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US Bank
Banking and Merchant Services Proposal Presented to City of La Quinta November 2, 2018 Eileen Perez Vice President Relationship Manager 213.326.0522 eileen.perez@usbank.com Alice Warren Vice President Treasury Management Consultant 949.863.2416 alice.warren@usbank.com [^bank. [T^bank. November 2, 2018 KarJa Campos Finance Director City of La Quinta 78495 Calle Tampico La Quinta, California 92253 Dear Ms. Campos, Enclosed, please find U.S. Bank's Banking and Merchant Services Proposal to tbe City of La Quinta. As your primary contact for U.S. Bank, your relationship will be managed out of my office, located at: 633 W 5th Street Los Angeles, California 90071 The nearest U.S. Bank branch is located across the street firom City Hall at: 50991 Washington St La Quinta, CaUfomia, 92253 760.564.0019 Claudia Contreras, Branch Manager Please don't hesitate to contact me with any questions regarding our proposal. Sincerely, Eileen Pere2 Vice President Relationship Manager 213.326.0522 U.S. Bank City of La Quinta Table of Contents Tab A-Transmittal Letter 14- Tab B - Bank and Personnel File ^ Tab C - References 104^ Tab D - Demand Deposit Accounts 1144 Tab E - Coilateralizatlon of Deposits 13+3 Tab F - Bank Compensation 164€ Tab G - Deposit Activity 134S Tab H - Bill Concentration Service 2222 Tab 1 - Wire Transfers 2424 Tab J - Automated Clearing House (ACH) Service Requirements 2626 Tab K- Payroll Tax Processing 3030 Tab L - State Activity/LAIF Transfers ; 313+ Tab M - On-line Bank Processes and Information Reporting 3333 Tab N - Account Reconcilement 3930 Tab O - Daylight Overdraft Protection 4546 Tab P - Merchant Bankcard 4646 Tab Q - Purchasing Card 5666 Tab R - City Disaster Preparedness Program 6666 Tab S - Implementation Plan 6969 Tab T - Service Enhancements 7272?+ Exhibits for Banking Services Submittals; 737372 Tab U - Banking Services Bid Form 737372 Tab V - Sample Account Analysis Statement and Users Guide 787876 Tab W- Relevant Cash Management Agreements: 919+84 Tab X - Financial Statements and Ratings 929286 Tab Y - U.S. Bank Additional Information 939386 Confidentiality Disclaimer The information provided in this proposal is privileged and confidential and is only to be used by the City of La Quinta (the City) for the sole purpose ofchoosing a service provider. This information is the sole and absolute property of U.S. Bank and nothing is intended to, in any ivay, transfer ownership tights to the City. This information should not be shared outside of the City. Regulation W disclaimer. U.S. Bank N.A. is not responsible for the obligations ofits affiliates. U.S. Bank City of La Quinta This proposal may contain certain nonpublic information about U.S. Bancorp and its subsidian'es and affiiiates that we deem propn'etary and confidentiai. By accepting these materials, you agree to use this information only to evaluate the proposal and to hold this material in confidence, sharing it only with your employees and advisors on a need-to-know basis. Should this information be subject to the Freedom of information Laws governing disclosure of public information, U.S. Bank requests to be contacted before information is made public in order to request redaction ofspecific Confidential information including our business contracts/agreements, propn'etary information regarding product functionality, custom process Hows, pricing, operational procedures, processing site locations, service manuals, data security, disaster recovery details, SSAE16 reports, and implementation and disclosure documents. By your acceptance ofthese materials, you also acknowledge that U.S. Bancorp and U.S. Bank are not committing to extend credit or render services to you or any otherperson. For purposes of this proposal, we may have relied upon financial information provided to U.S. Bank by your aufhon'zed representatives or officers. You agree that U.S. Bank is not responsible for the completeness or accuracy of such information. This proposal has been prepared for discussion purposes only and may not be relied upon by any third party. The prices quoted in this proposal are firm and irrevocabie for no mote than 120 days until contract award and documentation. Thereafter, prices quoted will be held fixed for the term of the contract. This agreement can be temiinated by either party with 60 days written notice. Disclaimer Ourproposal is contingent on our Bank's completion of our required AMUKYC processes and enhanced due diligence review and approval. We look forward to working with you to obtain the appropriate infomiation to complete that process. Although marijuana has been legalized in many states, marijuana remains illegal under Federal law. U.S. Bank complies with Federal law. U.S. Bank is committed to serving its valued clients while complying with the highest standards oflegal and regulatory compliance. U.S. Bank will provide treasury services to States, and Tribal entities but only to the extent that the transactions processed by U.S. Bank represent State or Tribal funds and not funds ofmarijuana businesses. For example, U.S. Bank will not provide electronic payment mechanisms for accepting funds sent directly from a marijuana business. Deviations from the above will inhibit U.S. Bankis ability to provide treasury services. U.S. Bank City of La Quinta iv Tab A - Transmittal Letter The letter should address the bank's willingness and commitment, if selected to provide the service, and why the bank believes it should be selected. The letter should contain a statement that the bank has read and will comply with all the terms and conditions of the RFP. The letter should be addressed to Karia Campos, Finance Director, and signed by an individual authorized to bind the bank. November 2, 2018 Karla Campos Finance Director City of La Quinta 78495 CaUeTampico La Quinta, California 92253 Dear Ms. Campos, On bebalf of U.S. Bank, thank you for the opportunity to respond to your request for proposals. We want to partner widi the City of La Quinta (the City) to form a long-term, strategic relationship focused on achieving your financial goals. As your dedicated relationship team, we're committed to your success. We'll collaborate with you to uncover any challenges, and bring proactive ideas and strategies to help you grow and prosper. We'll work with you firom the solutions design phase throughout implementation and into the future. You'll also receive ongoing support firom your designated Commercial Customer Service (CCS) team. Your CCS bankers will be familiar with your program and needs. They offer a premier level of service, including timely, thorough and responsive measures to ensure your satisfaction. U.S. Bank will always choose to do what's best for die City. We believe in doing the right thing every day. Our strong ethical business practices earned us the honor of being named a 2018 World's Most Ethical Company® by the Ethisphere Institute for the fourth consecutive year. With awards and top rankings for products, payments, mobile and online banking, we're recognized as one of the most innovative banks in the nation. You can expect more when you partner with us: improved technology, detailed information, enhanced security, faster connectivity, greater flexibility and meaningful collaboration. To demonstrate our commitment; we confirm we meet each of the minimum qualifications outlined in your request for proposals. We have read and will comply with all the terms and conditions of the RFP. To further exceed your expectations, we present the following incentives; n Five years fixed unit pricing with option to renew for two additional one-year periods. n Transitional Earnings Credit Adjustment of $4,500 n New Service Incentive of $1,500 n Initial Earnings Credit Rate at 0.95% based on market rates Our proposal offers you the securily of knowing you'll partner with one of the strongest performing banks in the nation. This security is combined with state-of-the-art technology, future-focused innovation and a U.S. Bank City of La Quinta personalized relationship team. The pricing we offer is intended to be competitive and reflects our serious interest in partnering with you. We look forward to working closely with you and your team. Sincerely, Eileen Perez Vice President and Relationship Manager U.S. Bank Government Banking Division Los Angeles Tower Office 633 W. 5'h Street, 24'^ Floor C Los Angeles, CA 90071 eileen.perez@usbank.com 213.615.6661 www.usbank.com U.S. Bank City of La Quinta Tab B - Bank and Personnel File Please respond to the following: Bank Overview •> Provide a general overview of the bank's operations, fundamental management, and customer service philosophy, and financial strength. Identify the primary office or branch that the City will be assigned to and where the City will conduct its primary banking business. U.S. Bancorp is headquartered in Minneapolis, Minnesota. We are a diversified financial service holding company witli S461 billion in assets (as ofJune 30, 2018) and the parent company of U.S. Bank National Association, the nation's fifth-largest commercial bank. Our 74,000 U.S. Bank employees come together to serve 18.7 million consumer, business and institutional customers through our four core lines of business: Payment Services, Consumer and Business Banking, Corporate & Commercial Banking, and Wealth Management and Investment Services. Through these lines of business, we offer a comprehensive suite of banking, investment, mortgage, trust and payments products. 00 CM WORLD'S MOST ETHICAL COMPANIES' VVVVW.CTHISPHEREXOrVl We are a leader in the banking industr}'. Our outstanding track record of financial performance coupled with our sound etlucal business practices have earned us the honor of being named a 2018 World's Most Ethical Company® by the Ethisphere Institute, a leading international think tank dedicated to the advancement of best practices in business. This is our third consecutive year on this list. We were also named Fortune's 2018 "most admired superregional bank" for the eighth consecutive year, and ranked in the top 10 among 680 companies across all industries in six of Fortune's nine key attributes of reputation: n #1 in both Management Quality and Use of Corporate Assets n #2 in Value as a Long-Term Investment • #5 in People Management n #6 in both Financial Soundness and Social Responsibility U.S. Bank continues to outpace peers across all key performance metrics — such as return on assets, return on equity and efficienc)' ratio •— year over year, and in 2017 we also achieved record diluted earnings per share. In addition, we maintain exceptional capital ratios and remain among the world's best in debt ratings across tlie industiy. Our size, strength and scale keep us well positioned for future growth. We are committed to invest in delivering innovative and remarkable solutions for our customers, shareholders, employees and communities as their most trusted financial parmer. Personalized Service Your relationship manager, Eileen Perez, is your primarj- contact for our partnership. She works with your treasury management consultant, Alice Warren, to support you and j'our overall relationship. Your relationship team advocates for you in the marketplace, working to understand how new and emerging technologies will create better functionality and provide you an economic advantage. You can expect timely responses to operational, pricing, technical questions and other general inquiries on a day-to-day basis. Our Commercial Customer Service group supports a wide variety of government customers. You will be assigned a U.S. Bank Commercial Customer Service team, who will provide prompt depository and treasury management support. Highly skilled and extensively trained, your service staff responds to both routine and complex inquiries through online access to our systems and product databases. TV U.S. Bank City of La Quinta Primary Locations Your relationship will be managed out Eileen's office, located at: 633 W 5th Street Los Angeles, California 90071 The nearest U.S. Bank branch is located across the street from City Hall at: 50991 Washington St La Quinta, California, 92253 Experience - Describe the bank's direct experience In servicing public sector clients. Please include the information such as the number of nationwide and California public agency clients, the dollar amount of public funds on deposit for each of these categories, and the bank's knowledge of and adherence to the California Government Code and other applicable laws. Our Government Banking Advantage For more than 150 years, U.S. Bank has provided financial services to government entities. ITie Government Banking division is comprised of over 75 individuals with considerable banking knowledge, and an avera^ tenure of more than 22 years in banking. We provide some form of banking services to all 50 state governments, and are the service provider to the IRS, Homeland, USPS and many other federal government entities who require extensive customized processing requirements and service level agreements of the highest standards. Our extensive work in partnership with over 5,000 political subdivisions of all sizes and levels of complexity gives us a unique perspective in meeting the needs of the public sector. Not only do we specialize in banking government entities, we also have a team of bankers with previous experience working for and within a variety of state and municipal offices. Tliis diverse expertise showcases our understanding of the detailed and specific operating and legal requirements, and how much they differ from those of the private sector. Expect ongoing consultation from us as best practices emerge, regulations or statutes change or other factors evolve that may affect our industries and your banking services. Government Banking Experience The City will be supported by industry specialists in our Government Banking division. Comprised of seven relationship management groups, this dedicated division focuses on managing the needs of state and local governments of all sizes. We manage over 5,000 relationships, including n State govemments n City and county govemments n School, water and healthcare districts n Sanitation and other special purpose authorities n Housing authorities n Institutions of higher education Other experience includes serving the federal government, some level of business services with all 50 states, and broad full relarionsliip services provided to over 22 state govemments, including California, Oregon, Wisconsin, hlinnesota, Maine, Alaska, Idaho, Utah, West Virginia, Iowa, Kansas, Nebraska and Missouri, to name a few. The average state relationship tenure is 38 years. These partnerships provide our basis for understanding your legal, operational and functional complexities and challenges. This depth of experience will allow our team to work closely with you as an ongoing resource. U.S. Bank City of La Quinta California Specific Market value of funds currently covered by public agendes in die State of California as of March 31, 2018 is $587,458,057.11 provided to approximately 335 California relationships. U.S. Bank is a qualified depository of public funds in compliance with Section 53649 of the California Government code and other applicable laws. U.S. Bank is capable of collateralizing public funds for the Qty up to $4,500,000. Your Personalized Relationship Management Our consultative approach is ongoing, and tailored to your needs. Your relationship manager, Eileen Perez, will conduct frequent touch point calls and meetings with appropriate Cit}'^ staff to proactively listen and address your needs or concerns. Services will be adjusted as necessary to ensure not only price is considered, but efficiencies are being utilized, and processes are being improved. We will also work with you to help manage target account balances and excess depository balances to avoid wasting unutilized earnings credits. This will not only save you time, but will substantially increase interest earnings, maximize ECR utilization and allow for full utilization of transition incentives. In addition to meetings throughout the year, Eileen is committed to conducting comprehensive annual reviews with the City. This includes a thorough review of all products and services being utilized, account structure and costs. This review is meant to ensure all services and processes are meeting your intended needs and providing sufficient benefit to you. We will also utilize this time to offer suggestions such as removal, addition or modification of services. Discussions of new technologies and industry changes will also be a vital component of our annual review and other periodic meetings. Various product partners often participate in these reviews, providing you with a holistic review of your relationsliip with U.S. Bank and with your finances in general. Superior Customer Service Our Commercial Customer Service group supports a wide range of public sector clients. Your assigned Commercial Customer Service team will provide prompt depository and treasury management support. This highly skilled and extensively trained service staff responds to both routine and complex inquiries through online access to our systems and product databases. California Government Code: U.S. Bank became an authorized depository bank for state agencies by the California State Treasurer's Office in 1992. Today, U.S. Bank is among the state's eight approved depository banks. U.S. Bank Collateral Management department within our Corporate Treasur)' Division is responsible for tracking deposits and monitoring collateral. U.S. Bank pledges and maintains qualified securities as deposit collateral in compliance with California Government Code and other applicable laws. Relationship Management - Identify the size and scope of your California-based public banking unit, banking officers responsible for the City's accounts, what each person's role and responsibilities will be, and the relevant credentials and experience of each person on the relationship management team. As your Relationsliip Manager, Eileen will manage all aspects of your banking needs. She has the resources to bring internal partners to the table to provide top-notch products and services to the City of La Quinta. She will function not only as your banker, but as a financial partner providing guidance and strategic consulting. U.S. Bank City of La Quinta Resumes of Primary Staff California Local Government Relationship Manager Eileen Lew Perez US Bank Tower - 633 West 5'^ Street, Los Angeles, CA 90071 213.326.0522 eileen.perez@usbank.com Eileen will perform relationship management duties from her office in Los Angeles. Eileen is a Vice President and Relationship Manager for the Local Government Team at U.S. Bank. She brings more tban 25 years of banking experience, including 16 years in the Government sector, to supporting Public Agencies and Higher Education Institutions clients throughout California. Her financial experience also includes management roles in the commercial and consumer markets. Eileen is committed to ensuring a sraootli transition of services to U.S. Bank and will provide ongoing attention to the City to keep your staff updated with the latest technology and best practices. Eileen earned her Bachelor of Arts degree in Political Science from the University of California, Santa Barbara and Executive Management degree from University of California, Los Angeles. She is an active member of the California Society of Municipal Finance Officers (CSMFO), California Municipal Treasurers Association (CMTA), Southern California Association for Financial Professionals (SoCalAFP), and California Association of County Treasurers and Tax Collectors (CACTTC). Eileen is a native Califomian, happily married with two teenage daughters, and is active at Church and the local school community in La Canada Flintridge, CA. Treasury Management Alice Warren Vice President, Treasury Management Sales Consultant 4100 Newport Place, Suite 900, Newport Beach, California 92660 949.863.2416 alice.watren@usbank.com Alice, based in Newport Beach, California, is the treasury management consultant for the Government Banking division and will be your treasury' contact. She has over 25 years of banking experience and will be involved in the design and implementation of your services. She will also be the treasury contact for the relationship. Corporate Payment Systems Leslie Massey Western Region Sales Manager 805.591.7255 leslie.massey@usbank.com Leslie Massey oversees the sales relationship for U.S. Bank's Corporate Payments Systems for Government, Education and Nonprofit Banking customers. Leslie is an Accredited Payables Solution Consultant (APSC) and has been consulting in technology, payment, and accounting systems in both the commercial and public sectors for over seven years. U.S. Bank City of La Quinta Leslie has enabled a wide range of clients to automate their Accounts Payable processes by integrating the latest technologies with best in class payment processes. Included in her experience has been project management and implementation of commercial card payments and electronic procurement for municipalities, hospitals, K-12 schools and universities in the Western United States. Additionally, Leslie represents the bank on a national level for the NASPO ValuePoint Vendor Advisory Council. Leslie has a Bachelor of Science degree from California Polytechnic University, San Luis Obispo, CA. Role and Responsibilities; n Builds the initial relationship with die City n Helps the City determine program needs and identify opportunities for use. n Introduces the implementadon process Elavon Payment Solutions Craig Peterson Regional Director 614.356.0684 craig.peferson@usbank.com Craig Peterson is a seasoned veteran with regards to merchant processing. He has been with Elavon a total of 7 years, having been in aU aspects of the payments industiy, training, product sales and sales and management. Craig is the current Sales Director for both our Government and Higher Education group the covers the Local Government Team. Craig is based in Dublin, Ohio. Customer Service - Describe how the bank handles problem resolution, customer service, day-to- day contact, and ongoing maintenance for governmental entities. Specify whom the City will be calling for day-to-day banking and treasury management Issues. Explain the process for elevating an issue to a higher level to obtain a quick resolution when the day-to- day contact Is not responsive. Commercial Customer Service (CCS) answers inquiries and provides support for depository and loan servicing, as well as the following treasury management services: n Account reconciliation n Collection and concentration n Disbursement n Information reporting n Images A highly skilled and extensively trained service staff responds to the City's routine and complex inquiries through online access to our internal systems and product databases. Your requests are tracked in a call tracking database, which is available for relationship managers and others who support you. This keeps your relationsliip manager in the know and allows for other service bankers to easily pick up your request where a colleague left off. This saves you valuable time and allows us to identify service and quality trends and opportunities for improvement. You win be assigned to a team within CCS to provide consistency and recognition. Typically, your assigned CCS team is assigned based on proximity to you and your relationship manager. Each CCS team has a unique phone number, fax and shared email box. You will have this contact information, and wiU not need multiple numbers. We ensure every call is answered promptly by a live ser\'ice banker — the phones are not fronted by an IVR menu. Commercial Customer Service personnel take ownership of your inquiry, with final resolution often occurring during the initial call. More complex issues are personally managed and tracked by the service banker who U.S. Bank City of La Quinta 7 initially took the call, until it is resolved. Our servicing guidelines ensure you receive a call with a complete response or a call with an estimate of additional time required to resolve a complex issue. Commercial Customer Service is responsible for understanding your servicing needs and ensuring your daily needs are met within our servicing time commitments. This focus is indicative of our desire to exceed client expectations. Issue Resolution Process If an issue requires escalation and more detailed second level support, the Commercial Customer Service (CCS) banker assigns the issue to an operations or technical area to facilitate the resolution through our call tracking system. Should furtlier escalation be required, the CCS service banker escalates tlie issue to their team leader or CCS site manager, who works directly with escalation contacts for all operations and technical areas. The relationship manager will be part of this process. Senior management team members meet each Friday to address and solve escalated issues, keeping ownership until the root cause is determined and resolved. The tliree-tier escalation process is as follows: First Level of Response: Commercial Customer Service When the City first identifies an issue, your first step is to report it to CCS, who will enter it into our call tracking system and attempt to resolve it. If the service banker is unable to resolve the issue, CCS escalates it to a product-specific Level Two support team. Second Level of Response: Escalation to Appropriate Operations or Implementation Managers Level Two support team resolves issue and updates tracking data, or if not resolved, interested parties are brought together to assist in resolution. Parties could include: n CCS team leader or site manager n Relationsliip manager n Treasury' management sales consultant n Treasury' management support manager n Operations manager Third Level of Response: Escalation to Senior Management If the issue is still unresolved, it is escalated to senior management. Reasons for escalation at this stage include: Issues with unacceptably prolonged closure Issues for customers experiencing abnormally high quantity and/or frequency of service quality or system performance issues Chronic, recurring issues Issues that risk or may risk the customer relationship The issue is escalated by an appropriate manager (as listed in Level Two) sending an email summarizing the situation to the Operation Servicing Issues group. An appointed senior management banker will then log the issue and engage appropriate operations (or other groups) in the research and resolution of the issue. All open issues are reviewed in the Treasur}' Management Operations Service Quality meeting every Friday. The purpose of the meeting is to review actual performance relative to all operations and IT service level agreements (SLAs). SLAs relate to system availability, accuracy and responsiveness. IT and operations managers speak to causes and remedial actions in process relative to missed SLAs. Compliance and Exceptions - Include a statement to confirm the bank's compliance to specific minimum qualifications, listing any exceptions to required services. We confirm we meet each of the minimum qualifications outlined in your request for proposals. U.S. Bank City of La Quinta 8 Responsible Banking Description - Describe the bank's responsible banking policies and practices. Discuss any current efforts, or those that may be implemented in the City of La Quinta, if the bank were awarded the City banking contract. Lastly, describe any other efforts/contributions the bank has made/would make relative to investment in the local community (such as fraud prevention seminars hosted at the City's multi-generational Wellness Center.) Corporate Citizenship Annual Data Our Corporate Sodal Responsibility work centers on economic development in the communities we serve. It comes to life through Community Possible, our corporate giving and engagement platform that closes the gap between people and possibility in the areas of Work, Home and Play. Banking is built on relationships, which are strengthened daily among our 74,000 employees and customers and communities we reach. We are dedicated to growing trust through every decision we make, every dollar we invest and every moment we volunteer by creating the greatest possible impact for everyone who reUes on us. 2017 CSR Impact Lending n Community Development Loans: $ 1.3 Billion (California - $32.5]VQ n Total units of housing from affordable housing development lending 3,800 Investments n Community Development Investments: $1.9 billion (California - $1.2B) n Foundation and Corporate Contributions: $58 million Service n Financial Education Seminars Conducted: 3,400 n Total number of consumers reached by Financial Education Seminars: 200,000 n Total number of employee volunteer hours: 188,000 (California - 44,674) Environmentai Responsibility Total number of loans and investments in environmentally beneficial business opportunities: $2.9 billion Additional Information For more information on our community efforts, please visit: n.shank.rom/cnmmunity At U.S. Bank, we empower our customers through financial education. With tools that we have available for our customers, it's simple to learn the basics to becoming financially fit. The local U.S. Bank branch is well entrenched in the community and continues to offer Financial Wellness Seminars as well as Teaching the Children to Save with the local schools. U.S. Bank City of La Quinta Tab C - References Please provide three (3) references. References should include other California cities of similar size and scope of service utilization as the City of La Quinta. Select both long standing and recent customers. Include the following information for each reference: • Contact name and title • Name of agency • Telephone number and email address • Services provided U.S. Bank is pleased to offer the following references for your review. Cheryl Dyas, Director of Administrative Services City of Mission Viejo 949.470.3059 cdyas@cityofmissionviejo.org Services include: Depository and Treasury Management Keith Neves, Director of Finance City of Lake Forest 949.461.3431 kneves@lakeforestca.gov Services include: Business Credit Cards, Letter of Credit, Depository and Treasury Management Martin Krieger, Finance Director Desert Water Agency 760.323.4971 mkrieger@dwa.org Services include: Depository and Treasury Management U.S. Bank City of La Quinta 10 Tab D - Demand Deposit Accounts The City currently uses three (3) demand deposit accounts (DDAs). One Is a Zero Balance Accounts with the Deposit Account serving as the Parent ZBA. Checks are issued using the Accounts Payable Account and Payroll Account. 1. How many days after month-end will the City receive Its bank statements? Bank statements are available online two business days after month end. Account analysis statements are available online through SinglePoint by the seventh business day of the month (eighth business day by mail). The fees are due by the 10* business day of the month. 2. Are the bank statements available on-line? Yes, statements are available in SinglePoint®, or online treasury management system. 3. Does the bank offer Zero Balance Accounts (ZBA's)? If so, please describe the service. Are the transfers to or from the Parent Account automatic? Yes. U.S. Bank Zero Balance Accounts (ZBAs) allow the City to maximi2e the use of cash throughout the City by intentionally maintaining a zero balance in all accounts and automatically concentrating all funds (collection and disbursement) into a single master account. Centrally managing liquidity in this way ensures the maximum funds are available for you to take full advantage of earnings potential, pay down loans, protect &om overdrafts and offset service fees. Each business night, zero balance sub-accounts are automatically funded to cover the day's disbursements or swept to capture the day's deposits. These transfers eliminate the cost of manual transfers and overdrafts. We give you an accurate position on your funds availability by rolling up the float from your sub-accounts on a daily basis. You also have the option of transferring the collected balance. You can consolidate your company cash while each of your locations maintains its own books and accounts. Multi-tiered ZBAs let you separate cash between divisions, regions, collections and disbursements or any structure you choose. Up to nine tiers and unlimited accounts can be established in a single ZBA structure. The master account statement contains transfer transaction details including the sub-account number for easy reconciliation. Separate monthly statements for each sub-account maintain an audit trail for specific transactions. You can transfer balances on either a ledger or collected balance basis. You may choose to maintain a target balance other than zero in the sub-account. You may monitor the contribution of each entity for Sarbanes-Oxley (SOX) reporting or for allocating interest or expense. You can monitor your ZBA transactions using information reporting options available through SinglePoint, including transaction reporting and reporting of sub-account contributions by account and tier on a daily and cumulative basis. With your funds concentrated in a single account, you have better security and control. One-way and two-way ZBA transfers easily support account segregation for collections or disbursements so you can better control your funding activity, as well as prevent fraud by limiting unwanted transactions. 4. Does the bank offer ACM blocks or filters? If so, please explain. Yes. U.S. Bank offers an ACH filter and block service that enables the City to protect deposit accounts against unauthorized ACH debit and credit transactions. Business eCheck block is also available and U.S. Bank City of La Quinta 11 f allows the Qly to block WEB and TEL payment types and the converted check payment types ARC, POP and RCIC Additionally, the City can use the SinglePoint ACH positive pay service to add new authori2ations to your accounts online. Authorizations are a set of rules you can establish to determine which incoming ACH credits and debits should be allowed to post to your accounts. U.S. Bank also offers the UPIC® secure account Identifier. UPIC is a unique account number that allows ACH credit transactions to post to a designated U.S. Bank account, while blocking ACH debits from your account. A UPIC looks and acts just like a regular bank account. It masks the City's account number allowing the City to receive electronic credit payment without revealing sensitive bank information to your business partners. Using a UPIC, the City can publish account information freely to encourage your trading partners to send electronic payments without the fear of fraud on your business DDA account. 5. Does the option exist to create sub-accounts under the primary account? Yes. Up to nine tiers and unlimited accounts zero balance accounts can be established. U.S. Bank City of La Quinta 12 Tab E - Collateralization of Deposits The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon request. Please detail the bank's procedures for collaterallzing public funds deposits. 1. What types of securities are used as collateral? U. S. Bank N.A. (Bank) can provide coUateralized balances in compliance with the requirements of Sections 53649 and 53652 of the California Government Code. Qualified municipal bonds and mortgage-backed securities are typically used as collateral for California public agency deposits. For the State of California and its' Agencies; a Letter of Credit is used as collateral. We can facilitate a monthly statement listing of the securities being held as collateral that also reflects their market value. The State of California Local Agency Administrator is only the party able to select/approve collateral types. U.S. Bank will provide collateral through the California Local Agency pool. 2. Which bank department Is responsible for tracking deposits and monitoring collateral? U.S. Bank Collateral Management department resides within our Corporate Treasury division is responsible for tracking deposits and monitoring collateral. U.S. Bank pledges and maintains qualified securities as deposit collateral in compliance with California Government Code and other applicable laws. 3. What is the bank's current level ($ amount) of California public funds deposits and the related collateral? Market value of funds currently covered by public agencies in the State of California as of Ivkrch 31, 2018 is $587,458,057.11 provided to approximately 335 Cahfomia relationships. U.S. Bank is a qualified depository of public funds in compliance with Section 53649 of the California Government code and other applicable laws. U.S. Bank is capable of collaterali2ing public funds for the City up to $4,500,000. 4. What is the frequency of reporting to the State Treasurer's Office? Monthly 5. Please include a copy of the Bank's Contract for Deposit of Moneys in this section. See following pages for current Contract For Deposit. U.S. Bank City of La Quinta 13 Depository: U.S. Bask National Association Depositor: Agent of Depository: U.S. Banlc Institutional "rust & Custody Auditor: CONTRACT FOR DEPOSIT OF LOCAL AGENCY FITVDS (Active ar.d Inactive leposits) No.Complete All Applicable Blanks (a) (b) (c) (d) 5 4",7S-b,622,OC'0.C'O (Depository's net worth) S 14,266, gilS, 0 jO■ 00 (Depository's paid-up capital and surplus) Agent of Depository: U.S. Bank Institutional trust & Custody Security Safekeeper: U.S. Bank Institutional "rust & Custody The undersigned designated as "Treasurer", acting in the official capacity and for the Depositor named below (herein called Treasurer), and the undersigned designated as "Depository" (herein called Depository), agree as follows: 1. Representations: Treasurer proposes to deposit moneys in Treasurer's custody with Depository frca time to time. At no time will the aawunt of deposit exceed the lesser of DepC'Sitory's paid-up capital and surp-lus or Depository's net worth. In Treasurer's judgment this contract is to the public a±/antage. Depository represents that as of the date hereof, its net worth and the total of its paid-up capital and surplus are not less than the amounts shown at (a) and (b) above. 2. Governing Law and Cca^liance: This contract is entered into pursuant to Cal. Govt. Code S5364&, and the parties will con^ly in all respects with, and all deposits heteunder shall be governed by. Title 5, Division 2, Part 1, Chapter 4, Article 2 of the Cal. Govt. Code and all other provisions of state and federal law and regulations applicable to such deposits. 3. Deposit Receipt: At the time of each deposit. Depository will issue a receipt to Treasurer in form agreed to by them. The receipt shall state if and when interest is to be paid, the rate there of, the duration of the deposit and the terms for withdrawal. Each receipt shall be a part of this contract. 4- Interest: If interest is payable on a deposit it shall be paid quarterly, at such rate as Treasurer and Depository agree upon for the deposit, and ccoputed on 360-day basis on the average daily balances of the deposit. 5. Maintaining Security - IJWJ-REN and REN Security: As security for deposits imder this contract. Depository, at all times and pursuant to Cal. Govt. Code 536S6 and S36Se, will maintain with the Agent of D^esitory named at (c) above, eligible securities as listed in subsections (a) through (1), (n) and (o) of Cal. Govt. Code 53651 (herein called "NON-REK Security") and/or promissory notes secured by first mortgages and first trust deeds upon inproved residential prcperty in California in accordance with Cal. Govt. Code S53651.2 (herein called "REN Security"). At all times, when any of Depositor's monies on deposit with Depository under this contract are secured by NON-REN Security, the market value of such security shall be at least 10 percent in excess of the actual total amount of such monies of Depositor, and when any of Depositor's monies on deposit with Depository under this contract are secured by REN Security the value of such security shall be at least 50 percent in excess of the amount of such monies of Depositor. Page 1 of 2 U.S. Bank City of La Qulnta 14 €. Depository's Default: If Depository fails to pay all or any part of a deposit nade and secured by securities under this contract when ordered to do so in accordance with the terms of withdrawal set forth on the deposit receipt, Treasurer will notify the Administrator in writing, %rtio then will order the necessary securities converted into money for the benefit of Depositor as provided in Cal. Govt. Code §53€€5. 7. Agent of Depository; The Agent of Depository has filed, with Administrator, an agreement to cai^ly in ed,l respects with the Cal. Govt. Cc«de. The Agent of Depository is authorized to hold the securities maintained as provided in paragraph 5 above and to place th«a for safe teeping, in accordance with Cal. Govt. Code SS3€S6, with any Federal Reserve Bank or branches thereof or with any bank nasttd as Security Safekeeper at (d> above and located in a city designated as a reserve city by the Board of Governors of the Federal Reserve Syst«tt, or with the Federal Hcoe Loan Bank of San Francisco. 8. Depository's Rights: Depository has and reserves, as to all securities used as security for deposits under this contract, the right to: (a) add, substitute and withdraw them as provided in Cal. Govt. Code 553654, provided the requirements of paragraph 5 above are met; and (b) collect the interest thereon, except in cases when they are liable to sale or are sold or converted in accordance with Cal. Govt. Code §53665. 5. E^ense: Unless otherwise agreed in writing by Treasurer and Depository, the (a) transportation of money deposited under this contract to and from Depository, (b) the transportation of securities maintained as security to and frcm the Agent of Depository, and (c) the h^uldllng, collecting and paying of all checks, drafts and other exchange on funds deposited under this contract, shall be without cost to Depositor. Depository shall pay for any chiurges for the handling and safekeeping of securities hereunder. 10. Contract Termination: This contract is effective as of this date, governs all deposits made by Treasurer with Depository on or after the date hereof, and as to such deposits, cancels and supersedes any previous like contracts between Treasurer emd Depository for the deposit of moneys. Either party, upon 30 days written notice to the other, nay terminate this contract as tc future deposits, but not the deposits then held hereunder. 11. Notice free Administrator: In accordance with Cal. Go'/t. Code § 53649(h), following receipt of notice fr-^n the Administrator ("Administrator of Local Agency Security of the State of California"), Treasurer may withdraw deposits in the event Depository fails tc pay the assessments, fines, or penalties assessed by the Administrator or may withdraw authorization for the placement of pooled securities with J^ent of Depository in the event that Agent of Depository fails to pay the fines or penalties assessed by the Administrator. This contract is signed in duplicate and made as of September 27, 2016. DEPOSITOR DEPOSITORT (Name) O.S. BAIGC HAnOHAL ASSOCIATIOI (Signature) By: Acting in official ce^city Title: (Treasurer, Finance Director, etc.) By: H/A of Title: H/A (Depositor) Page 2 of 2 U.S. Bank City of La Quinta 15 Tab F - Bank Compensation The City has historically paid for bank services with a combination of hard-dollar fees and compensating balances. Please indicate the following in this section: 1. Can the City compensate the bankfor services with fees, balances, or a combination of the two at its own election? Please describe any differences in related costs to the City with either option. Yes, except for small business customers, compensation owed U.S. Bank is generally the combination of (or, more accurately, the net difference between) balance-generated credit and analysis fees. The City's accounts will receive a monthly earnings credit, which is applied against analysis fees. (Note, however, that merchant services and equipment sales tax are two analysis fees explicitly excluded and, therefore, cannot be offset by earnings credit.) Earnings credit is based on the average positive collected balance for the month and the applicable earnings credit rate (ECR) for that balance. If the earnings credit amount is not sufficient to cover the analysis fees, the standard method of settling this difference — called "the (net) analysis service charge" — is to debit a designated analyzing account (chosen by the customer) on a monthly basis. The debit occurs on the 10* business day of the month following the month of service. There is no surcharge for directly debiting the designated account (called the key account). However, should the City wish to be invoiced rather than directly debited, there is a monthly processing charge ($25) for that service. 2. Can the City choose between paying for analysis deficiencies by check, auto debit, or ACH credit? U.S. Bank directly debits client accounts each month for any service charges. The City has the option to be invoiced for fees but the standard is to debit from the City's account each month. You can choose to be billed for your fees; however, an additional fee would apply for this billing option. 3. What is the bank's Earning Credit Rate (ECR) based on, and how is it calculated each month? Our earnings credit rate is a managed rate based on a variety of market factors and rate trends. U.S. Bank uses a managed rate approach to determine earnings credit rates, which can include market trends and other environmental factors. Earnings credit rates are applied to collected balances. The earnings credit is calculated as follows: Collected Balance Available for Earnings Credit x the Earnings Credit Rate x the actual days in the month by 365 or 366* *The actual number of days in the year is used. 4. List the bank's average ECR for each of the last eight months (January - August 2018). Below is a trend of ECR for Analyzed Checking (Commercial). Balance tiers for earnings credit rates changed in July 2018. Aug/18 Jul/18 $0to$250M 0.22%0.22% $250Mto$500M 0.22%0.22% $500Mto$1000M 0.23%0.23% $1000M to$5000M,0.25%C.25% U.S. Bank City of La Quinta 16 $5000Mto$10000M 0.25%0.25% Over$10000M 0.25%0.25% Jun/18 May/18 Apr/18 Mar/18 Feb/18 Jan/18 Under $50M 0.20%0.20%0.20%0.18%0.18%0.18% $50Mto$149.999M 0.21%0.21%0.21%0.19% i 0.19%0.19% $150Mto$499.999M 0.22%0.22%0.22%0.20%0.20% ,0.20% $500Mto$749,999M 0.22%1 0.22%0.22%0.21%0.21%0.21% $750Mto$999,999M 0.23%0.23%0.23%0.22%0.22%0.22% Over$1000M 0.25%0.25%0.25%0.22%0.22%0.22% 5. Using the ECR for the month of August 2018, please calculate the level of compensating balances (after float and reserves) needed to offset one dollar of the bank services. ($1 in services = $ in compensating balances.) U.S. Bank is pleased to offer the City our bank managed ECR of 0.95%. At this rate, the projected compensating balance required for $1.00 of services is approximately $1,263. 6. Please explain In detail, how and when the FDIC assessment Is computed and charged. The deposit coverage fee is $0.14575 per $1,000 of average monthly ledger balance. This fee is charged on a monthly basis. 7. What Is the bank's settlement period for account analysis and billing purposes - monthly, quarterly, semlannually, or annually? How long can any excess balances be carried forward to apply to charges in future billing periods? U.S. Bank charges on a standard monthly cycle. However, quarterly, semi-annual or annual setdement options may be requested. Applicable service fees are debited from the designated account (key account) on the 10th business day of the month following the settlement month. There are no additional fees for having a non-monthly service charge settlement period. There is a processing fee if you choose to be invoiced (rather than direcdy debited) for your analysis fees. Excess earnings credit can be carried forward to cover charges in the following month. Accounts must be setded at least one time per year. 8. How long will the bank's pricing, as indicated in this proposal and the Banking Services Bid Form, be fixed? The pricing is fixed for 5 years and can be renegotiated for the additional 2 single year terms. 9. Please detail which types of Items and services can be applied against the account analysis In addition to the standard bank services, such as merchant bankcard processing, messenger service, armored carrier, check stock, supplies, custody services, etc. Is there a markup for any of the Items? If so, how much? The afore mentioned items can be applied through analysis at the request of the City, we do not traditionally "mark-up" any of these services when ran through analysis. U.S. Bank does prefer that merchant bankcard processing would be processed with standard protocols. U.S. Bank City of La Quinta 17 10. How does the bank charge for overdrafts? Does the bank charge for the use of uncollected funds? if so, how is the charge calculated? If an account becomes overdrawn, overdraft fees are assessed whether or not the item is paid or returned. In most cases, the fees are charged through the analysis system and can be offset by the earnings credit allowance. 11. Please state the negative coliected balance charge that the City will pay and, in detail, explain how this charge is computed, is the rate quoted in this proposal good for the term of the contract? A charge for negative collected balances may apply. The negative collected balance for each day is totaled and divided by the number of days in the month to produce an Average Negative Collected Balance. The fee is calculated as follows: • (Average Negative Collected Balance X Rate) X Actual Days in the Month/360 • Our standard Negative Collected Funds rate charged is Prime + 4 percent. This fee can be offset with earnings credit. Please refer to the Pricing within Tab U — Banking Services Bid Form for per item fees. 12. Are Account Analysis Reports avaliabie on-line? If so, specify the cost. Yes. Account analysis statements are available online through SinglePoint by the seventh business day of the month (eighth business day by mail). The cost per analysis is $5.00 per statement. 13. What procedure is used to make any adjustments to the Account Analysis statements and how long does it take for adjustments to take effect? The City should notify U.S. Bank of any errors by the last business day of the month in order to have the corrections reflected on your next analysis statement. Depending on the type and financial impact of the change, adjustments are reflected through one of the following methods: n Your main account (key account) will be credited (or debited) for the adjustment on the day the adjustment is processed. n Your prior-month analysis charge will be recalculated (reanalyzec^, which reverses the original charge and posts the correct charge (and generates a revised analysis statement) on the day the adjustment is processed. n The adjustment wiU be included on the next analysis statement (which cycles on the sixth business day following current month enc^. U.S. Bank City of La Quinta 18 Tab G - Deposit Activity The City currently utilizes a variety of methods to process daily deposits. The City requires weekly deposit pick-up from City Hall. Total monthly deposits consist of approximately 600 to 800 un-encoded checks and approximately $20,000.00 to $30,000.00 in coin and currency. Deposited items should be automatically re-cleared once. Checks that are returned are mailed to the City. The City requires the ability to use the branch to make branch deposits, to get change, to allow employees to cash payroll checks, and for other miscellaneous activities. 1. Please identify your branch locations within the City of La Quinta. Do all locations provide night depository services? U.S. Bank has two branches witliin the City at: 50991 Washington St La Quinta, California, 92253 760.564.0019 78435 Highway 111 La Quinta, CA 92253 760.564.6661 2. Please describe the bank's deposit requirements. How should the coin and currency deposits be prepared? How should un-encoded check deposits be prepared?' While U.S. Bank recommends separating cash from checks, it is not necessary to put them in two separate deposit bags. Coin and currency U.S. Bank branches accept loose and rolled coin for deposit. Branch coin bag deposits must be prepared in Fed-ready amounts. Branches prefer loose coin deposits. U.S. Bank Cash Vault accepts loose and rolled coin for deposits. Our cash vaults prefer loose coin deposits. Unencoded checks For branch cash vault, U.S. Bank sets a maximum of 300 checks per batch and requests a proof tape banded to each bundle. The City is provided with unique batch ticket, block ticket and bar codes to assist in tracking deposits and enhance deposit reporting. 3. How would the City order cash vault supplies? How is payment made for such supplies? U.S. Bank prefers deposit ticket supplies be ordered through U.S. Bank Commercial Customer Service in order to control quality. We work directly with a preferred vendor who ensures proper specifications are met. We prefer other supplies, such as disposable deposit bags for coin and currency deposit and order supplies, be ordered direct from your own supply vendor. Supplies are also available for purchase from Deluxe Check Printers. If the cash vault supplies are ordered through U.S. Bank, these fees will be charged to account analysis. U.S. Bank City of La Quinta 19 4. Please describe in detail the bank's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? Branch Services Cash deposit discrepancies less than or etjual to $50 are processed by tlie teller adjusting the original cash amount listed on the deposit slip, adjusting the total deposit amount and initialing the correction on the deposit slip. For cash deposit discrepancies greater than n In person processed deposits are processed by the teller adjusting the original cash amount listed on the deposit slip, adjusting the total deposit amount atid initialing the correction on the deposit slip. n Night drop, drop off and armored car delivered deposits are processed by the teller completing a separate adjustment advice. Adjustment advices are returned with your monthly bank statement. For branch cash ser\tices, the information printed on the adjustment advice includes the store name, location number, deposit date, original deposit amount and description of adjustment. Adjustment advices are labeled as miscellaneous credits or debits and are returned with your monthly bank statement. Cash Vault For cash vault sendees, bankers identify all discrepancies and adjust client accounts for differences over $10. Our cash vaults create a separate client deposit credit or debit adjustment for discrepancies. Cash vault adjustments transaction detail is available via SinglePoint previous day reporting or BAI file. For item processing and proof corrections, bankers identify all discrepancies and adjust client accounts for differences of $1 or greater. 5. Is the deposit adjustment documentation different from cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy be provided to the City? Cash versus check deposit documentation Adjustments are processed utilizing the same documentation. Adjustment minlmums There is no minimum for branch deposits; discrepancies are not written off. For cash vaults, with discrepancies of $10 or less, no adjustments are made to the deposit. For proof, with discr^ancies of less than $1, no adjustments arc made to the deposit. Timing of documentation Branch adjustment advices are labeled as miscellaneous credits or debits and are returned with your monthly bank statement. Cash vault adjustments transaction detail is available via SinglePoint pre\ious day reporting or BAI file. 6. Please describe the bank's returned item handling and notification procedures. Is an automatic re-clear option available? How long does it take for returned items to be sent to the City? Include any online tools available for this purpose. Our standard service is to chargeback item(s) to tlie deposit account on the furst return. We do not automatically redeposit any item without special instructions. We currently process returned items at two Operations Centers: St. Paul, Minnesota and Portland, Oregon. Returned items are processed in an U.S. Bank City of La Quinta 20 image-based environment using Touchless Returned Item Processing System ^TRIPS) software. One of the most sophisticated in the industry. The City can establish special instructions for: redeposits, email or fax notification, mail advices/items to an alternate address, charge items to an alternate account or provide duplicate advice copies. Transmission of returned item information with option images is also available. Returned items are available for viewing online via SinglePoint. Online decisioning for current day items and reporting of previous day detail is available through SinglePoint. Special instructions are available by account or location. As your returned items are processed by TRIPS, they go through a number of steps to determine processing procedures. Outlined below is a description of the critical steps that comprise tiiat process: n We receive returned items within an image cash letter. n The MICR line of the item is read and compared against a captured item file created during the initial deposit process. n The returned item is matched to an associated deposit ticket on the captured items file. n Following the match, the system accesses the returned item special instructions associated with the item. n Returned items are processed according to documented procedures and any special instmctions on file for the account. When returned items are forwarded to you, the returned items are attached to an advice. A maximum of eight returned items can be attached to a single advice. For reconcilement purposes, each advice matches to a single debit on your bank statement Our processing of returned items may result in you receiving multiple advices and debits on a given day. Multiple advices can be the result of many factors including segregation by store number, reject processing (bad MICR, mutilated item) and multiple cycles. Special instructions are available to allow a consolidated debit for multiple advices by location or by account. However, because returned items are processed at two different locations, a daily advice may be created by each return location. For Focal Point Plus, returned items are automatically labeled with your assigned number of the location and store that made the original deposit, regardless of what was in the MICR line of the original deposit ticket. Debits are automatically made to the appropriate shadow account. Alternate returned item instructions and returned item solutions are available. 7. What are the cut-off times for deposits at the bank's local branch and at the bank's Processing Center to ensure same day credit? Where is the Processing Center/Cash Vault located? WIN the City deal directly with the Cash Vault on deposit adjustments or with a local representative? The cutoff times for branch cash services vary by market. No cutoff times are before 5 p.m. local time. We are proposing our downtown Los Angeles cash vault for the City. The ledger cutoff times for this site is 7:30 p.m. PT. Your first point of contact for cash vault questions will be Commercial Customer Service team. Additionally, your relationship manager, treasury management consultant or local branch can assist with a variety of support. U.S. Bank City of La Quinta 21 Tab H - Bill Concentration Service 1. Does the bank have the capability to provide a bill concentration service? If so, please describe the service and any costs associated. U.S. Bank is pleased to provide the following concentration and receivables options to the City. U.S. Bank's E-Lockbox service (previously known as Bill Consolidator Payments) delivers and consolidates payments originated through electronic online bill payments, walk-in-cash locations and Consumer Credit Counseling payments in a single consolidated file. We receive the City's payments and remittance detail from the Online Bill Payment and Presentment network of over 200 oidgmarors. On the same day paj-ments are received, we electronically credit your designated U.S. Bank account. The remittance information is transmitted to you in an EDI 820 or other mutually acceptable file format. You can upload the remittance data directly to your accounts receivable system as you do today with paper remittances. E-Lockbox service can help you: GAIN EFFICIENCY AND STREAMLINE PROCESSING n Improve cash flow by accelerating the collection of payments made through various channels at financial institutions and third-party payment providers. n Simplify receivables reporting with a single same-day automatic credit posting to your account for the total amount collected. n Streamline and improve reconciliation with one consolidated remittance data file. n Eliminate the need to manage multiple relationships with various payment networks and providers. Our dedicated team will manage more than 120 pay originators on your behalf. REDUCE EXCEPTIONS n Your payments are prescreened to your specific company parameters to ensure accurate customer account numbers. n We work with the various bill payment providers to validate your customers' account information before payments are initiated by using "scrub" files. INTEGRATE EASILY WITH YOUR CURRENT ACCOUNTS RECEIVABLE SYSTEM n Seamless integration and a one-time setup make implementation fast and easy. n Data can be consolidated and delivered with other receivables transaction information. n As an option, multiple electronic reinittance files can be sent daily using your preferred file format for easy posting to your accounts receivable system. SIMPLIFY INTERNAL OPERATIONS, EXCEPTION PROCESSING AND RECONCILIATION n Utilize VantagePointTM, our integrated receivables solution, to easily submit returns and notifications of change, eliminating the risk of data entry errors when exception requests are submitted manually. n VantagePoint reporting will help simpEfy account reconciEation. n Use the stop payment option to block and automatically return specified payments. VantagePoint, our Integrated Receivables solution, further streamlines your processing with consoHdated reporting, exceptions processing capabiEties and integrated access to multiple treasury management services. U.S. Bank City of La Quinta 22 LUiil'^iiji llf]' ilfffliiiji :/ Receivables Solutions U.S. Bank VantagePoint™ The City can gain a more strategic view of your accounts receivable (A/R) and working capital q cle with U.S. Bank VantagePoint. VantagePoint is an integrated receivables solution tliat's powered by SinglePoint®, our wholly-owned online business banking portal. Payments received through ACH, Wire, Lockbox and E-Lockbox are consolidated into a single data transmission for posting. Using customized business rules, exception queues and configurable workflows, VantagePoint can centralize your incoming receivables information, enabling you to efficiently view, manage and post payments to your A/R system. Exception management is centralized within a unified, intuitive view that's easily accessed online. n Automate manual processes to help create efficiencies andreduce costs n Gain a more strategic view ofyour accounts receivable process and working capital cycle n Manage exceptions within a centralized, unified view n EasyaccessonlinethroughSinglePoint® Payments Consolidated A/R file Remittance detail Data enrichment Exception management Remittance reassociation Rather than give provide you with hard dollar fees, we prefer to commit to a Vforking Capital Engagement which will assist in understanding the complexity and unique needs the face the City of La Quinta. This consultive approach will provide your relationship team with a clearer understanding of the City's needs, as well as how we can assist the City in increasing efficiencies and what working capital advantages we can provide. U.S. Bank City of La Quinta 23 Tab I - Wire Transfers The City currently transacts wire transfers on-line, Initiating approximately five (5) wires and book transfers a month and receiving approximately two (2) incoming wires per month. 1. Please describe the bank's on-line wire transfer capabilities. What is the deadline for initiating wire transfers? U.S. Bank Wire Transfer combines advanced technolog}- witli national and international networks to enable the Cit)- to move funds quickly and securely. Wire transfer is an important treasury management tool to control cash flow with the convenience of same day and future dated movement of funds directly and reliably. SinglePoint, our integrated suite of treasury management services, makes it possible for clients to achieve new levels of efficiency by bringing our powerful banking services together into one easy-to-use website. The tool's single point of access increases effidenc)' and an integrated design provides quick access to information in order to manage your financial posidon with speed and flexibility. Wires may be initiated online using SinglePoint VC^e Transfer. Required user ID and password security is augmented through token-generated password entry and required PIN for each wire transfer. User transacdon and daily cumulative limits for initiation and approval are available. User access can be granted by wire type, account and function. Audit reports track activity by \vire transfer and by user. Our sophisticated encryption system secures data during transmission. The following are our opening hours and cutoffs in Pacific Time for initiating wire transfers to ensure same day execution. Wire Type Initiated Voice & Phone Outgoing Wires m Wi^jiH^WIFTMTIOI'. Domestic Same Day SinQlePoint Incoming Wires Internal / Book 4 p.m.4 p.m. !2 p.m.4 p.m.4 p.m. Drawdown 2:30 p.m.2:55 p.m.2 p.m.2:30 p.m.3 p.m. Fedwire 2:30 p.m.2:55 p.m.2 p.m.2:30 p.m.3 p.m. Federal Tax Payment 12:30 p.m.2:55 p.m. i N/A 12:30 p.m. 1 N/A Domestic Future Day Book 4:30 p.m.N/A 2 p.m.No deadline N/A Drawdown 4:30 p.m.N/A 2 p.m.No deadline N/A Fedwire 4:30 p.m.N/A 2 p.m.No deadline N/A Federal Tax Payment 12:30 p.m.N/A N/A 4:30 p.m. i N/A International Same Day* U.S. Dollar 3 p.m.! 2 p.m. !! 2 p.m.3 p.m. I 4 p.m. Foreign Currency |2 p.m.2 p.m.1 2 p.m.1 2 p.m.2 p.m. International Future Day U.S. Dollar 4 p.m.i N/A 2 p.m.No deadline !N/A Foreign Currency 2 p.m.1 N/A ' 2 p.m.' No deadline N/A 'International wire transfers are sent on the day U.S. Bank is instructed to send it The value date defines the date the tieneficlary should receive the funds within their account. However, U.S. Bank does not have control over an international bank and the process they use to complete fl)e wire. You can \iew incoming and outgoing wire transfers in real-time via SinglePoint. All details related to the transaction are available to view, print or export. We will credit your account for all incoming wires received before 5 p.m. CT each business day. Our wire transfer department will stay open to receive and process incoming wire transfers in the event the Federal Reserve wire hours are extended. U.S. Bank City of La Quinta 24 Batch wire and real time wire interface assist you with streamlining the wire transfer process. Batch wires enable you to prepare wire transactions throughout the day within your internal wire platform and transmit them to us dkecdy in single data file transmissions you schedule. The automated interface between us saves time and reduces errors, particularly if you experience high volumes. Real time wire interface transactions enable you to connect securely and direcdy to our wire transfer system from your internal wire platform. Wire transfer instructions are executed and notification and confirmation reporting is processed in real time. Real time wire interface is available for incoming and outgoing wire transfer transactions. This is also an automated interface between us. Improve efficiencies by reducing processing time and errors, particularly if you experience high volumes. 2. What safeguards and security measures does the bank have In place to protect the City? Security safeguards for each U.S. Bank wire initiation method are described in the following table. Initiation Method Security Voice n We issue a user PIN, which is required to request wire transfers. n We perform callbacks on all non-repetitive wire transfers initiated exceeding $10,000. n You grant individuals callback approval authority as set forth in the Wire Transfer Agreement. n Dollar amount limits are set for users for initiation and approval. Internet: SinglePoInt n A password and user ID are required to log in to SinglePoint. n A Verisign token Is required to enter the wire transfer service within SinglePoint. n We issue a user PIN, which is required to request wire transfers. n A secondary authorization (approver) is required on all free-form wire transfers. n Dollar amount limits are set for users for initiation and approval. n CumuIaHve dollar amount limits per day for initiation and approval are also available. n 128-bit SSL encryption through the browser encrypts the entire SinglePoint session. CPU to CPU: Batch Wire/Real Time Wire Security procedures for wire initiation approval and submission are defined, managed and maintained at your site prior to the wires being sent to us for processing. U.S. Bank City of La Quinta 25 Tab J - Automated Clearing House (ACH) Service Requirements ACH Direct Deposit of Payroll: The City utilizes direct deposit services for bi-weekly payroll for the City. Approximately 95% of the 110 City's employees take advantage of the direct deposit service. Please address the following: 1. Describe the bank's direct deposit services, including the software requirements and transmission options available. Direct deposit lets you pay your employees directly through an electronic transfer into their checking or savings account. If tlie City has multiple locations, it also eliminates transfer time and handling costs. With direct deposit, the City maintains a better forecast of cash flow and maximize the value of funds by retaining them in your account until the settlement day. Your employees simply authorize you to provide U.S. Bank with payroll data. You deliver the data by transmission, SinglePoint or through a third-party payroll processor. Direct deposit eliminates the need to make special payment arrangements for employees who are traveling, vacationing, or located far from the City. We accept both NACHA formatted and non-NACHA formatted files for processing. Non-NACHA files require translation services through our data translation services department. There are additional translation fees associated with processing non-NACHA formatted files. We recommend an unbalanced file for ease of processing. Non-NACHA files need to be submitted earlier in the day to allow sufficient time for file translation. We are able to process both one and two-day ACH files; there are no additional fees for a one-day file. However, we recommend clients originate payroll files two business days before the payroll effective date to ensure open of business availability for the employees regardless of bank location. While we can process a one-day payroll file, employee posting is not guaranteed under the ACH rules. We suggest these files be or^inated two days before the effective date to eliminate this issue. 2. Discuss screening measures that the bank uses to minimize errors on files sent to the bank. Describe the process and timing available for file/error correction. Clients originating files via ACH Direct Transmission or through another method (third party originator) receive a notice from ACH Services confirming that the file was received and will be processed. The confirmation also provides the originator to match the dollar amounts reported by U.S. Bank to the totals for the files they have send. This confirmation notice can be provided via secured email, flat file via direct transmission, or fax. The notice confirms that we have received you ACH file for processing. An organization may be setup with an unlimited number of email addresses or fax numbers to receive the file confirmation notice. They will incur a charge for each fax, email and file confirmation sent. In addition to the file confirmation report, clients may opt to choose to implement control total entry. If control totals are implemented, ACH will require the client to submit the total dollar amount of the file(s) submitted for processing, ACH will only process the file(s) if the control total entry matches the amount submitted for processing. The City can choose to enter the control totals using our SinglePoint platform or via TVR. The confirmation is available within 30 minutes but no longer than one hour after submission of the file. The file confirm includes a message that the file was received for processing or it reports that there was an error and to contact ACH Production Services. If you have not received your confirm within one hour you should contact ACH Production Services for further assistance. Clients can opt to receive an ANSIX12 formatted file confirmation, such as an 824, if desired. U.S. Bank City of La Quinta 26 Adjustments The U.S. Bank ACH adjustment service allows the City to amend an ACH file, batch or individual transaction delivered to U.S. Bank but not yet submitted for processing to the ACH network operator. The Cit)^ may request deletions and reversals online through the SinglePoint ACH adjustment service. A standard bank-suppUed ACH adjustment request form streamlines the input process and reduces the chance for entry errors. ACH adjustment forms can also be submitted via email for clients who do not have the SinglePoint ACH Adjustment service. Adjustment requests may be made Monday through Friday, 6 a.m. to 5 p.m. PT, with the exception of bank holidays, for same business-day processing. If the item is still in the ACH warehouse, we can process the adjustment as requested. In accordance uith the NACHA rules, adjustments are allowed up to five days after settlement date. If the item is setded for more than five days, our ACH customer service department issues a letter of indemnity to the receiving bank to recall the funds. Note: Same day effective dated transactions destined for other banks are submitted to the ACH network operator mid-day so lameframes to delete transactions is very limited. Reversals of same day ACH payments are allowed. 3. Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when the funds are debited from the City's account. The deadline for standard ACH processing is 8:30 p.m. PT for direct file transmission and 7 p.m. PT for transactions processed through our SinglePoint ACH Origination platform. The deadline for transactions originated through data translation services is 2 p.m. PT. The deadline for same day ACH credit and debit transactions is noon CT for direct file transmission NACHA format and 9:15 a.m. PT for SinglePoint. The same day ACH deadline for transactions originated through data translation serxtices is 8:15 a.m. PT. 4. Discuss any employee benefit programs for City employees and indicate if the bank would be able to participate in City-hosted employee benefits presentations. Workplace Banking Perks - Banking Services for Employees In addition to the convenience and savings that U.S. Bank provides to our clientele, U.S. Bank offers to all employees of tlie City a special package of banking products and services. U.S. Bank Workplace Banking features special membership offers, discounts, and bonuses on a variet)^ of valuable products and services for employees who use direct deposit. Tlie program is an excehent benefits package that offers your employees real value at no cost to the Citx' or its employees. Pair these Workplace Banking benefits with a personal checking account that's right for you and put U.S. Bank to work for you. n Up to a $1,000 discount on closing costs with a U.S. Bank Home Mortgage n Free first order of U.S. Bank logo checks n 50% off annual Safe Deposit Box rental fee And with a U.S. Bank checking account you are eligible for: n Free credit score access with Online Banking n Mobile Banking n Email and text alerts n U.S. Bank Visa® Debit Card n Access to more than 4,900 U.S. Bank ATMs U.S. Bank City of La Quinta 27 5. Is there direct support for file testing? Yes. U.S. Bank processes and originates NACHA formatted files on behalf of our originating clients, supporting several transmission protocols, including File Transfer Protocol Secure (FTPS), Secure File Transfer Protocol (SFTP) -with Secure Shell and Secure HTTPS. U.S. Bank Managed File Services works with you to establish and test the communications linlr between our two systems. Simultaneous to this process, U.S. Bank ACH operations enters your information to establish the City on our ACH system. Once the connection is established, U.S. Bank begins testing ACH file format compatibility. We require two successfully tested files containing unique data before transferring into production. ACH Vendor Payments: The City would like to make payments electronically. Describe the program used by the bank to facilitate these payments. The City currently uses Tyler Incode 10 for its financial software. As one of the top five largest originators and receivers of Automated Clearing House (ACH) transactions in the United States, U.S. Bank offers the City a variety of ACH services that allow you to eliminate paper checks by using electronic payments. ACH is both cost-effective and secure. With ACH, you know exactly when your collections and disbursements clear. You can track the City's cash position accurately and base treasury management decisions on exact information. Additional services allow you to initiate international payments, protect account identity, and post only authorized incoming ACH debits and/or credits to your accounts. U.S. Bank offers the following options for you to originate ACH transactions: n ACH Direct File Transmission—You or your third-party provider transmits the disbursement or collection transaction information in a National Automated Clearing House Association (NACHA) formatted data file, EDI format, or custom format to U.S. Bank through a variety of methods. We process the transactions and funds are debited from or credited to the organization's account on the settlement date. ACH credits or debits can be made to personal and/or business accounts. The direct transmission input deadline for same business day processing is 8:30 p.m. PT. Future-dated ACH transactions may be submitted up to 30 calendar days in advance of the settlement date. The File Confirmation Service can be used as a complement to our file submission process. n U.S. Bank SinglePoint ACH—^Enables you to originate ACH transactions online through a Web browser. SinglePoint is a full-service ACH application that creates, stores and originates ACH transactions from any location at any time. Unique features include: • A robust import option supporting NACHA, CSV and fixed field file formats. • An export function that sends ACH data from SinglePoint to other accounting applications. • A function that automatically updates transactions with detail provided in Notifications of Change (NOCs). Convenient and cost-effective uses of ACH include: n U.S. Bank Direct Debit Payment—^Direct debit payments allow the City to automatically collect regularly fixed or recurring electronic or check payments. The speed and accuracy of advanced technology reduces the expense of billings, collections and reconciliation, while cash flow is made more predictable and your customers' satisfaction is enhanced. " Business to Business Payments—ACH payments are a fast and efficient altemative to checks and you can use them to electronically pass payment and invoice information between you and your business partners. U.S. Bank City of La Quinta 28 n International ACH Payments—The City can send ACH payments to Canada, Mexico and 22 European Countries. U.S. Bank SinglePoint ACH enables you to send international ACH transactions (lAT) in tlie new lAT format required for international and some domestic ACH transactions. ACH Auto Debit: The bank must have the capability to accommodate an online bill collection services. U.S. Bank can meet this requirement and may recommend, U.S. Bank Direct Collection. Direct collection is a cost-effective way to collect repetitive or one-time payments from business or personal accounts. If you are collecting from personal accounts, you must obtain authorization prior to initiating the ACH debits. You provide the necessary transaction information to U.S. Bank from the City's back office system or service provider. We process your transactions through our ACH system and deposit the funds in your account on the due date. By eliminating checks, direct collection eliminates your incurred charges for deposited items, daily deposits and lockbox processing. By establishing specific due dates with your customers, you gain faster access to your money and know when those funds are available. U.S. Bank City of La Quinta 29 Tab K- Payroll Tax Processing Please describe the bank's payroll tax withholding services and its related costs. The City requires the ability to report and pay state and federal tax withholdlngs automatically online or by telephone. The City can import or manually enter tax payment information into SinglePoint. SinglePoint ACH Origination maintains over 1,300 federal, state and child support payment formats to assist you with correctly formatting your addenda entries. Additional specialized payment formats may easily be requested through SinglePoint's electronic add form request. Once your tax payment transactions have been created or updated within SinglePoint they must be initiated as batches ^ve transactions) to reach the bank for processing. Information on the batches you've submitted is available for 45 calendar days. As an alternative to SinglePoint, tax payments can be submitted via direct transmission or EasyTax, a standalone internet tax module. EasyTax transactions can be assigned effective dates up to 30 calendar days into the future. Detailed reporting for EasyTax transactions is available for up to 24 months and can be searched in 60 day date ranges. EasyTax provides the following functionality: n Manage your user profile—Once you are set up on EasyTax you can manage your entitlements by adding or removing tax authorities and jurisdictions. n View transaction history—View up to two years of transaction history online by payment jurisdiction. n Same day payment deletion—^If you make a payment in error the same day, you can delete the payment through the internet before the payment deadline same day. Additional EasyTax product characteristics for both access methods include: n Initiation—You must initiate your tax payments at least one business day prior to the tax due date or liability date — it allows the flexibility of making a tax payment from one day before and up to 30 days in advance of payment due date. Initiation is available via intemet or IVR. n Payment—^U.S. Bank deducts the tax payment dollar amount from your U.S. Bank business account the same business day that you initiate the tax payment request. However, if the pa5mient is made after the defined day's cutoff, it will be considered a next business day transaction. n Processing—We send the ACH payments based on the calculated due date to the appropriate taxing authority. n Receipts—You may be set up to receive your payment receipts via fax or U.S. mail. You can designate which receipt method you prefer through the intemet or by calling EasyTax customer service. Based on your designation, you can also receive a fax or mail verification receipt acknowledging a tax payment was made. If you select none, you can view their receipt online, where you will need to log on to the website to view you receipts. n Transaction history—^You may request a monthly or quarterly recap report sent via mail or fax, delete same day payments and retrieve previous transactions. n Input timeframes—Input timefirames in Pacific Time are: • Next business day payment—1 a.m. — 3 p.m. • Two business day payment—3 p.m. — 9 p.m. n Transaction history—You may review up to two years prior to the current day of state or federal transaction history. n User profile maintenance—You may change your address, bank contact person and fax or mail receipt preference information online. You can also add or delete tax payment jurisdictions (tax codes). You can also opt to make federal tax payments through the Electronic Federal Tax Payment System (EFTPS) provided by the U.S. Department of Treasury. When done via ACH, these are debit payments. U.S. Bank City of La Quinta 30^ Tab L - State Activity/LAIF Transfers The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives State electronic payments. 1. Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer, etc.? How Is the accuracy of transfers assured? U.S. Bank was approved by the State Treasurer's Office as an authorized depository in 1992. U.S. Bank can easily support both deposits and withdraws between the City and LAIF. As one of eight authorized California State depository banks, the need to make expensive wire transfers to and from LAIF is eliminated. Other financial services to California state agencies began in 1985. To initiate a LAIF transfer, the City calls the State's LAIF Desk. The State will notify U.S. Bank of the LAIF transaction request by 11:30 a.m. PT. Our service banker then uses an online system for LAIF transfers. This enables U.S. Bank to add a descriptor on the City's bank statement identifying the LAIF transfer. The City can follow-up directly with our Customer Service. Procedures for LAIF Transactions Office hours: 7:30 a.m. to 4:15 p.m. For same day transaction, please call LAIF by 10 a.m. Transaction calls received after 10 a.m. will be for the next business day Maximum 15 transactions (combination of deposits and withdrawals) per month. Minimum transaction amount $5,000, in increments of a thousand doUars For cash flow purposes, please provide LAIF at least 24 hours advance notice for withdrawals of |10 million or more Transactions may be requested 10 calendar days in advance of effective date Prior to the funds transfer an authorized person must call LAIF to do a verbal transaction Please make telephone calls which pertain to account activities and/or general information after 10 a.m. so our lines will be available for daily transactions 2. What is the charge per transfer to LAIF? From LAIF? The charge per transfer to and from LAIF is a total of §16 (§7.50 to and §8.50 from). 3. Does the bank have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer's office and the State Controller's office? Yes. 4. Is the bank an approved State of California depository? U.S. Bank is one of the depository banks for the State. Their accounts are managed at our Sacramento Main office. 5. What is the charge for the deposit of State electronic payments? State warrants? Charges assessed for these transactions applied would be assessed as Debits/Credits as priced within Tab U — Banking Services Bid Form. U.S. Bank City of La Quinta 31 6. What is the bank's position on past issuance of lOU's by the State of CA? Does the bank accept lOU's for deposit? U.S. Bank has accepted lOU's by the State of California in the past, as we are a state approved bank. We do reali2e this process can occur. In the event of an occurrence, U.S. Bank would evaluate the reasoning for the lOU and would evaluate for further approval. U.S. Bank City of La Quinta 32 Tab M - On-line Bank Processes and information Reporting The City currently utilizes a web-based on-line system to perform a variety of processes, such as placing stop payments and accessing online balance reporting information for all accounts. 1. Please describe the banks on-line banking and information reporting system(s) including a list of all services provided. SinglePoint® enables the City to achieve new levels of efficiency by bringing our powerful banking services togetlier into one easy-to-use website with a single point of access for all of your global treasury management service needs. A fully integrated, wholly-owned online suite of treasur)^ management services, SinglePoint does not require dedicated PCs or software installation. With SinglePoint, you can monitor account activity; view, manipulate and download images; transfer and manage payments, including disbursements via Zelle; process and deposit collections; prevent fraud; and manage your employees' system use. Tlie following services are available within SinglePoint and are accessible with the same user login ID and password. Monitor Account Activity n Account reconciliation n Adjustments n Cash forecasting n Image access n Information reporting n Lockbox wholesale n Returned item dedsioning n Reports file delivery Transfer and Manage Money n ACH adjustments n ACH origination n Cash vault n Electronic cash letter deposit n On-Site Electronic Deposit n Wire transfer n Disbursements via Zelle Account services Asset-based loan information reporting General ledger reconciliation Image file delivery Lockbox image look Mobile SinglePoint U.S. Bank VantagePointi" ACH additional services Book transfer Check payables Investments Trust transfer Real-Time Payments Act Globally n Foreign Exchange Web (FX Web) n International ACH n International remittance calculator n International wire transfer Global trade International information reporting International request for transfer Prevent Fraud n ACH positive pay n IP whitelist service n Reverse positive pay n IBM®Security Trusteer Rapport™ Issue maintenance Positive pay (previous day, same day, payee) Stop payments U.S. Bank City of La Quinta 33 Control Access and Stay Informed n Customer service n Dashboard n External messaging n LaunchPoint n Personal settings n Service guide n System administration You initiate ACH, account transfer and wire transfer services from separate pages in SinglePoint. Our systems are integrated, so each transaction type requires only the information unique to that type of transaction. The remaining fields are checked and populated from a common data source. Reports and transmissions can be scheduled through SinglePoint at any time throughout the day. Reports are delivered via transmission or secure email at the specified time. Fax and email reporting allows users to receive current and/or prior day reporting at a preset time without losing in. Certain time-critical functions, such as Positive Pay approvals and Positive Pay decisions, can also be accessed via a web- enabled mobile device through Mobile SinglePoint. U.S. Bank Mobile SinglePoint Mobile SinglePoint is a version of SinglePoint designed specifically if you're always on the go and need access to cash management tools when you're away from a computer. You can view key balance information on both domestic and international accounts from a mobile device. You can also view current day reports, such as ACH Summary and Detail, Wire Detail and/or Lockbox Summar}-. SinglePoint Information Reporting SinglePoint Information Reporting enables the City to manage your financial position with superior reporting tools. SinglePoint Information Reporting displays account summary, detail and transaction information for accounts and transactions online. Benefits can include: n Simplify daily account reconcilement—You can view current and previous day transaction and balance summary totals, including interim collected balance and Controlled Disbursement totals. Drilling down to account details for an individual transaction is easily accomplished. Users can view images of paid checks, returned checks and deposited returned items. You can also review incoming wire detail and return wires online. n Transfer funds easily from your account summary view-—^If you use SinglePoint Book Transfers, you can view your previous day or current day account summary and take action within Information Reporting to immediately transfer funds between accounts. n Search for transactions—SinglePoint allows you to search by account, transaction t)pe, date range, amount and transaction reference (such as check number). Users can view, sort and print search results in PDF or comma separated value (CSV) formats and drill down to transaction detail within the application. Search also allows for wire returns. n View standard and special reports in various formats—Standard reports include five pre\'ious day and 10 current day reports, including the highly useful ACH and Wire Detail reports. With SinglePoint you can quickly select report dates with tlie clickable calendar tool. Report formats include browser, PDF and text for human readable reports and BAI2 and CSV to integrate with internal systems. n Customize reports with robust filtering—Users employ the report builder to select accounts, date ranges and data fields like transaction types, as well as save and name personal report filters, then reuse and share with other users. n Manage delivery of reports via email or transmission—You can set up delivery schedules of previous, current day and custom reports on your accounts to be delivered to an email address or transmission mailbox. U.S. Bank City of La Quinta 34 • Decision your current day returned items—Your employees can easily re^aew returned items, view images and dedde to charge back or redeposit eligible items or request a reversal, and view their decision history. Data Retention Previous day data is retained for 60 calendar days and current day data is retained for 10 calendar days. Additional retention periods of 90 days, six months, 12 months, 18 months and 24 months are available for an additional account-level charge. System Administration Your designated SinglePoint system administrator sen'^es as your security manager. Tlie system administrator: Creates and deletes SinglePoint users Requests and maintains tokens, required to initiate payment transactions Sets and modifies user payment and transaction quantity limits Assigns user access to services and accounts Assigns initiation and approval entitlements Resets own and other users' passwords when necessary (regular users can change their own passwords) We offer a dual system administration option upon set-up for added control. With this option, all changes to user access or limits require a second system administrator approval to process. You can determine which accounts, services, functionality' and limits each user sees and uses. Administrators can add, copy and reuse user profiles to streamline the set-up of new users. They can also modify user entitlements, account access and transaction limits at any time with immediate updates. The system allows you to change user status for interim periods, as well as ass^ entitlements by service area, function and account access. You can also set user payment limits for ACH, book transfers and wire transfers. To assist you in monitoring system usage, we also offer the following audit features; n User activiry audit reporting for all services n Token maintenance and status reports n User profile reports n Account profile reports n Service profile repons 2. What are the current computer hardware and software specifications for most effectively utilizing the bank's on-line system? SinglePoint technical recommendations are stated below at supported and optimal levels. Supported browser verstr>r"' «««rntfng system Operating system Optimal browser versions TLS 1.2 will be automatically enabled. (Includes version shown or current version.) Minimal browser versions You will need to manually enable TLS 1.2 in browser security settings. Windows® 7 internet Explorer 11 Chrome 30+ Firefox 27+ intemet Explorer 8,9 or 10 Firefox 24 through 26 Windows® 8 Internet Explorer 11 Internet Explorer 10 U.S. Bank City of La Quinta 35 Chrome 30+ Firefox 27+ Firefox 24 through 26 Windows® 10 internet Explorer 11 Edge 12+ Chrome 30+ Firefox 27+ N/A Chrome 30+ Apple® Mac OS® X Firefox 27+ Safari 7+ Firefox 24 tfirough 26 Mobile Android 4.1 thru 4.4.4 Chrome 30+Google Android™ browser Android 5.0 and up Chrome 30+N/A iOS 5 and up Safari 5+N/A Component Optimal Workstation Minimum Workstation Requirements Screen resolution 1280x1024 or higher 1024x768 CPU 2.0GHz processor or faster 500MHz or faster Modem Broadband Internet connection 56 KBPS Memory 4 GB or more 1 GB or more Hard Drive disk space 100 MB or more 35 MB or more Users may also need Adobe'^ Reader® and Microsoft Excel® or compatible application to view and print certain reports. 3. At what time (Pacific Standard Time) is prior day Information available? Previous day information is avdlable by 4 a.m. PT; however, often times the data is available sooner. 4. Is the per item fee for prior day reporting based on the number of Items reported or accessed? Tlie per item fee is charged based on items reported. 5. Can the reports be customized? Exported to Excel? Yes. SinglePoint allows the Cit)' to create custom reports based on your specified criteria. Your users can save the filters they build and share them with other users. Criteria available for custonrization include: n Remove and reorder accounts n Date range n Transaction types (BAI codes): • Summary code groups • Transaction detail groups • Individual BAI codes n Transaction amount or range of amounts n Transaction reference number or range of transaction reference numbers Additional customi2ation is available for exporting files in CSV format, which allows you to remove fields and designate field position order. A simplified Excel version of previous and current day detail information is also available upon request. U.S. Bank City of La Quinta 36 6. What types of security measures are in place? How is the assignment of user I.D.'s and passwords managed? SinglePoint protects account information with the most current and proven technology available, including; n Two-way 128-bit encryption n SSLv3 n Individual client IDs, passwords and digital signatures n Verisign time based tokens are required for usere to access pa\Tnent services (ACH and wire transfer). Tokens are pre-programmed to produce a new numerical code every 60 seconds. One token is assigned to each user at your site. n By default, all entidements must be approved by a second system administrator. You must complete additional paperwork to waive the dual approval requirement. An optional IP white listing securit)' feature is available if you want to restrict user access to allow only specific IP addresses or IP address ranges. The application also uses a tool called Passive Monitoring, which detects anomalies in web traffic between user PCs and our application. These anomalies include user PC viruses. Once detected, we contact users to communicate viruses were identified and advise on corrective measures to clean the user PCs. Adding users The City's system administrator utilizes SinglePoint's system administration service to add, configure, modify and remove users online in SinglePoint No contact with U.S. Bank is required to add or delete users. The sub-system administration feature allows you to create a second level of system administration to support a tier structure of accounts. This feature is perfect if you have multiple divisions and decentralized operations. It allows division heads to manage their own users and accounts for decentralized operations. n Full system admimstrators (e.g., corporate level) can designate sub-system administrators (e.g., business division level) to have access to control accounts, users and tokens in their business divisions. n Sub-system administrators manage tokens, user profiles and audit reports for the users in their business division only. n Full system administrators have access to system administration functions within SinglePoint, including: • Manage users (all users including sub administrators) • Manage global settings • User and system audit reporting • Administer tokens n Sub-system administrators have access to the system administration functions, including manager users, system audit reporting and administer tokens for users and accounts within their subgrouping. n If the user is set up to initiate payment transactions, the system administrator must request a token after the other setup acti\tities are completed and approved. n At setup, we will create regular users and one or more system administrators based on your request in the setup documentation. n A system administrator or sub system administrator can then initiate an action to add, modify or delete a user. The second system administrator must approve the addition or modification. U.S. Bank City of La Quinta 37 n For additional security, SinglePoint's system administration is set up with dual authorization. One system administrator or sub system administrator can create or modify a user and a second system administrator or sub system administrator must approve the change. n After initial setup, all user maintenance activity is supported on the internet in SinglePoint. Except for obtaining additional tokens for brand new users who need to initiate payment transactions, all user administration can be done at a workstation by your two system administrators (one to make the change, the second to approve that change). Once approved, user changes are effective upon the modified or added user's next (or initial) login. If additional tokens are required, the system administrators can request them online in the system administration service. Token requests are filled within three days of the request, not including shipping time. 7. What is the bank's contingency pian for providing this information in the event of an unexpected bank system problem or natural disaster? We plan for an all hazards approach to business recovery including power outages. Our operations are located in a primary data center, with redundant communications, utilities and back up generation for three days. The continuity plans are scalable to accommodate shorter-term events such as a power outage. In the event your internet service is disrupted, you can physically deposit items using a standard deposit ticket for the appropriate depository account and deliver the deposit to a local branch or processing center. You can also bank by mail, use company staff or a courier service to deliver the deposit This requires maintaining a supply of deposit tickets, deposit bags or trays, depending on your volume of work. As part of your Business Continuity Plan (BCP), you should identify the closest branch or processing site location and what decision criteria tri^ers engagement of the BCP plan or manual deposit process. 8. Does the bank offer electronic delivery of statements, reports, and notices? Yes. Alerts and notifications through SinglePoint External Messaging enhance process efficiencies by utilizing over 200 unique messages that can be configured and routed to various destinations, including email addresses and SMS messages to mobile devices, ensuring key items receive attention. Extemal Messaging is available for one low monthly fee. You can set up as many users and accounts as you like, and each user can set up as many alerts and notifications as they wish. U.S. Bank City of La Quinta 38 Tab N - Account Reconcilement The City currently issues approximately 400 Accounts Payable and Payroll checks monthly and utilizes Full Account Reconcilement with Positive Pay services for its disbursement accounts. 1. Does the bank offer Full Account Reconcilement Services with Positive Pay? If so, please describe the service including accepted methods for receiving the Positive Pay data and the format specifications for that data. Yes. U.S. Bank Account Reconciliation delivers the Cit\' prompt and accurate computer-generated reports on paid and outstanding checks. Our services reduce your clerical work, help reduce fraud and give you more time. Our services are designed to fit with your computerized accounting system and provide you flexible reporting options for a wide variety of accounting cycles. We provide your information via hard copy report, data transmission or online through SinglePoint Account Reconciliation. We offer partial ARP, partial positive pay, full ARP and full positive pay services. While this set of services is optional, we strongly recommend you take advantage of the positive pay service as a component of your overall ARP package. Positive pay is the best and most affordable protection against fraudulent check activity. If you choose not to use positive pay, you are responsible for and more susceptible to, fraudulent acrivitv' within your accounts. U.S. Bank Full Account Reconciliation U.S. Bank Full Account Reconciliation provides a set of comprehensive reports listing aU outstanding and paid checks, along with all otlier check activity. With full reconciliation, you simply forward us the register information on all checks issued, along with a list of deleted or cancelled items. Your issue information is compared to your account activity to produce the reports. Since we automatically adjust and correct misencoded items, this service virtually balances your checking account for you. Flexible cutoff times allow you to customize the statement period. Below is a listing of reconciliation information availability following statement cutoff: • Bank statements—Eight business days through U. S. Mail. Two business days through SinglePoint • Canceled checks—10 business days (checks). • CD-ROM—Five business days. • Reconciliation information—Eight business days through U. S. Mail. Five business days through SinglePoint. Due to automated balancing, 99 percent of reconciliation reports are available on SinglePoint by the second business day. Positive Pay services U.S. Bank Positive Pay services help detect check fraud by electronically matching checks that are presented for payment to the checks you have issued. SinglePoint positive pay provides the tools to review exceptions, view images, make payment decisions, request adjustments and access history online. We offer two types of exception review. n With the previous day service, you can review exceptions for the previous day's checks after they have posted. n For Controlled Disbursement accounts, the same day service allows you to review exceptions for the current day's checks before they are posted. You can decide whether to return items and request adjustments to correct the checks before they are posted to your account. Same day exceptions are available at 1 p.m. account processing time on the day of posting (based on the time zone of the Controlled Disbursement site), with decisions due back to U.S. Bank by 3 p.m. If you are unable to decision your same day exceptions on tlie day of posting, you can defer your decision until 3 p.m. account processing time on the day after posting. (The exception will be displayed in the Previous Day Positive Pay Exception List the next day.) U.S. Bank City of La Quinta 39 Each day, we update your exceptions list with mismatches between presented and issued checks, allowing you to review positive pay exceptions on multiple accounts at the same time. Exception items include checks that have been converted to ACH items. You can decision each exception from the list and submit to U.S. Bank in a matter of seconds. Your online decisions can include adjustments to an item's dollar amount and/or check number and automatic creation of updated issue information. You can link directly from the exception list to the corresponding check image; view and manipulate the image; and then decision from the image viewer. You can change the default decision for every account. Default changes must be made prior to the account deadline and are effective immediately. For the same day service, you have the option to set your default to defer to previous day review. A second level of security can be set up to require an approver for all decisions. Decision approval must take place prior to account deadlines. Robust audit reports allow you to view modification history and determine who decisioned and edited items. Up to 45 days of exception history can also be viewed to verify decisions and review images of exception items. SinglePoInt® Reverse Positive Pay SinglePoint Reverse Positive Pay enables the City to review checks paid transactions, view images, make decisions, request adjustments and access history online. You can detect possible check fraud and quickly instruct U.S. Bank about adjustments and returns. Using SinglePoint reverse positive pay completely automates the decision notification process. You will receive your daily checks paid information via an online transaction list, a downloadable file or direct transmission. n Use the online transaction list that displays all checks paid transactions for all accounts in one place. Transaction totals identify the quantity of items that need review. n Download daily checks paid transactions from all or selected accounts in CSV or BAI2 file formats. n Set up direct transmission of daily paid transaction records for importing to your reconciliation system. You can customize your work flow and eliminate the fax and phone process. Once you detect exceptions, you can enter and submit decisions to U.S. Bank: n From the transaction list n From a list of search results after entering search criteria n While viewing a check image in the image viewer Users can review transactions from 7 a.m. to 3 p.m. local time. Account deadlines are displayed in the user's local time. Each item has a review deadline time shown in local time. You can sort by this column to address the most pressing transactions first. 2. Does the bank offer Teller Positive Pay and Payee Positive Pay? Yes. We have made significant investments in technology to offer you the most robust level of fraud protection. As part of our ongoing effort to offer you the most robust suite of fraud prevention services available, SinglePoint positive pay, is now enhanced to help you detect and prevent altered payee name fraud on deposited and cash letter items, as well as items presented at the teller line. With this service, we enable you to detect fraud by helping you identify any items with non-matching payee names on disbursed checks. You can use two kinds of payee verification: n Teller Payee Positive Pay, included with our standard positivepay service—Your payee name information will be verified prior to checks being cashed by U.S. Bank tellers, if you provide it in your issue file. • The check amount, check number and payee name on checks presented for payment are matched to the data on your issue file. Any mismatches are not cashed, but returned to the presenter, reducing check fraud at the teller window. U.S. Bank City of La Quinta 40 • Requirements: Add payee name information to your issue file. Verify that the payee name on the check exacdy matches the payee name on the issue file. n Payee Positive Pay, optionalfeature for Single?ointpositive pay—In addition to teller payee positive pay, you can leverage our most advanced positive pay service, which provides the most complete fraud protection. This service expands our payee name verification to all items processed for your positive pay account, both at our teller line and in the back office. The payee positive pay service option is available only through SlnglePoint. • U.S. Bank Payee Positive Pay identifies payee name mismatches. These exceptions will be presented to you daily in the SinglePoint Positive Pay Exceptions List for your review, along with all other positive pay exceptions. You can link direcdy from the exception list to the corresponding check image. You can view and manipulate the image and easily make your decision firom the image viewer. • Requirements Add payee name information to your issue file. Verify your check stock meets U.S. Bank Payee Positive Pay Check Formatting Guidelines. Complete and return the U.S. Bank Payee Positive Pay Check Image Questionnaire. 3. How are the exception items under the Positive Pay reported to the City? What is the procedure and timeline for paying or returning exception items? Positive pay reports are delivered to the City tlurough: n The internet via SinglePoint positive pay. n The internet \'ia smart phones using our mobile banking positive pay ser%tice. n An alert stating there are exceptions to review on SinglePoint positive pay via the phone, fax, email and a message on SinglePoint Decisions are sent via the internet using SinglePoint positive pay or through our mobile banking positive pay service. Users can review transactions from 7 a.m. to 3 p.m. local time. Account deadlines are displayed in the user's local time. Each item has a review deadline time shown in local time. You can sort by this column to address the most pressing transactions first. 4. How are manual checks issued by the City sent to the bank for inclusion in Positive Pay? SinglePoint^ Issue Maintenance SinglePoint Issue Maintenance enables organixations to input issue and cancel information and update issue files hourly online. Access transmitted file confirmation information. Achieve new levels of efficiency by bringing our powerful banking services together in an integrated, easy-to-use website. For newly issued or canceled checks, you can enter check issue and cancel information online. Up to 10 kerns for multiple accounts can be added on a single page with no limit on the total number of transactions you can enter throughout the day. This eliminates the fax process and saves you time. Files can be uploaded online in the standard comma-separated value (CSV) format or you can create a customixed delimited or fixed length format. You will receive a message that the file was accepted or rejected {note. limit of5,000 items per We upload). Issue files at U.S. Bank, including the teller line, are updated immediately, from 4 a.m. to 8 p.m. PT each day. SinglePoint Issue Maintenance is a natural companion to your ARP or positive pay service. Payee information can be entered for accounts on the payee positive pay sei^tice. SinglePoint Issue Maintenance U.S. Bank City of La Quinta 41 5. ensures that U.S. Bank is always notified, automatically, of requests to add issues and cancels. The City can access file confirmation information within two hours of receipt of your issue files at U.S. Bank. The total dollar amount and total number of issues and cancels are provided for each account in the file. Does the bank provide on-line check Imaging for exception Items? Yes. Positive pay has images available to review for the exceptions. 6. Describe the bank's check truncation service. Is on-line check imaging available for paid items? Deposit slips? Bank correction advices? U.S. Bank captures digital images of a number of miscellaneous paper items, such as credit and debit tickets, deposit slips, deposited checks, returned deposited items and advices, and returned redeposited items. Images of these items are available on SinglePoint Image Access. All images except deposit detail (transit item) images up to seven years old are available immediately. Deposit detail images fewer than three years old are available immediately. Deposit detail images greater than three years old are typically retrieved within one hour but can sometimes take up to two hours. Large territory coverage items, such as account reconciliation reports, statements and account analysis statements, are readily retrievable online and exportable to saved file formats and are not generally digitized as images. 7. Does the bank offer a CD-ROM imaging service? If so, please describe the service and associated costs. Yes. Image Archive is our CD-ROM-based long-term storage and retrieval service for end-of-cycle images of paid checks (post-statement cutofQ. Image Archive includes viewing software to search, view, manipulate and print clear, crisp images from a PC. All Image Archive CD-ROMs are encrypted for protection of client data. Additional, the City has the option of access images via Singlepoint Image Access or SinglePoint Image File Delivery service. |IQ BBS Ba ucIH Description SinglePoint Image Access SinglePoint provides image search and retrieval. The City can view, save and print paid check images, deposit tickets, deposited checks, paper debit and,credit memos, returned deposited items, returned re-deposited items and advices. Images are accessible from a number of different sen/Ices within SinglePoint and are available for seven years from process date. SinglePoint image File Delivery U.S. Bank's SinglePoint Image File Delivery provides a transmission of images and associated index information on a daily, weekly, monthly or custom calendar basis using standard internet-based File Transfer Protocol (FTP) methods. We can also provide a transmission file of up to seven years of historical images. (Maximum of one montti per file request). The images can then be imported into the City's own image archive. Image Archive CD-ROM n Image Archive is our CD-ROM-based long-term storage and retrieval service for end-of- cycle images of paid checks (post-statement cutoff). n Image Archive includes viewing software to search, view, manipulate and pririt clear, crisp images from a PC. All Image Archive CD-ROMs^are encrypted for protection of customer data. U.S. Bank City of La Qulnta 42 8. Describe the bank's on-line stop payment, void, and cancellation services and features. How long is a stop payment effective via any method available? SinglePoInt^ Stop Payments SinglePointStop Payments will enable tlie City to manage your financial position with powerful search and stop payment tools. SinglePoint Stop Payments provides three methods of initiating stop payments: after initiating a check inquiry; by direcdy entering a stop payment request; and by importing stop payment requests. Each method supports single, batch and range entr)\ By default, stop payments are placed for 12 months, but you can adjust the term to either 6 or 24 months. You can also revoke a stop payment online. You can define ranges up to 50 checks and process a maximum 2,500 check inquiries or stop payments in a single submission. You can also revoke stops and batches of stops at the same capacity and rate. You can search for stop payments initiated up to 45 calendar days in the past, with optional 60 or 90 day retention available. SinglePoint allows you to view stop payment history and generate detailed daily activity reports on initiated stop payments. A stops expiration page identifies which stop payments will expire within five days—even if those stops were placed on a system other than SinglePoint. Using this page, you can select any of the expiring or expired stop payments and place a new stop payment to avoid checks being paid. If you plan to stop a check and after inquiry you find that it has cleared, the check's image is available from a "View image" link on the Check Inquiry' Results page. Check images are available by 7 a.m. local time the day after they are paid. SinglePoint® Issue Maintenance SinglePoint Issue Maintenance will enable the City to input issue and cancel information and update ksue files hourly online. Access transmitted file confirmation information. Achieve new levels of efficiency by bringing our powerful banking services together in an integrated, easy-to-use website. For newly issued or canceled checks, you can enter check issue and cancel information online. Up to 10 items for multiple accounts can be added on a single page with no limit on the total number of transactions you can enter throughout the day. This eliminates the fax process and saves you time. Files can be uploaded online in the standard comma-separated value (CSV) format or you can create a customized delimited or fixed length format. You will receive a message that the file was accepted or rejected {note: limit of5,000items per Hie upload). Issue files at U.S. Bank, including the teller line, are updated immediately, from 4 a.m. to 8 p.m. PT each day. SinglePoint Issue Maintenance is a natural companion to yoiur ARP or positive pay service. Payee information can be entered for accounts on the payee positive pay service. SinglePoint Issue Maintenance ensures that U.S. Bank is always notified, automatically, of requests to add issues and cancels. The City can access file confirmation information within two hours of receipt of your issue files at U.S. Bank. The total dollar amount and total number of issues and cancels are provided for each account in the file. 9. Describe how long online images are available for display and what type of images are available. In addition to Image Archive, described in response to question 7, we offer two products, described below. SinglePoint Image Access SinglePoint provides image search and retrieval. You can view, save and print paid check images, deposit tickets, deposited checks, paper debit and credit memos, returned deposited items, returned re-deposited U.S. Bank City of La Quinta 43 items and advices. Images are accessible from a number of different ser\dces within SinglePoint and are available for seven years from process date. SinglePoint Image File Delivery SinglePoint Image File Delivery provides a transmission of images and associated index information on a daily, weekly, monthly or custom calendar basis using standard internet-based File Transfer Protocol (FTP) methods. We can also provide a transmission file of up to seven years of historical images. (Maximum of one month per file request). The images can then be imported into your own image archive. U.S. Bank City of La Quinta 44 Tab O - Daylight Overdraft Protection The City currently requires daylight overdraft protection. 1. Describe any issues, concerns, and charges associated with the use of daylight overdraft facility. U.S. Bank, as required by the Federal Reserve, monitors real time daylight overdrafts by account and by client relationship. The City can be set up at the account level or client level to calculate daylight overdrafts for wire transfers. Daylight Overdraft Limits To facilitate wire transfers and other routine business, U.S. Bank can establish an intra-day limit for the City to ensure the movement of funds as needed. These limits are set for control purposes. Decisions to release wires with daylight overdrafts are made on a discretionary basis. However, to protect your interests, you will be consulted on wires exceeding the established daylight overdraft limit. Wire transfer processing will stop if limits are exceeded. The only place wires have intra-day or daily limits defined are tlirough SinglePoint. If those limits are exceeded, the wire will not move from SinglePoint to our wire department for processing. SinglePoint contains only wire limits defined for repetitive and non-repeddve wires. Daylight Overdraft Positions Daylight overdraft positions for wire transfers are calculated based on the collected balances on each account minus any outstanding outgoing wire transfers. We actively manage our resources and have not experienced delays due to our position. Daylight Overdraft Fee Currendy, we do not charge our clients for general daylight overdrafts. 2. Will the bank guarantee payment of all the Items even If it results In the account being overdrawn temporarily for the day? Wire transfer processing will stop if limits are exceeded. SinglePoint is the only place wires have intra-day or daily limits defined. If limits are exceeded, the wire will not move from SinglePoint to our Wire Transfer department for processing. SinglePoint contains wire limits defined for repetitive and non- repetitive wires. U.S. Bank City of La Quinta 46 Tab P - Merchant Bankcard The City currently accepts Visa and MasterCard credit card payments approximating $62,000.00 In collections per month, with transactions averaging at approximately 500 per month. The City currently has three (3) merchant locations or I.D.s accepting payment for the City for services. The City prefers a single point of contact for technical Issues, configuration changes, upgrades, maintenance, and troubleshooting for any merchant bankcard Issues. 1. Please describe the bank's Merchant Bankcard and Polnt-of-Sale processing capabilities. Poim-tit-Salc rcmiiiials THE RIGHT HARDWARE FOR THE JOB. These compact terminals allow you to easily and securely process payments. We support a full range of payment options including credit, PIN debit, gift cards, electronic benefits transfer (EBT) and electronic check service (ECS). The Ingenico and VeriFone terminal lines support emerging technolog)' for PIN- based transactions as well as EMV chip cards, encryption and tokenization, mitigating tlie risk of counterfeit card fraud. All of the termmals we support offer the following features and payment types: • Credit " PIN Debit • Electronic Benefits Transfer (EBT) • Contactless payment capabilities providing your constituents with a convenient way to pay with cards, key fobs or mobile wallets • PIN Entry Device (PED) compliant • Supports both EMV and magnetic stripe cards • Quick Payment Service (QPS) allowing a "No Signature" option for qualifying transactions • Automated download feature keeps your payment application up to date with the latest enhancements VeriFone WX520 - this is a compact, all-in-one cotintertop terminal that is l^esigned to work with a Service Fee program. It is easy to use 'tod can accept a full range of payment options. It also features a \|)uilt-in secure software authentication process which prevents ^mauthorized software applications fiom being downloaded Connects to the internet via an Ethernet connection. fZ' vx«0 e>CB(E) <S©(£ 1820 — this consumer-facing PIN pad can be packaged with le VX520 terminal for a handover solution, providing an Additional layer of security for your customers. Tliis sleek, rgonomically designed PIN pad occupies minimal counter bpace. U.S. Bank City of La Qurnta 46 iCT 220 - this all-in-one countertop terminal has a "magic box" able management system that prevents cable tangle and clutter. e terminal has a black and white display for crisp clarity. Combine with the iPP310 for a consumer-facing solution to support contactless payments. CT 250 - this small and light all-in-one countertop terminal leasts a color display for improved readabilin- and ease of use. It iccepts all payment types, including EMV chip & PIN, magstiipe and NFC/contactless payment, and enables new NFC couporung ind wallet applications. It uses IP connectiNnt)' for speedy transaction processing, with dial-up as an alremarive. It can be :oupled with a PED-compliant consumer facing PIN pad or can )e used as an all-in-one solution that can be handed over to your customer. SC 250 - this robust countertop terminal was designed for use n multi-lane environments. Its glass display is highly resistant to o impact and scratches and maintains a lifespan of 1 million lignatutes. It accepts all payments types, including EM\' chip & •'IN, magstripe and NFC/contactless payment - and enables £w NFC couponing wallets and QR codes. It offers a full ottfolio of connectivity, including USB host/device, Ethernet, i232 and Tailgate. J 1 VJS'm 2.Please describe your reporting methodology and how adjustments and charge backs and other debit adjustments are netted from daily proceeds or debited from daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurs? What Is the rebuttal process? Elavon's Dispute Resolution department processes an average of 60,000 chargebacks per month and 15,000 retrieval requests per month while maintaining an average retrieval fulfillment rate of 97.5%. The department is able to handle approximately 15% to 20 % of chargebacks without customer involvement which means fewer chargebacks for our customers and a lower overall cost of card acceptance. • Chargebacks that require documentation from the issuing bank are processed within an average of 10 days. • Chargebacks that do not require documentation from the issuing bank are processed within an average of 5 days. A proprietary chargeback system called Automated Dispute Resolution Processing is used to work chargeback and retrieval activity. Tliis single point of entry system stores data related to each dispute. Elavon implemented this system in 2001 and continues to invest in and enhance the system to assist in the dispute process. Auto Decision functionaHt)' has been integrated into the system based on payment brand regulations for specific reason codes. Tliis logic allows the system to determine if items should be represented to the issuing bank or debited to tlie merchant. U.S. Bank City of La Quinta 47 Retrieval and Chargeback Address disputes with in an average 8 days & customer responses within todays. On average, 15-20% of issues are handled without customer involvement. Annual representment rate averages 31.94% Ondustry average Is 15-17%). On average, charge- backs with compelling evidence alleviated 2nd cycle disputes for 55.3% of cases. 3. When and how will the City receive funds for each day's transactions? is the settlement by ACH or Fed wire? Are settlement amounts listed separately on the bank statement or will they appear In one lump sum? Will the bank break out settlement amounts by merchant location? Day of Batch Settlement Time of Batch Settlement - Eastern (ET) Funds Post to U.S. Bank DDA via internal system transfer Monday Tuesday Wednesday Thursday Friday Monday - I'.M Memo Post / I'M 1 lard Post PM Hard Post in.i)o |>M- ii;59PM PM Memo I'ost /I'M Hard Post Tuesday 12:lN) .AM - 2:50 AM PM Memo Post / PM Hard Post PM Hard Post lUilHJ I'M - 11:50 PM PM Memo Post Wednesday I2:(:n.).\M-2;59 AM '-j P.M .Memo Post / PM 1 lard Post PM 1 lard Post 1l):l)0PM- 11:59 PM PM Memo Post / PM I lard Post Thursday- 12:(X).\M-2:5y AM ; PM Memo Post / PM Hard Post liWKIl'M- 11:59 PM PM Hard Post PM Memo Post /PM I lard Post Friday 12:IK)AM -2;59AM PM Memo Post / PM 1 lard Post PM I lard Post U.S. Bank City of La Quinta 48 llkDiU'M-ILSyPM .•\M Memo Pose / PM Hard Post Saturday Post / PM Sunday .\M Memo AM - Post/PM i^lOiO'PM-11:59 PM PM Memo Post / PM Hard Post Funding by card type is not negotiable. Funds deposited into a U.S. Bank DDA are settled next day, another Financial Institution will add an additional day. 4. What is the cutoff time for card transactions? Cutoff times for next day funding into a U.S. Bank account is 7:00 pm PST. 5. The City has three (3) credit card terminals with third party vendor settlements (Ingenico brand with chip reader technology). Can the bank supply the City with additional terminals If needed? Does the bank have a preferred credit card third party vendor for dally settlements? Yes. U.S. Bank/Elavon works witli Ingenico and Yerifone terminals, and will supply, at cost, additional terminals/chip card readers. Elavon is one of the few processors within the industry' that performs most bankcard processing functions in-house and owns their own platforms for both acquiring and processing. Elavon chooses to not use third-part}' processing vendors for these key functions to provide direct control of these cridcal processes, minimi2e outside risk, and deliver better service and reliability for you. These funcdons include: All bankcard interchange and settlement processing Excepdon item handling (i.e., retrieval requests and chargebacks) Accounting and billing Reporting and statement production New card acceptor implementations and training Customer sendee There are circumstances, however, where Elavon chooses to partner with certain approved third part}' providers for specialized services. If a third part}' provider is used, Elavon will oversee and remain accountable to you for the performance of these sen'ices. All Elavon third party providers go through an extensive certification and compliance process. 6. is the bankcard relationship managed by a separate unit of the bank, or by the Account Relationship Manager? Please briefly describe the structure of this area. Elavon has a customer service organization specificaily focused on Public Sector relationships, recognizing that they have different needs. Your Customer Account Manager (CAM), as described below, is assigned to your relationship and is responsible for evaluating your needs and carefully mapping them to present and future Elavon products and serttices, to ensure your satisfaction and your objectives are met. This team is in-house located in Knoxville, Tennessee allowing U.S. Bank | Elavon to ensure full accountability and control of your service. This team consists of the following: U.S. Bank City of La Quinta 49 Customer Aci-ount Manage (CAM) Your CAM representative is responsible for the overall management of the Cit)', including business development, strategic direcdon, overall client sadsfaction and contract renewal execution. CAM's provide consultative service, develop relationships and add overall value to our relationsliip with clients. They work together with the Cit}' to reduce costs, provide education, provide client advocacy, drive initiatives and offer additional services that provide value to the client. 7. When and how are the discount rate fees charged to the City? Can this fee be paid through analysis? Is tiered pricing available? Discount rate fees are deducted at the end of the month. Tiered pricing is available but we feel that tlie Interchange Plus pricing is more transparent and better suited for our Government clients. Our standard is to provide ^ss settlement daily with discount and interchange fees presented as ACH debits at the first of each monthfor the previous month's activity. Generally, batch deposits are shown separately on the merchant's cash management reports. However, this is dependent upon your depositor bank 'x reporting capabilities. 8. Is reporting information available online? What is the fee associated with this service? Is a "corporate level" view available to see all the merchant accounts? Payments Insider described below is our online reporting tool that can be viewed at the single merchant level and the "corporate level". This is available at no additional cost. Reporting and Reconciliation THE RIGHT DATA FOR INSIGHT INTO YOUR OPERATIONS. From our interactive online portal, to chargebacks and custom reports, Elavon's services and solutions are designed to facilitate reconciliation and provide insight into your operations. Reporting COMPREHENSIVE REPORTING. WHAT YOU NEED TO KNOW WHEN YOU NEED TO KNOW. Elavon will work with you to provide the information necessary to consolidate and manage settlement and transaction data through advanced custom reporting systems designed to meet your specific needs. Data can be summarized or detailed through a variety of hierarchies including at a chain level, region, store batch and the individual transactional level. To better serve our customers, Elavon offers various types of reporting tools. [ ^ payments insider Account Details, at Your Fingertips Payments Insider®, our interactive customer portal, empowers you to manage all aspects of your payments business. Designed from the ground up to be intuitive and easy to use, the portal gives you secure online access to your business information, and engaging content like the latest industry news, security and compliance articles and important notifications. U.S. Bank City of La Quinta 50 ts insiderillLVl Qukk Search Welcome to Payments Insider! Your Statements Deposits, chargebacks. fees, and more Your Account view and manage your account information Your dements Your Reports > Your Account Your Solutions Quick Tour Provide Fee<fi>ack Product Announcement: New reports and Excel download support! .'.ea-e de pcedto a-i-icj-ce .-.e -a.e re'€s>eO!v,o ner; 'epO'TS 'o* .oy ate use - tie C'a'feoacxs •gddt a-c t'-e ^et'e.as 'ecot- ""-eie 'scots ng p ,ou tc qu"c«-'/ vev. ;0u'cna-gesaci ate rgfg.a' sctv-ryfc a £€' 00 of up to tAC /ears. Bctn tngse repots a-e now avanspte in the s'deoa' under tr« 'Resorts' section. Anotne' new feature that is s.'i' aOe immediate/ - you can now download ai repots to a native Exce' (Jdsxj format; Ste)' tuned as we continue to bring you exciting new features and furKtional^ to Wp you man^e you' business oette'- PaymenB || $1,990.00 il Deoos-ts last 14 Days $0.00 Pees $0.00 Ad'ustments $0.00 Cnargeoac^s Payments Insider offers comprehensive and interactive reporting functionality. You can access up to a year's worth of reporting (up to two years for chargeback and retrieval) information on multiple MIDs and "drill down" into your data to view batches of transactions grouped by components like card t^pe, batch number, settlement amount and more. Hierarchical reporting enables you to aggregate data from multiple locations. • Customizable reports include useful funding, sales, chargeback and downgrade Intel • Download reports and statements in universal CSV or XLSX formats for easy reconciliation • User-fidendly interactive dashboard widgets display at-a-glance information • Interactive online statements that drill down to detailed information Dovwigrades Summary Report 0 Dgwngrades Summaty (Download In ,C5v lormac) ^ Downyadei Summaiy (Download In jtafarm^ Reason Code Descnscon Reason Code Descnption mrmarfiOKe 11/26/2017-11/29^017 C«rd Nsmtar CcdTypc f rimAKMn Amswm Payments Insider provides quick tour functionality to get you up and running in no time. You can access the tours when you first log in or go to them when needed. You can view short "how-to" Hdeos within Payments Insider to leam about reporting fiinctionalit)'. U.S. Bank City of La Quinta 51 VIDEOrOJS Pttooucns SERVICES TKE PAVWENT PROCESS SECURITY & CCMPUPMCE LBSA!.&lEMS U«ro Peymwiti mm■—iA_ How Do I Get AdcStional Support? 'ne Basics How Do I Usn^ an EplsOrtg User On payments lr>sld»? How Oo I Mi A New Lowtton. To My Payments !n»^ Profife? How Do I Access My innracUvc Onhne Statement? How Do I Add A New Uset To My Payments tnsWer A«ni««? How Do I Update My Personal Inform^jon? Unique Identifier for Transactions In most instances, you can pass us custom data during transaction authorization so that you can access that information through all our reports. We work with you to identify your requirements during the implementation planning and process. Billing Statements Our billing statements are available online for up to 13 months for Payments Insider users. These statements help customers reconcile funding activit}' with their accounting systems and banking activity'. We offer a variety of statement types, each containing varying levels of detail. The Chain Merchant Summary statement is used by entities with multiple locations. This statement combines several current chain statements into one chain summar}' level statement and provides summaries of total fees paid by the chain, as well as for each chain location. The statement includes the following features: • Customer recaps are month-to-date and year-to-date data. • Customer locations are sorted by location number, if that information is provided. • The deposit section of the statement includes batch numbers and all card types. This section displays the amount deposited by Elavon and by other card organizations. In addition, the customer may select further deposit detail by card type (Visa®, MasterCard®, Discover® etc.) The fee sections break out fees for Visa/MasterCard, Discover, etc., chargebacks, the payment device, debits and otlier fees. Fee information is organized in an easy-to-understand format. • Billing statements are tied to a customer's billing cycle. The statement frequenc)' can be daily, weekly or monthly as requested. • Statements can be delivered by snail mail and/or electronically. U.S. Bank City of La Quinta 52 All Statements > Septemiser 2017 Payment Solutions Statement Activity Pwtod: 9/1 /2017.9/30/2017 DBA; NEW EYES MID: 8016918834 Deposit posted to acct #: XXXXiOOO(0939 Fees posted to acct #; X>00COC<X0939 DfPOMT FEES HfSroRY ($50.66) Deposit HIstorye 9. What network will be used for front-end and back-end operations? The processing environment at Elavon uses a fault tolerant Axis infrastructure that provides the redundanq-' necessary in this industry — diis translates into uninterrupted availability for your business. Elavon's network is 100% responsible for front-end authorisations, back-end settlement, and all supporting operational functions of credit card processing. With Elavon, you have one source for all of your payment processing and ser\tice needs. As the end-to-end owner of all the systems that support our network and operations, we make sure that when you choose Elavon, excellence is more than just a catchword, and it is our way of doing business. 10. Please explain your rate Increase policies. Can the rates be fixed for any period of time during the City's contract? Elavon's pricing is dependent upon interchange and other fees imposed on all credit card processors by Visa, MasterCard and other third parties. Elavon will pass through to the merchant all such increases imposed by third parties, upon written notice to the merchant of the increased fee. Our Plus pricing, and our markup will remain the same for the life of the contract. 11. What payment gateway platforms are accepted or provided? U.S. Bank | Elavon has certified over 300 different payment applications to our processing host utilizing our proprietary specifications. They include but not limited to Merchant Link, DataCap, AurusPay, Authroize.Net, ComsGate, Monetra, NCR Aloha Suite, PayFlow Pro, PaySecure and VeriFone Point. We have an additional 30 applications certified for EJ^fV which most notably includes Oracle Micros applicable to the 3700, 9700 and Simphony PCS. Our hardware vendor list includes VeriFone and Ingenico lines of equipment. 12. The following pertains to the associated discount rate and other applicable charges. Please provide the following: a. Visa Authorization Fee Pass through, see Schedule A, following response f. b. MasterCard Authorization Fee Pass through, see Schedule A, following response f. U.S. Bank City of La Quinta 53 c. Monthly Service Fee See Schedule A, foUouTJig response f. d. Monthly Statement Fee Paper Statement Fee is $10 per month, if desired. It can be accessed online at no additional charge. e. Please list any and all other applicable fees that the City would be charged. See Schedule A, foUowing response f. f. List any other credit cards accepted (Discover, American Express, etc.) and provide Information answering the questions In this section for such other services. Please view the following Schedule A that outlines associated costs with processing. Schedule A Visa/MasterCard/Discover Interchange Fees Interchange Card Level PASS THROUGH Association Dues and Assessments PASS THROUGH Encryption-Tokenlzation, If desired $0.06/per transaction Other Fees VISA/MasterCard/Discover Processing Fee $0.10 per item Visa/MasterCard/Discover Processing Fee 0.30% American Express Fee, (settlement)$0.10/per transaction Online (PIN) Debit Fee Network Interchange/Switch Fees $ 0. Electronic Check Acceptance, Verification $0.22/per check Voice Authorization Fee $0.85/per authorization Chargeback/Return NSF Item Fees $15/$15 Paper Statement fees, if desired $10/monthly PCI Monthly Fee (Financial Reimbursement Program) *$10 per MID PCI Non Compliance Fee**$59.95 monthly Safe! SMB***Silver $15/Gold $25 monthly Equipment EMV/NFC Terminals-Peripherals Inqenico iCT250 Terminal-Printer $395 purchase/$23 - 48 mo Lease Inqenico iPP320 PIN Pad $299 purchase/$11 - 48 mo lease Inqenico iPP310 PIN Pad $299 purchase/$11 - 48 mo lease VeriFone Vx520 Terminal-Printer $299 purchase/$23 - 48 mo lease VeriFone Vx820 PIN Pad $299 purchase/$11 - 48 mo lease Poynt 5 Terminal $699 purchase/$19 -48 mo lease Poynt 3G Terminal $899 purchase/$28 - 48 mo lease SIM Card 250MB $20 per device Wireless Monthly Fee $19.99 per device Poynt P2PE Monthly Fee****$15 per device U.S. Bank City of La Quinta 54 Equipment Options-Mobile Converge ICMP EMV-NFC Reader w// PIN Pad $175 purchase Converge Ingenico RP457C EMV Card Reader $95 purchase Star SM-220i Bluetooth Printer $350 purchase Star SM-300 Bluetooth Printer $375 purchase Equipment Options-Software Converge License Fee, Mobile/TermlnalAA/eb (Unlimited MIDs/Users), one-time $800 purchase + $10 monthly Converge Ingenico iSC250 EMV-NFC Reader, Signature Capture PIN Pad $595 purchase Converge Ingenico ICMP EMV-NFC Reader (Virtual Terminal) w/ PIN Pad $175 purchase Epson ReadyPrint T20 Printer $250 purchase Star ISP 65011!$325purchase RDM-7111f, Check Imager $495 purchase Reporting Tool Options Web reporting tool (Payment Insider)FREE Web Reporting Tool (MC Premium 1-5 Users)$20/monthly Discover, MasterCard and Visa Interchange, and Assessments, pricing are dependent upon interchange and other fees imposed on all Associations members and other Acquirers. Elavon will pass through increases or decreases of these fees imposed by the Association members upon written notice. The Card Association members offer over 300+ cards that may be presented for payment; the latest Interchange and Assessment spreadsheet for each card type is provided in another document. Pricing Provisions: 1. 2. Pricing implies that all hardware and software is certified to U.S. Bank's Payment Provider network/ platform (Elavon). If another Payment Provider Network (PPN) is necessary to authorize and settle transactions; we wiU pass through any additional fees. Fees vary by specific "PPN". U.S. Bank will provide same day credit and next day funds availabilit)' for Discover, MasterCard and Visa transactions provided the settlement is received by 10:00 PM EST, funds are deposited into a U. S. Bank checking account. American Express and Diners transactions are submitted directly to American Express for processing, payment and settlement. Additional Comments 'This fee is a protection poHcy for PCI. We will provide monetary coverage up to 20K for forensic/investigatioo cost associated with breach and/or security fraud. **This fee is only assessed if tlie Agencies have not provided its required PCI SAQ (Self-Assessment Questionnaire) within 90 days of MID issuance. ♦^♦Available on the following devices Ingcnico iCT250, Ingenico iPP320, VeriFone \'"x520, VeciFone Vx820, Converge and Ingenico ICMP. Both SafeT packages offer EMV, Encr>'ption, Tokenization, and reduced PCI Scope. In addition. Data Breach coverage is offered up to lOOK Silver, 250K Gold. ****A11 of Elavon's Poynt solution come with SafeT, therefore all level 4 MIDs will have PCI scope reduction to SAQ P2PE. There is a monthly fee assessed (per device) which provide Encryption, Tokenization, Breach Coverage (up to $100,000 per occurrence) and Enrollment into our QSA (Sysnet) for compliance (thus no monthly PCI fee). In addition, enrollment into Sysnet (Basic) reduces the SAQ P2PE questions to approximately 10 from standard 38. U.S. Bank City of La Quinta 55 Tab Q - Purchasing Card The City currently has a purchasing card program In place for employees to make various types of purchases and Incur expenses for City-related business. 1. Does the bank offer a purchasing card service? If so, please describe the service. The U.S. Bank Purchasing Card provides a cost effective, time saving payment option for your business to business procurement needs, while supporting your purchasing and supply chain management strategies. The purchasing card streamlines the purchasing process and empowers your supply chain management strategies. By using purchasing cards to place orders, the costs associated with processing requisitions, purchase orders and check requests are dramatically reduced. The program simplifies and enhances all aspects of die purchasing process, including policy compliance, vendor negotiations, transaction monitoring, security, reporting and payment. Additional features of the U.S. Bank Purchasing Card include: " Worldwide acceptance n Transaction and spend limits n Online reallocation tool n Enhanced data capabilities n Comprehensive spend reporting n Experienced technical consultants • Financial systems integration n Tax and compliance management tools Tokenization for Mobile Payment Complex purchasing programs require a comprehensive array of payment products. U.S. Bank matches the products to your needs. Side-by-side with traditional purchasing card accounts, we offer global solutions, procurement solutions for high dollar purchases and solutions that provide sophisticated order management and integration with financial systems. Our purchasing solutions offer sophisticated spending controls at the cardholder and billing account levels as well as card integration and reconciliation capabilities with leading eProcurement providers. Central Bill Accounts (CBA) We also offer a variety of Central Bill Accounts to meet specific spending needs: n Ghost Accounts—Offer organizations all the same features and benefits of commercial cards, but without the actual plastic card. This provides an added degree of protection against potential card misuse. n Central Travel System (GTS) Accounts—Centrally billed charge accounts to which all airline ticket purchases can be made. No card is issued; only your organization and/or your travel agency can issue airline tickets against the account. You will receive one easy-to-understand billing statement that outlines transaction detail for each charge. In addition, CTS offers the flexibility of unlimited subaccounts so you can budget and separate expenses accordingly. n Event Planner Cards—Created to meet the unique needs of your event and meeting planners. Our clients use event planner cards for charges such as room rental, audio-visual equipment, internet and teleconferencing services, transportation/group shuttles, event food and beverage, special event admission fees, or any other meeting-related expenditure not normally covered using an individual corporate travel card. n Supplier Accounts—Designated accounts assigned to key suppliers which your employees can use to make purchases exclusively at the designated supplier. Other suppliers in the merchant category code could be blocked from individual accounts to discourage spending at competing suppliers. Virtual Pay The U.S. Bank Virtual Pay program combines the control and automation of client purchasing and payables systems with the simplified payment and rebate opportunit)' of commercial cards. Using pre- authorized limits and single-use accounts, it enables the following benefits: U.S. Bank City of La Quinta 56 n Increased automadon and visibility of n Enhanced working capital optimization payments n Reduction of paper including check n Improved Days Payable Outstanding payments n Increased control and reduced risk n Increased rebate opportunities 2. Please detail all of the fees associated with the service and/or any rebate available with the program. Please refer to Tab Y — U.S. Bank Exhibits and Attachments, the U.S. Bank Financial Proposal, which details all fees applicable to our purchasing card program along with the rebate available. 3. How often are the statements and reports remitted to the City? Is the reporting available on line? Reports are available on demand and in real time through U.S. Bank Access® Online, our proprietarj? and web-based program management tool. Witli the Access Online reporting tool, you can run predefined standard reports or create organization-driven ad hoc reports witli 72 months of transaction data available online, and offline for a total of 15 years. Access Online means immediate access to your transaction data, allowing you to run reports whenever needed. The highly intuitive user interface makes it easy for you to access your vital program data. Users simply select from a list of reports, define specific selection and sort options and choose an output t)'pe. Report Categories Report categories available include: n Program Management Reports—Supports general program management activities and allows you to monitor compliance with organization polic}\ Program performance indicators highlight important trends that you can use to proactively manage your accounts. Program Administrators gain access to information on every type of account activity. n Financial Management Reports—^Allows you to access transaction management activity information; can be used to determine if cardholders are properly managing their accounts and ensure tliat expenses are assigned to the proper cost centers. n Supplier Management Reports—Allows you to manage supplier relationships, support supplier negotiations and manage spending by category. Used to analyze the overall effectiveness of your supplier strategies and identify overall performance issues and opportunities. The City is equipped witli actual program performance information that can be leveraged to drive supplier behavior and positively impact supplier negotiations. n Tax and Compliance Management Reports^—-Assist you with monitoring expenditures, tracking variances and managing account allocations; can be used to ensure your programs are operating in accordance with U.S. Federal Government standards and requirements. n Administration Reports—Provides Program Administrators easy access to basic program configuration information and helps them determine the impact the program structure may have on performance and utilization, including accounting code and user management. Dashboard Reporting Access Online Dashboard reporting provides an intuitive, on-demand \tiew of information that allows tlie City to step back from the details and see the key trends and relationships that drive your commercial card programs' success. Dashboard reporting offers several benefits, including U.S. Bank City of La Quinta 57 n Distills extensive data into a single page that graphically represents the areas of performance you care most about, such as spending, transaction and purchasing indicators n Compares different time periods and key points of data to each other to understand current and historical trends n Customizes reporting by hierarchy level to highlight overall or measure individual department performance Custom Reporting In addition to standard reports. Access Online offers the following ad hoc reporting and scheduling options: n Flex Data Reporting—Puts the control in the user's hands, so they can define what they want to see in a report. By setting the report context—date ranges, processing or reporting hierarcliies and more—users are able to choose the amount of data they want. By defining report content (fields to include or calculate) users ensure only the information they need is in the report. Users can define a logical grouping of data, and at what level it should be subtotaled. n Report Scheduler—^Available with our Standard Reports; allows Program Administrators to schedule reports to run once or on a recurring basis. Additional features include: • Reports can be delivered to multiple recipients • Recipients can be notified via email when the report is available • Access to fianctionality is controlled by Report Scheduler entidement Report Formats AH reports are parameter-driven and offer a high degree of flexibility and variety of output formats, all fully exportable and viewable online in the following formats: n Browser—Open in the user's existing internet browser, requiring no additional software. Some reports take advantage of drill-down links for additional detail. n PDF—^Readily formatted for printing, downloading or email exchange. n Excel—Use a spreadsheet structure for ease of additional analysis, sorting and filtering, and useful for export to third-party applications. n Active—Use dynamic HTML to display using the existing browser but also offer interactive features, including on-demand sorting, filtering, charts, graphs and export to XML and CSV. Reports can be delivered via the following methods: n Internet—-Access Online is a web-based system that allows users 24/7 access to reports. n Data File—^We will provide a data file at a frequency level directed by you. n Access Online Data Exchange—Scheduled reports are only delivered through Access Online Data Exchange, and can be retrieved from the Access Online Secure Mailbox. You will receive email notification when reports are available for viewing. Access Online provides Transport Layer Security (TLS 1.2) 256-bit data encr)ption. We do not distribute actual reports via email for security reasons. Benefits The Access Online Management Reporting; n Meets your unique reporting needs with customized reporting tools n Measures and monitors program performance n Identifies unique spending patterns and preferred supplier opportunities n Eliminates hard-copy report distribution n Makes monitoring purchasing and travel program compliance easy n Pro\'ides online access to 72 months of transaction data U.S. Bank City of La Quinta 58 Statements In addition to the reporting tiinctionality outlined above, we also offer statement availability- online or in paper format. Additional details are included below: Online Statements All statements can be viewed online through Access Online, our web-based program management system. n Statements may be viewed online the morning following your billing cycle date and are archived online for viewing or printing for 18 statement cycles. n Summarizes the month's activity and details transactional information by cardholder, division and department, depending on the cardholder setup. n Provides transactions, posting dates, vendor name, dty and state and debit/credit amounts. Paper Statement Available for each company or cardholder setup established. n Created the day after the billing cycle date and mailed to the company address. n Summarizes the month's activity and details transactional information by cardholder, division and department, depending on the cardholder setup. n Provides transactions, posting dates, vendor name, cit)' and state and debit/credit amounts. n May be suppressed at the City's request. 4. Is there an Interface available to download cardholder purchase information, either in an Excel format or directly to the City's accounting system? We can provide the City with a daily data file of all card transactions for employees. We strive to have the file available via Access Online Data Exchange for download each business day no later than 6 a.m. ET (service level commitment is 5 p.m. El). Access Online provides Transport Layer Security {TLS 1.2) data encryption. We do not charge the City any additional fees for providing a daily data feed to your Tyler Incode system. 5. Do you provide an online application to review/approve procurement card transactions and to manage other aspects of the program? Yes, transaction review and approval is one of the primary functions of the Access Online program management solution. Moreover, Access Online offers a feature-rich platform that is easily tailored to meet the unique needs of our clients. We will assist the City with choosing the feamres and functionality that best support and enhance your business processes. Access Online offers effective and efficient management controls as well as complete integration with cUent financial systems. Core Access Online functionality includes: Account Setup and Maintenance Program Administrators value self-service options and convenient 24/7 access to open new and edit existing accounts. Within Access Online, Program Administrators can set up accounts and user profiles (one at a time or with account templates for mass creation) as well as edit the following accotmt and profile parameters in real-time: n Demograpliic information n Transaction controls and limits n Hierarchy assignments n Default accounting codes n MCC (Merchant Category Code) group changes U.S. Bank City of La Quinta 69 n Access rights Transaction Management and Approval Access Online provides users with tools to process and manage transactions in real-time. Program Administrators can configure the Access Online transaction management capabilities to reflect your processes and requirements. Transaction management fiinctionalit}' allows users to: n Review transactions n Dispute transactions n Allocate and reallocate n Review and add user-defined line items n Add transaction comments n Upload transaction documents n Leverage inclusive report signature lines for convenient approval/sign off The Access Online Transaction Approval Process is an aspect of the transaction management functionality that allows users to approve and audit transactions. You can customize the transaction approval process to mirror your existing auditing procedures and policies. This feature expedites transaction review and approval, and generates a complete audit trail. Your Program Administrators can set up default approvers for each user, allow users to select approvers from a list, automate the approval process based on amount or other parameter, and more. Authorized users can also update indi^ddual cardholder account activity in real-time, allowing them to change allocations on-tfae-fly. Accounting Code Validation Access Online Accounting Code Validation improves the efficienc)' of your entire procurement process by automating the allocation process and reducing manual intervention. When a user allocates a transaction to an accounting code, this functionalit}' confirms the validit)' of accounting codes, accounting code segment values and combinations of segment values. With Access OnEne Accounting Code Validation, you can: n Create multiple unique accounting code structures n Set distinct validation rules for different cardholder groups n Develop and populate valid value lists n Customize accounting code vaUdation controls n Run Reports Reporting The Access Online comprehensive reporting suite allows users to run predefined standard reports or to define custom reports using the flex data reporting tool. All reports are parameter-driven and offer a high degree of flexibility and variety of output formats (e.g., HTML, Microsoft* Excel or PDF). Users can generate reports in real-time or schedule recurring report delivery. Standard report categories include: program management, financial management, supplier management, travel expense management, tax and compliance and global. Financial Extracts We will work with you to integrate your commercial payment program information with the City's financial systems. From accounts payable to electronic expense reporting and eProcurement, we have successfully integrated our solutions with all major financial systems, including Tyler Incode, JD Edwards, Oracle, PeopleSoft and SAP. Effective financial extracts contribute to increased processing efficiencies and cost savings. Access Online allows the Cit\' to extract die data you need in the most efficient, convenient format, providing a wide variety of financial extract options to meet your specific integration requirements. U.S. Bank City of La Quinta 60 Data Exchange Access Online Data Exchange fully supports both upload and download capabilities for frequendy used types of files, such as statement billing files, general ledger data feeds and custom reports. This functionality provides easy, automated and secure access to your data, facilitating complete integration with your systems. The Access Online file transfer mediod allows users to transfer large numbers of files with consistent, uninterrupted access. Order Management Access Online Order Management connects your commercial card program and your eProcurement solution by automating accounting code allocation, and facilitating order and transaction reconciliation. Order Management streamlines your procurement strategies, facilitates audit processes and provides enhanced data for management reporting while reducing post payment reconciliation activities. Order Management provides both automated matching and manual matching options, and allows you to account for taxes and other fees by setting tolerances beyond the order amount. For clients using eProcurement solutions (e.g., Anba, Perfect Commerce, SAP EBP, Oracle iProcurement, ePlus, etc.). Access Online accepts an order data feed that is reconciled against purchasing card financial transactions. Virtual Pay U.S. Bank Virtual Pay is a solution that combines the control and automation of client purchasing and payables systems with the simplified payment and rebate opportunity of purchasing cards. Virtual Pay increases your control over the payment process and reduces risk. Virtual Pay allows you to: n Automate payment and reconciliation processes n Reduce costs and fraud associated with check payments n Enhance cash management Future Enhancements To stay ahead of technology trends, we maintain, host and support Access Online internally. We actively seek feedback from clients on a regular basis to identify ways to increase productivity, efficiency and usability of Access Online. Enhancements are based on client feedback, and reviewed and prioritized by an internal review group. It is our goal to provide our clients with the most user-friendly, intuitive product and system functionality in the industry. New features are introduced on an iterative basis, enabling new functionality to become available as soon as possible. We release Access Online updates about four times per year, with upgrade and maintenance releases scheduled throughout the year, as necessar\\ 6. Identify how fraud protection Is Identified, prevented, and monitored. U.S. Bank Corporate Payment Systems offers a full range of fraud prevention and investigative services as part of our standard offering to clients. I'he core senice is driven by a team of dedicated fraud professionals focused on superior service and results for our clients. The complete fraud life-cycle support includes: U.S. Bank City of La Quinta 61 Development of Detection Strategies Compleie loveetigattve Servicee Fraud Prevention Identity Tneft Mitigation intelltgence Gathering Customtzed Fraud Controls Account Monitoring and Notification n Trained fraud professionals available 24/7 n Combination of real-time and near real-time fraud rule engines n Authorization scoring with industrj'-leading risk models designed to profile cardholder behavior and compare it against known fraud patterns n Outbound telephone calls to cardliolders and program offices to verify activity n Optional fraud alerts via text message and email n 3D Secure authentication for card not present (online) charge activit}' Development of Detection Strategies n Sophisticated data modeling techniques used to detect fraud trends n Standard industry practices including card activation programs requiting cards to be activated before first use and Card Verification Value (CW) embedded in card magnetic strips along with chip enabled cards to prevent counterfeit risk Identity Theft Mitigation n Our Threat and Vulnerability team monitors the internet for rogue websites impersonating our sites and closes them down n Compromised user ID alerts n Immediate response to breaches through our cardholder privacy office Customized Fraud Risk Controls n Account opening and maintenance policies n Appropriate credit limit assignments • Merchant restrictions Intelligence Gathering n Participation in industry roundtables provides current information on fraud trends and allows for proactive steps toward firaud mitigation n Quarterly reviews conducted with Visa and Mastercard on fraud trends, performance and innovative fraud products U.S. Bank City of La Quinta 62 Complete Investigative Services n Coordination with local, state and Federal law enforcement agencies n Industry leading recovery rates minimize cost of programs to our clients n Assistance on internal fraud cases by providing copies of charge receipts, transaction detail and copies of applications to law enforcement agencies, if required Fraud Alerts The fraud alert process builds upon our current fraud process. When suspicious activity is detected, the card in question is placed in Fraud status, automatically declining subsequent activity, and an SMS alert is sent to the registered cardholder's mobile phone number, all in real-time. Upon receipt of the message, the cardholder is prompted to respond 'WALID" if the transaction is valid or "FRAUD" if the transaction is fraudulent. A 'WALID" response clears the Fraud status from the account, and the cardholder receives a follow-up message confirming that the Fraud status has been lifted. A "FRAUD" response triggers a follow-up message informing the cardholder that a U.S. Bank fraud agent will call to initiate our standard fraud process, including cancelling the compromised card and issuing a replacement. Alternatively, the cardholder will be provided the option to call our fraud agents immediately. If we do not receive a response to the fraud alert message, our fraud analysts will handle the suspicious activit}' per our existing process. Fraud Initiatives We have a Fraud Analytics team that is specifically focused on the card portfolio. The team monitors account activit)' in real-time and makes necessar)' adjustments to our fraud strategies based on activity within our overall product set or within a specific client. We continually work to enhance our fraud detection capability and the overall customer experience, with three of our largest recent fraud initiatives highlighted below; n Visa Travel Notification Service—We were one of the first providers to market with Visa Travel Notification Service (formerly known as Visa TravelTag). When a cardholder books their business trip on a U.S. Bank Corporate Travel Card, the itinerar)- data (dates of travel, destination, etc.) creates a travel tag on the cardholder's account. VChen the card is used at a merchant, we check the cardholder's travel tag in real-time to confirm that the authorization information matches the travel dates and destination. This process pro\tides us with enhanced data to be used with fraud detection rules, and provides cardholders with a better experience. n Visa Consumer Authentication Service (VCAS)—Industry trends continue to show increases in fraud related to Card Not Present (CNP) transactions. As a result, we rolled out Visa's VCAS product (often known as 3D Secure) to offer an increased layer of fraud detection for online transactions. VCAS is available for both Verified by Visa transactions and Mastercard Secure Code transactions. n Fraud Alerts—VClien a transaction occurs and hits a fraud strategv', that transaction is declined and the cardholder receives a text and/or email alert instantly to verify' if the transaction is legitimate. If the cardholder verifies the transaction, the system automatically removes tlie block and the cardholder can attempt the transaction again. If the cardholder declines the transaction, a fraud block remains on the account and the cardholder is prompted to call customer service. n Voice Print Technology—Implemented in our inbound call centers at the beginning of 2017, Pindrop is a voice printing technology that provides additional protection against account take-over- phone attempts. It is a risk based technology that listens to and assigns a risk score to each call by U.S. Bank City of La Quinta 63 analv2ing approximately 150 factors. Pindrop also identifies the true location of the caller (i.e. flagging spoofed calls where the caller is utilizing a tool to mask the true caller ID), the de\nce tNpe (e.g. land line, mobile phone. Voice Over Internet Protocol), the voice print and the reputation of the phone number. High risk calls are identified by the risk score assigned by Pindrop and can then be evaluated for further action. Once a fraudulent caller is identified, Pindrop allows for the creation of caller profiles within the system using the recorded call to identify subsequent calls from a specific fraudster. 7. Describe if credit cards can be managed online? Including requesting additional cards, editing purchasing limits, editing availability of vendors for each card, making online payments, and any other online services available for the management of credit cards. As outlined in our response to Question 5, above, i-\ccess Online will be provided to assist the City with all aspects of managing your purchasing card program. In addition to the capabilities outlined in Question 5, Access Online aiso allows for online card requests, the modification of accounts in real time and more. Program Administrator-initiated Account Setup Program Administrators can set up and maintain new cardholder accounts using U.S. Bank Access* Online. Hie setup procedure requires Program Administrators to enter data about the cardholder, including; n Demographics n Account information n Authorization limits n Merchant Category Code (MCC) blocking n Velocity limits Tlie Access Online User Profile function intuitively leads Pro^m Administrators through the setup process in four simple steps: n Assign user login information, including user ID, password and authentication question n Designate each account a user can access n Specify user processing and reporting hierarchy assignments n Enter user contact information, including address and email notification (for notifications, including statements and pending transaction approval actions) The final review function allows a designated Program Administrator to review and approve the completed setup before submitting it to U.S. Bank for processing. You can also modify the information after the cardholder account is established. After implementation. Program Administrators can submit an application using Access Online. If expedited deliver)' cards are ordered via Access Online before 2 p.m. CT, diey will be processed and shipped the same day. For standard delivery, cards will be produced the next day and shipped the day after. Post-rollout, we can support file-based uploads for large number of cards and/or online applications for one-off requests. Program Adminintato< logs inln online wet) based tool Program Administratot Keys in relesom information Program Administrator submits api^ication Designated userappruscs the application (if rcQuired) Application ts sent to U.S.Bankfor processtngand account creation U.S. Bank City of La Quinta 64 Cardholder-initiated Account Setup In North America, you may choose to use the cardholder-initiated account setup process. Cardholders are sent an email that takes them to Access Online to populate their demograpliic information into the application. You can choose to have the application then routed to the cardholder's manager for approval, after which it will be routed to your Program Administrator to complete the setup (e.g., placing the cardholder in the appropriate hierarchy and assigning limits). Stakeholders are notified of steps taken throughout the process. Cardholder is ser^tan err^il to initiate an applicalion Cardholder logs into ortiine wet>-t>ased tool Cardholder enters demographic information Cardholder routes application to martager for approval (optional) Program Administrator submits appiiQtionto U.S Bank for prooessingand account creation Account Maintenance Program Administrators value self-service options and convenient 24/7 access to open new and edit existing accounts. Access Online offers the tools necessary for efficient online program management. Within Access Online, Program Administrators can set up and edit the foUowing account parameters in real-time: n Demographic information n Transaction controls and limits n Reporting liierarchy assignments n Access rights n Default accounting codes n Merchant Category Code (MCQ group changes Access Online includes a set of program management reports that facilitate proactive account administration. These reports allow Program Administrators to monitor program usage and compliance and adjust account parameters as necessary Spending Controls Our commercial card programs allow you to predetermine spending and transaction limits on each card, eliminating the need for requisition and purchase order approvals while enhancing security. All controls can be set down to the individual cardholder level and can be modified on an ongoing basis. Some of the control features we provide include: n Merchant Category Code (MCC) Blocking n Velocity Monitoring n Cardholder Single-Purchase Limit n Cardholder Monthly Spending Limit n ATM (Cash) Blocking n Pre-Determined Expiration Dates n Declining Balance Capabilities n Account Maintenance Effective Dating (temporary and future adjustments) Program Administrators can request changes to any of tlie above controls at any time using Access Online or by contacting customer service. Changes affecting a large number of cardholders can be processed more efficiently by requesting the changes through the U.S. Bank Account Coordinator team. U.S. Bank City of La Quinta 65 Tab R - City Disaster Preparedness Program 1. Please describe any processes in place to assist the City In the event of a natural disaster. U.S. Bancorp Enterprise Preparedness Program Overview The U.S. Bancorp Enterprise Preparedness Program establishes and supports our organization's Business Continuity* and Contingency Planning Program. The program is designed to evaluate the impact of significant events that may adversely affect customers, assets or employees. This program helps ensure tliat we can recover our mission-critical functions and applications, thereby meeting our fiduciary responsibility to our stakeholders and complying with the requirements of the Federal Financial Institutions Examination Council (FFIEC), the Securities and Exchange Commission (SEC), the Office of the Comptroller of the Currenq* (OCC), the Financial Industry Regulatory Authority (FINRA) and the Office of the Superintendent of Financial Institutions (OSFl). In addition, we have met all recovery criteria as prescribed by the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U.S. Financial System. The U.S. Bancorp Board of Directors approve the U.S. Bancorp Enterprise Preparedness Policy annually, and key issues and status are reported to the Board and senior executives on a periodic basis. Crisis Management (CM) manages and coordinates the enterprise response to adverse events that threaten to harm our organization, stakeholders, employees, assets or reputation. The enterprise response focuses on the safety of all employees, customers and assets of U.S. Bancorp; minimizing disruption of service and/or inconvenience to customers; returning to a business as usual state as quickly as possible; and limiting any potential liability* of the organization. Readiness lifecycle 1. Additionally, CM maintains situational awareness and facilitates CM planning, conducts training, tests, exercises and maintains the emergency^ notification system. Crisis Management oversees the information flow between our lines of business, tiered response teams and executive management. The tiered incident response teams consist of the following: n Executive Crisis Management Team n First Response Executive Team n International Response Team n Emergency Response Team The U.S. Bancorp Pandemic Preparation and Response Plan was developed in partnership with our executives, senior leaders and other critical support departments to prepare for the possibility of pandemic flu in the same way that we prepare for otlier e\*ents that could affect our employees, customers and communities. The plan was prepared in communication with public officials, pandemic planning experts, various stale and local organizations, and other financial institutions and businesses. The plan augments procedures already in place as part of the existing Enterprise Preparedness Program and outlines strategies to mitigate the impact of a pandemic upon our company, employees and customers. U.S. Bank City of La Quinta 66 We have resources dedicated to the Enterprise Preparedness Program and detailed Business Continuity Plans and Disaster Recovery Plans for the restoration of critical processes, applications, infrastructure and operations. Key features of our planning process include: n Employee safety strategies and communications/notifications n Systems and telecommunications accessibility n Alternate physical site location and preparedness n Emergency notification processes and systems n System and data backup and recovery n Pandemic and high employee absenteeism The Enterprise Readiness Services department coordinates strategy, planning, testing, reporting and monitoring of the U.S. Bancorp Enterprise Preparedness Program across our organization. The Enterprise Readiness Services department has set forth guidelines which incorporate industry best practices for recovery of critical business units, recovery of technology, and emergency and crisis management response and integrates the program into the overall risk management framework. n Criticality assessments—The Criticality Assessments are used in the determinations of business process and application recovery time objectives which addresses impacts based on financial, operational, reputational and regulatory risk factors. n Business impact analysis (BIA)—The BIA measures the effects of resource loss and escalating losses over time in order to provide management with reliable data upon which to base risk mitigation and continuity planning. BIA is reviewed biennially in conjunction with plan. n Threat vulnerability assessment—Our Enterprise Preparedness Program utilizes a Threat Vulnerability Analysis (TVA) process, biennially, to assess the risk of major natural hazard events and the impacts of those events on our corporate locations and the mission critical processes/technologies executed at those locations. This analysis drives strategic recovery planning for continuity of operations for these processes and technologies at the selected locations. The planning process assists in mitigating the potential concentration risk exposure of a single natural hazard or man-made event to any particular location or process. n Business continuity, disaster recovery and vendor service plans—The plans are a documented collection of procedures and information that is developed and maintained to enable us to provide products and services at an acceptable predefined level in the event of a business, technology or third party disruption. Recovery Plans are reviewed and approved by senior management biennially at a minimum, or as changes occur to mission critical functions and applications or as a result of issues discovered during exercises/tests. n Exercising/testing—All aspects of the plans are exercised/tested in accordance with regulatory requirements and our Enterprise Preparedness Policy guidance, and to demonstrate the level of recoverability. This includes plan activation simulation, including recovery strategies, crisis management and response, business continuity processes, and critical infrastructure disaster recovery. Key mission critical applications are exercised on a quarterly basis. Business Continuity Plans are exercised on an annual basis. Mainframe data is mirrored and replicated to the hot site and server backups are stored off-site in a secured cUmate-controUed environment. All exercise testing is measured and reported with identified issues documented and remediated. n Audit—Annual internal audits and periodic OCC/Federal Reserve exams are conducted on our Enterprise Preparedness Program. n Board of Directors Updates—^Enterprise Readiness services provides annual updates at a mini'mnm on the status of our Enterprise Preparedness Program to the Audit Committee of the Board of Directors of U.S. Bancorp. n Employee training and awareness—^Employee training and awareness includes biennial training courses, evacuation procedure awareness and identifying employees' roles and responsibilities during an adverse event. Clear communication during an event is vital. Employees who support mission U.S. Bank City of La Quinta 67 critical operations and technologies are trained through participating in functional exercises of recovery plans. Our business continuity plans are developed and maintained to address recovery strategies for such events as: pandemic/high employee absenteeism, technology outages, natural hazard impacts, etc. Below are examples of what might occur during an interruption of normal business operations. In the event a business site becomes inaccessible, we presently employ the following recovery strategies for mission critical functions: n Transfer work—Work is transferred to another location that does the same business function or has been cross trained. n Relocate people within business—Team members are relocated to another site. n Relocate to regional recovery center—A location, other than normal facility, will be used to process data and/or conduct critical or necessary business functions. n Vendor work area recovery—An external site will be used for the recovery of mission critical personnel and processes utilizing a third party owned location. n Work from home—Team members will work from home on a bank-owned device. In the event of a data center outage, we utilize an internal alternate data center, which is geographically disbursed, and utilizes near real-time data replication on an encrypted WAN connection to our recovery data centers within the prescribed recovery point objectives. In the event of a major disaster at U.S. Bancorp that impacts your product or service, a member of the applicable product or service client support team will communicate with you. Since it is impossible to anticipate every type of potential disaster, there can be no assurance that there will be no interruption of our business functions in all circumstances. The mission of our Enterprise Preparedness program is to minimize the impact of any disruption. This overview is subject to modification by U.S. Bancorp at any time. U.S. Bank City of La Quinta 68 Tab S - Implementation Plan As part of any conversion, the City requires an efficient transition to the new bank or to enhanced services with its existing bank. 1. Please describe the overall plan the bank would coordinate to ensure such a conversion. To help make your transition to U.S. Bank smooth and efficient, we designed an implementation process that includes a dedicated team of professionals. Our team ensures a successful onboarding experience. During the implementation process, we spend the time and resources to build a solid foundation for a successful relationsliip between the City and U.S. Bank. As your dedicated business partner, we work to understand the City and provide solutions to support your business needs. You can rely on our commitment, accessibility and responsiveness. Your primary U.S. Bank contact is your relationship manager, Eileen Perez, who works with your U.S. Bank implementation team. This team includes the following individuals: n Implementation resource, Chrisie Milon —She plays a critical role in orchestrating the entire implementation process and is your primary contact during this phase. She distributes and obtains appropriate documentation from the Gty to implement new services; works closely with various operations departments within U.S. Bank; and coordinates the technical team for system testing and training. Her level of experience and commitment will ensure your implementation is accurate and is completed within the established timeframes. n Treasury management consultant, Alice Warren—She works with the Gty to identify the appropriate solutions to help the Gty manage cash and improve efficiencies. She will also keep you informed of new or emerging technologies, which may impact the way you do business. n Treasury management associate, Lisa Iwuh-—'She works closely with Alice to establish the identified products and services. Although there are many people involved in implementing treasury management services, you will always have one contact you can call with questions during your implementation process — your implementation resource. After successful implementation, you are assigned a Commercial Customer Service team for ongoing product and account support. The process for establishing products and services with us may consist of the following phases: n Scheduling a discovery meeting to ensure we have an in-depth understanding of your workflows and related cash flows to appropriately finalize the solution set. n Gathering pertinent information necessary to complete documentation to establish accounts and implement services. Documentation is pre-filled by U.S. Bank where possible. n After obtaining all required customer information, we send you applicable documentation, including service agreements, user guides and other materials as necessary. n The agreements and/or applicable questionnaires are completed and received by the implementation resource, which marks the start of the service setup. n Assembling the implementation team, who will work witii your employees throughout the process. n Developing an implementation strategy designed to achieve the production date you specify. n Coordinating a kick-off meeting in which key stakeholders from U.S. Bank and the Gty are introduced, documentation can be presented for execution and the preliminary timeline is discussed and agreed upon. n Facilitating weekly touch point meetings with key stakeholders throughout the process to ensure benchmarks are on track and any issues are quickly resolved. n During setup, we test data transmissions for you using ARP, lockbox or ACH direct transmissions. • U.S. Bank first tests for connectivity through a telecommunications handshake. U.S. Bank City of La Quinta 69 • Next, customer test files are transmitted for each applicable service to ensure the data is properly received. • Upon successfi-il testing, we select a production date. Sample Implementation Schedule The average time for an implementation is determined by the product. Implementation time frames range from a minimum of two days to a maximum of eight weeks. Customization of programming potentially could extend this timeframe. We track the average time per product implementation or modification, as well as in total. Product Projected Implementation Timeline Actual Average ACH Origination - after underwriting is completed 10-15 business days 12 days Account Reconciliation 10-40 business days 20 days Cash Vault 10 business days Seven days Electronic Statement {EDI} !20-35 business days 22 days Image Archive CD-ROM 10-15 business days 12 days Onsite Electronic Deposit 35-50 business days 20 days Retumed items Special Instructions Seven business days Four days SinglePoint 10 business days Seven days Sweep Account Four-Eight business days Five days Wire Transfer 10-15 business days 11 days Zero Balance Account Three business days Three days Week One n Finalize account and service options, choose transmission protocol n Account and authorization forms delivered to the City n File formats (NACHA format, positive pay check issue format) delivered to the City of La Quinta n Documents signed and retumed to U.S. Bank Week Two n Accounts opened n Supplies ordered n Service implementation begins by U.S. Bank n Transmission communication testing begins between the City of La Quinta and U.S. Bank Week Three n Supplies delivered n SinglePoint Information Reporting ready for use n After successful transmission communication testing, positive pay and ACH file testing begins in test environment. n SinglePoint and On-Site Electronic Deposit user training plan developed Within three to seven weeks, the City of La Quinta will be live and trained on all current services. Week Four n SinglePoint wire service ready for use n On-Site Electronic Deposit Service scanners delivered U.S. Bank City of La Quinta 70 Week Five n Positive pay and ACH file testing begins in production environment Week Six n After successful production environment testing positive pay service is live n After successful production environment testing, ACH origination service is live n SinglePoint and On-Site Electronic Deposit user training Week Seven n Continued follow-up with web service users Week Eight n Implementation review n Schedule post-implementation meetings at City of La Quinta's request 2. Please detail all costs and the responsible party (bank or City) associated with the conversion of all new services. U.S. Bank is pleased to provide the city with an Earnings Credit transition credit of $4,500 to assist in the cost associated with conversion. Initial implementation fees for the standard services outlined in this proposal have been waived. 3. What size conversion allowance will the bank provide to the City? Please state a specific dollar amount or identify those supplies, products, or services included. U.S. Bank will assist the City with a transition earnings credit of $4,500 to assist in the implementation process. This credit will assist in the cost associated with depository supplies, necessary equipment when ordered through the recognized U.S. Bank vendor. This allows us to "credit" the City's analysis for the specified service, supply or equipment 4. Will the bank provide on-site training for City personnel for ail the services selected? How is the training typically structured? U.S. Bank offers multiple training options to learn about SinglePoint. Webinar training sessions are a prerequisite to individualized training requests. Scheduled online training sessions are available Monday through Friday at 11 a.m. ET and are approximately 60 minutes long. The training session will walk through logging on, navigation. Information Reporting and System Administration. All callers are muted to protect their anonymity. Questions can be submitted through a private chat session with the trainer. Sessions are available at no charge. Training topics will be tailored to your needs. There is no limit to the number of users attending. Training is available at $100 for two hours. Additional charges will be applied for training lasting longer than two hours. You can access self-paced training eLeaming courses anytime, at no cost. Every page in SinglePoint has a link to page-specific assistance. Certain fields have a help link to additional context-specific information. The SinglePoint Help Center provides information about all SinglePoint services and includes user guides in PDF format. 5. The target implementation date is July 1, 2019. U.S. Bank can meet this date. U.S. Bank City of La Quinta 71 Tab T - Service Enhancements Based on the information provided in the RFP and your firm's knowledge of the public sector, please describe any services or technological enhancements, not previously mentioned, that should be considered for further improving effectiveness of the City's treasury management operations. U.S. Bank is uniquely positioned to be your best strategic partner. We view your payments holistically and recommend solutions to optimize your entire cash conversion cycle. We offer our proprietary working capital model as a method to analyze your entire payable strategy. Our working capital consultation is a multi- phased approach, which will evaluate your current Accounts Payables (A/P) environment and develop a customized strategy helping you to optimize your working capital. This model is designed to align your current payment solution with the latest technologies in a holistic fashion in regard to your entire payables process. We will optimize your payments process with a blended strategy, offering your vendors the payment terms that provide the most savings and rebate available based on your procurement and payment process. This model, and the consulting process incorporated into it, is part of our offer at no additional cost. We extend an offer to the City to meet with our working capital consultants, who will discuss and recommend solutions based upon your unique business model for maximum efficiency, flexibility and control. This process typically starts with mapping your complete payment model. From there, we can engineer a solution based on solving your individual challenges of cash flow, working capital and payables management. To accomplish this, we host a series of two on-site sessions, each lasting no more than 90 minutes), at no charge, so that we can understand more about the City's process flow, from procurement to payment. This session is a discussion of your current process and does not require any pre-work on yorir behalf. We will review this information, compare it to industry best practices, and provide recommendations during a subsequent recommendation session. This is when we present our recommendations to optimize your working capital including: n Creating process improvements n Changing payment methods n Improving payment terms n Employing supplier enablement n Developing deployment strategies This service is a long-term business solution built on our commitment to be a treasury advisor who understands your strategic and tactical initiatives. We know partnering across all payment types in a working capital optimization engagement is the most transformative exercise your payables process can unde^o and we look forward to supporting you in this end-to-end advisory capacity should we be selected as a partner. U.S. Bank City of La Quinta 72 Exhibits for Banking Services Submittals; Tab U - Banking Services Bid Form SECTION VII BID FORM- utilize AFP codes when applicable Tab U - Banking Services Bid Form: Please complete all items on this attachment. If the bank does not or cannot provide the specific requested service, please Indicate "noproposai" and if appropriate, recommend an alternative service and include as a specified attachment. Per unit cost x Estimated Monthly Unit Volume = Total Monthly Cost X12 = Estimated Total Annual Cost. Where fees vary for this formula, please indicate and provide an estimate of the total annual cost. Volumes indicated represent average monthly activity. Bank Name: U.S. Bank N.A. Unit Cost Monthly Unit Volume Monthly Cost ■^in¥a^e«" Total Annual Cost Balance & Compensation Information Services Deposit Insurance-Bank Assessment $0.14575 3247 $473.25 $5679.00 General Account Services Account Maintenance $7.00 3 $21.00 $63.00 ZBA Depository + Master Maint $10.00 1 $10.00 $120.00 ZBA Subsidiary Account Maint $10.00 2 $20.00 $240.00 Debits Posted-Other $0.12 27 $3.24 $38.88 Credits Posted-Other $0.12 160 $19.20 $230.40 Paper Deposit Statement Mailed $5.00 Depository Services Banking Center Deposlt-CA $1.00 22 $22.00 $264.00 Vault Deposit-CA $1.00 44 $44.00 $528.00 Dep Conditioning-Surchg-Vault n/a $0.00 $0.00 Curr/Coin Dep/$100 Vault-CA $0.10 666 $66.60 $799.20 Vault Deposit-Extended Hours-CA $0.10 1 $0.10 $0.10 CKS Dep Un-Encoded Items $0,075 26 $1.95 $23.40 Returns-Chargeback $2.50 0 $0.00 $0.00 3rd Party Courier-Vault Pass through Mail Notification-Receipt-Vault $0.75 0 $0.00 $0.00 Deposit Correction-Cash $6.00 1 $6.00 $72.00 Deposit Correction-Non- Cash $6.00 1 $6.00 $72.00 Paper Disbursement Services ARP PPay Maint-No Recon $35.00 1 $35.00 $420.00 General Checks Paid Truncated $0.12 327 $39.24 $470.88 NSF Items Paid/Returned $37.00 0 $0.00 $0.00 Payee Positive Pay Maint $20.00 1 $20.00 $240.00 Payee Positive Pay-Issue Match $0.02 327 $6.54 $78.48 U.S. Bank City of La Quinta 73 Banking Services Bid Form Bank Name: U.S. Bank N.A. Unit Cost Estimated Monthly Unit Volume Total Monthly Cost Total Annual Cost Paper Disbursement Services (Con't.) Positive Pay Exceptions $2.00 1 $2.00 $24.00 Stop Pay Automated-12 months $9.00 1 $9.00 $108.00 ARP PPay No Recon Input Item $0.04 310 $14.40 $172.80 CD Rom Maintenance $5.00 1 $5.00 $60.00 Image Maintenance $5.00 3 $15.00 $180.00 Image Retrieval CPO $0.00 $0.00 $0.00 On Line Image Retrieval CPO $0.00 $0.00 $0.00 CD Rom Disk $5.00 1 $5.00 $60.00 CD Rom per Image $0.03 327 $9.81 $117.72 ARP Positive Pay Notif $0.00 $0.00 $0.00 ARP Issue Posted Notif $0.00 $0.00 $0.00 ARP Issue Reed Notif $0.00 $0.00 $0.00 ARP PPay Input File Trans $5.00 4 $20.00 $240.00 Paper Disb Recon Services ARP Void Cancel Items $0.25 1 $0.25 $3.00 General ACH Services ACH Monthly Maintenance (w)$10.00 1 $10.00 $120.00 ACH Corporate On Us Credits $0.07 16 $1.12 $13.44 ACH Corporate Off Us Credits $0.07 251 $17.57 $210.84 Consumer Credit On Us Credits (w)$0.07 1 $0.07 $0.84 Consumer Credit Off Us Credits (w)$0.07 1 $0.07 $0.84 PC Tax Payment $4.25 0 $0.00 $0.00 ACH Blocks Auth Instructions $0.10 1 $0.10 $1.20 ACH Blocks Auth Maintenance $10.00 3 $30.00 $360.00 U.S. Bank City of La Quinta 74 Banking Services Bid Form Bank Name: U.S. Bank N.A. Item Per Unit .,,Cost Estimated Monthly Total Monthly Estimated Total Annual Unit Volume Cost General ACH Services (Con't.) ACH Blocks Auth Add-Change $1.00 1 $1.00 $12.00 ACH Debit Received Item (w)$0.10 137 $13.70 $164.40 ACH Credit Received Item (w)$0.10 1 $0.10 $1.20 ACH Return Item (w)$2.00 1 $2.00 $24.00 ACH Input-Transmission (w)$3.00 5 $15.00 $180.00 ACH Delete/Reversal (w)$25.00 0 $0.00 $0.00 ACH Notif of Change (NOC)$2.00 1 $2.00 $24.00 ACH Optional Reports-Electronic n/a 0 $0.00 $0.00 ACH Optional Reports-Fax (w)n/a 0 $0.00 $0.00 ACH Optional Reports-Mail (w)n/a 0 $0.00 $0.00 ACH Standard Reports-Mail (w)n/a 0 $0.00 $0.00 ACH Standard Reports-Electronic $2.00 1 $2.00 $24.00 ACH Standard Reports-Fax (w) Wire & Other Funds Transfer Svc GP Mthly Maint Basic $10.00 1 $10.00 $120.00 Electronic Wire Out-Domestic $7.00 1 $7.00 $84.00 Book Credit $7.00 0 $0.00 $0.00 Outgoing Wire Confirm Notif $0.00 0 $0.00 $0.00 Wire Payee Advising $0.10 0 $0.00 $0.00 GPS Confirms $0.00 0 $0.00 $0.00 Pend Wire Approval Notif $0.00 0 $0.00 $0.00 Incoming Wire Notif-Email $0.00 0 $0.00 $0.00 GP Cust Mant Temp Storage n/a 0 $0.00 $0.00 U.S. Bank City of La Quinta 75 Banking Service Bid Form Bank Name: U.S. Bank N.A. Per Unit Cost Estimated Monthly Unit Volume Total Monthly Cost Estimated Total Annual Cost Wire & Other Funds Trans Svc (Con't.) Incoming Domestic Wire $7.00 2 $14.00 $168.00 Wire Advice-Phone $3.00 1 $3.00 $36.00 On Line Information Services Previous Day Account Fee n/a included Previous Day Standard Item $0.03 633 $18.99 $227.88 Previous Day Maintenance $5.00 3 $15.00 $180.00 Email Notification Schedule $0.00 0 $0.00 $0.00 Online Subscription N/A 0 $0.00 $0.00 Per Image Access $0.03 301 $9.03 $108.36 Service/Other Remote Deposit Services $50.00 1 $50.00 $600.00 Remote Deposit Web Maintenance $20.00 1 $20.00 $240.00 Remote Deposit - per deposit $0.85 21 $17.85 $214.20 Remote Deposit - per item deposit $0.08 890 $71.20 $854.40 Image Cash Letter Deposits SO.85 0 $0.00 $0.00 Totals - Monthly and Annual Fees $1,490.83*$17,889.96* *Based on compensating balance of $3.2M with ECR of 0.95% this fee would be $0.00 " see pricing proforma in following pages. Other Information Earnings Credit Rate for August 2018 0.95% Uncollected Funds Rate (%)015 (prime rate + 4%) = 9.25% Overdraft Rate (%)(prime rate + 4%) 9.25yo Fixed Pricing Guarantee (# of Years)5 years with option to renew for 2 additional (1) vear terms Bank Information Name of Contact Bank Officer Eileen Pere2 Signature of Authorized Bank Officer Bank Officer's Telephone Number 213-615-6661 Bank Officer's E-mail Address Eileen.pere2@usbank.com U.S. Bank City of La Quinta 76 U.S. Bank City of La Quinta 77 [i^bank. Account Analysis & Billing City of La Quinta 38495 Calle Tampico La Quinta, CA 92253 Vohrnie Unit Price TolaJ Price ConsoBdated Analysis Summary ._U?i Lead Accoint Nimber Earrings Credit Rate Ciareri Morih Miitipier New 0^5% 1,263.16 i Settlement Analysis Colected Balance Available for Earrings Credit Services Earrings Credit @ 0.95% li^restPaid on Balances @ 0.25% Earrings Credit Based Service Charges Currerti Month Sirplus/(Deficit) Position Net Service Charges 3^46,323.54 2^70.01 676.46 1,490.83 Net of Interest and Service Charges hterest Earned on Merest Bearing Chedcing Net Service Qrarge Ir^rest Earn^ L£S8 Service Ctarg^ $ 676.46 S $ 676.46 Unit To^ Service Volume Price Price DeposHory SetVH^ ------ Accowt Mairienance 3 $7.00 f 21.00 Paper Credits 79 $0.30 23.70 Electaoric Credits ^71 $0.12 M.52 Paper Debits 365 $0.12 $43.ro EleclTDric Debits 40 0.12 $4.ro Deposited item 26 5 0.075 s 1.^ Retuned Deposited fems 1 5 3.75 A 3.75 Retuned tem Special ristnjc 6 0.00 For First 1 1 $2.00 $2.00 ForCVerl 2.00 S Redeposited RetLined lem 1 2.50 1 2.50 Retuned lem Image Copi^2 .A 1.00 J 2.00 Deposit Coverage 3247 5 0.14575 $473.25 Subtotal Depository Senrices V"$599^7 U.S. Bank City of La Quinta 78 ppbank Account Analysis & Billing Unit Total VoliOTie Price Pri^ Account ReconcSement Services Fil/Positive Pay Maint $0.00 For First 1 PerAcct t $35.00 3 35.00 EachAdditionalRecor)diationperCycieC^er1 PerAcct $15.00 $- Fid/Positive Pay - per lem 327 %0.04 3 13.08 SP Issue/Cancel hpii 1 $025 025 SP Adjustment Request t $0.00 3 - SP Posiliw Pay Exceptions t $2.00 . 2.00 Transmission hpii 4 5 5.00 3 20.00 ARP Transmission Output 23 3 5.00 3 115.00 Af^ Transmission - per tern 327 3 0.02 5 6M Pa^ Positive Pay Maintenance 1 <20.00 ?20.00 Payee Positive Pay-per Item 327 0.02 3 6.M Siirtotal Accoifti Reconcilement Services 3 218.41 SinglePoint Sp Previous Day Per ^ct 3 0.00 For First 1 t 3 5.00 (5.00 ForO\«r1 2 5.00 3 10.00 Sp Previous Day Per lem 633 3 0.03 3 1829 Account Analysis Report PDF 3 0.00 For First 1 1 3 5.00 5.00 For Overt 3 0.00 5 - MontHy DDA Statement PDF 3 3 2.00 3 6.00 ACH Return and NOC Report 0.00 For First 1 1 2.00 ZOO For Overt 3 2.00 - ACH Retunarxi NOC Report 1 <0.00 3 SP Token Mortfty Mairtenance 3 3.50 SP Slop Payments Mo liriaint 3 0.00 For First 1 ?_10.00 s 1020 ForOwrt 3 0.00 f - SP Stop Payments-per Stop 3 0.00 For First 10 PerAcct 1 3 9.00 3 9.00 ForOwsr to PerAcct 3 9.00 - SP ACH Origir^tion Mo Mairt 3 0.00 For First t t 3 10.00 3 10.00 For Overt 3 0.00 5 - SP ACH Positive Pay Mo Malnt 3 5 10.00 3 ^.00 SP VMres Monlh^ Maintenance f 0.00 For First 1 t 10.00 1020 ForOvert 3 0.00 3 T . U.S. Bank City of La Quinta 79 [T^bank Account Analysis & Billing Unit Total !Vohmie Price Price SinglePoint SP ACH POS Pay Aulhorization 1 1.00 1 1.00 SP ACH POS Pay per Paid lem 1 $0.10 $0.10 SP Issue Maint Mo Maintenance $0.00 ForFirstl 1 i 10.00 ?10.00 ForO*ref 1 $0.00 $- SP knage Acce^ Mo Maint 3 $3.00 $9.^ ' SP External Message Mo Maint $0.00 For First 1 1 10.00 5,1^ For Over 1 $0.00 - SP External User Message Sent 1 $0.00 9 - SP External User Task Sent 1 ?0.00 1 Subtotal SinglePoint 9 156.59 Wre Transfers - - — •— • VUie Morthfy Mairt Voice-Pin 1 1.2.50 A.2.50 tecoming Fedwire 4 $7.00 9 26.^ Bank- tetemal 1 '$7.00 9 7.00 Repaired Outgoing V^re 2 Z50 5.00 SP Fedwire Repetiti\«3 7.00 5 21-00 SP Fedwire Non-Repetilive 2 7.00 »14.00 Wire Advice Phone 3.00 3-PO Sitototel VMie Transfers - $80.50 Zteto Balartce Accounts ZBALead 1 10.00 $10D0 ZBA Sifestdiary 2 S 10.00 9 20J3P SifetotalZero Balance Accounts <30.00 Image Services . .. SP Cks Pd per item Stored 297 0.02 htage Archive MortHy Maint 3 S 10.00 30.00 knage An^ve per Check knage ^$0.03 1..15.00 knage Archive - per CD-ROM 1 S 5.00 5.00 1 knage Archive perCk/Dep knage 301 9 0.03 ?.10.00' : SP Short Term kngs Retrieved 1 *0.75 0.75 Sifetotal kii^e Services j 9 66.69 ACH Services " ACH Origlrated Addenda tern 9 ■P-0.04 .¥9:36 I J ACH Received tem 159 0.10 1 15.90 i' 1 SDA Special Processing 150.00 ] 1 SPACHCfUJStem 14 S 0.07 0.96 SPACHTransittem 279 i 0.07 19.53_ U.S. Bank City of La Quinta 80 [J^bank Account Analysis & Billing Unit Total . Volume Price Price ACH Services SinglePoint SDA Transit Item $0.50 SP ACH Process Run 5 $3.00 15:00 SP ACH Rtn Item 1 $2.00 $2.00 SP Unauth ACH Ret - per Item 1 $3^00 ? . . -3-Qp SP ACH NOC Item 1 $2.00 $2.00 Subtotal ACH Services 1 58.77 Branch Coin/Currency Servjces Cash Oeposlted-per $100 1 $0.14 5 . ....0.14 Brarreh Deposit Processing Fee $1.00 Loose Currency Ordered/$100 6.5 $0.14 $0.91 Standard Chng Order-per Order 1 $4.00 $4.00 Non Customer On US Ck Cashing 4 1 .5.00 s 20,00 Subtotal Brands Coin/Currency Sen/ices — • 25.05 CVS Coin/Currency Cash Dep-per$100 345 $0.10 34.50 Cash Vauft Deposit 58 $1.00 .1 58X)0 Subtotal CVS CoirVCunrency .5 02-50 , Electronic Deposit Services - EDM Monthly Maint - per Acct " ] For First 1 1 $ '50.00 50.00 For Over 1 $15.00 $- VJeh Monthly Maint - per VWkstn 1 lf1-10 1 20.00 1.20.00 lf11 -50 ?20.00 i..- If Over 60 $20.00 $- Depoat Credit 21 5.0.85 $17,85 Image Check item - On-Us 217 §0.08 1 17.36 1 Image Check Item - Transit 67^0.08'$53.84 Subtotol Electroruc Deposit -- 1 $159.05 International Banking .... 1 l_ - : Canadian (CAD) Check Deposited ' 1 $4.001 ?.4.00 Subtotal totemational Banking A „4.00: Total Service Charges 1 $1,490.83 1 U.S. Bank City of La Quinta 81 [i^baiilc. Account Analysis & Billing Volume Unit Price Total Price Pi^es quoted in this proposal are Treasury Mar^gement Services requested by the customer. Additional Treasury Management Services will be separately priced at the time of customer's request Prices quoted are valid for 120 days following customer's receipt afterwhich they will be siAjectto change by U.S. Bank. AH prices are subject to change, at any time and atSarrk's sole discretion, due to changes in business corxlitions, volumes, quality of work provided by the customer and normal pricirg charge cycles. Notwithstandir^ anything contained herein to the contrary^allTreasiay Management Senrices provided to customer are subject to U.S. Barb's Services Terms and Conditions, as the same maybe amended ftern time to time. Branch Cash sen/ices availability is subject to change based on client processing requirements and branch capacity.' I Pricing for Branch Cash Sen/ices is sifoject to change when non-starxlard processing Is requested. U.S. Bank City of La Quinta 82 Tab V - Sample Account Analysis Statement and Users Guide [^bank Customer Analysis Sta 200Se(hSt/EP-AmtaS Mint>eaf«la.MN£S402 tement statement Pehod: September 20XX Page 1 <M4 SAMPl£ COMPANY A 3333333330 Account Number 1-234-5678^12 TOTAL CHARGE: $3,197.86 The Total CItarge nuin be assessed to 3«xnji4 1-234-5678-9012 m the month of October. Direct nquires to: Commerctal Customer Service st 1- 86fr483'3335. To help ^ure the accuracy of your service activity, piease review this statement prontoOy and compare it to your records. You must rqxMl any discrepancies within 60 days of the date this an^ysis statement is mated or made avaSabie to you. After 60 days your sen^ activity and bcBing win be deemed corred News For You stay current on treasury rrtanagement topics with U.S. Bank TM Forum eNewsletter. To receive a free, quarterly copy of TM Forum, send your email to tmforunmew5ietter@usbank.com and wito 'subscrit>e' to the Ktoject Hne. Consolidated Analysis Summary SAMPLE COMPANY A Lead Acaxint Number Negative Collected Rate Reserve Adjustment Rate Settlement FrequwKy Settlement Period 1-234-5678-0012 1225% 10.00% Monthly September 20XX Balance Summary Average Ledger BateKs Average Float Average Collected Balance 0.00 0.00 0.00 Settlement Analysis Av^age CoUected Balance Collected Balance Available for Eamtogs Credit Sennces Eamtogs C^ertit Based Service Charges Current Month Surptus/fOeficit) Rrsttton Net Service Charges $0.00 =0.00 -3,197.86 {3,197.86) $(3.197.86) The Reserve Ac^ustment deduction on yoir analyzed account ^atement may rxt necessary reflect the actual reserves incured tiy US. BaiA. U.S. Bank City of La Quinta 83 [J^bank 200 S Ml St. / EP-MN-LI3B Minneapeis.UNS£4Q2 Customer Analysis Statement statement F^fiod: September 20XX Page2of4 Service Activity Detail - Summary Service Volume A^Urtit Price*Total Ctrarge Collected Balance Required Depository Services Account Maintenance 1 6.50000 6.50 0 Electronic Crerfits 45 0Z5000 11.25 0 Electronic Debits 149 0.15000 22.35 0 Check Filter Monthly Maint 1 0.00000 No Ch^ge 0 Sid>total; Depository Services 40.10 SingfePoInt Sp Current Day Detail - Acct 1 9.00000 9.00 0 Sp Current Day Per Hem 360 0.03500 12.60 0 Sp Previous Day Detail - Acct 1 55.00000 55.00 0 Sp Previous Day Per Item 429 0.07000 30.03 0 Account Analysis Report 1 10.00000 10.00 0 Monthly DDA Statement 1 5.00000 5.00 0 ACH Return And NOC Report 1 5.00000 5.00 0 Sp Token Montiily Maintenance 4 3.00000 12.00 0 Sp Book Transer Mo Maintenance 1 0.00000 No Charge 0 Sp ACH Monthly Maintenance 1 30.00000 30.00 0 Sp Wires Monthly Maintenance 1 30.00000 30.00 0 Subtotal: SinglePomt 19863 Wire Transfers Wires Monthly Pin Maintenance 1 0.00000 No Charge 0 Sidrtotal: Wire Trartsfers 0.00 Zero Balance Accounts TBPi Subsidiary 1 20.00000 20.00 0 Subtotal: Zero B^wce Account 20.00 * For statements with more than one accouit, the per-unft pricmg can vary from account to account For detailed pridng mformalion, refer to account level statements. U.S. Bank City of La Quinta 84 [T^bank aooseth St / EP-MN-L>aB Mnte^polis. MN 55403 Customer Anatysfs Statement statement Praiod: Sef^emba^ 20XX Page 3 of4 Service Activity Detail - Summary (CONTINUED) Service Volume AvgUnit Price*Total Charae CoRected Required ACH Service ACH Monthly Maintenance 2 Maximum 25.00 0 ACH Originated Addenda Item 4.387 0.03000 131.61 0 ACH Settlement Report No Maint 4 Maximum 20.00 0 ACH Process Run 137 Maximum 200.00 0 ACH Grig Not On-US Item 32.447 0.03500 1.135.64 0 ACH Origirrated On-US Item 5,528 0.03500 193.48 0 ACH File Confirmation Email 306 1.25000 382.50 0 ACH Received Item 5 0.20000 1.00 0 ACH Fitter Mthly Maint 1 15.00000 15.00 0 ACH Return Per Item 49 3.75000 183.75 0 ACH Notification of Change 74 3.25000 240.50 0 ACH Retum/NOC Faxed 123 2.0000 246.00 0 Business Echeck Block No Maint 1 8.0000 6.00 0 ACH Item Adjustment Request 6 20.0000 120.00 0 Sp ACH Not On-US Item 11 0.15000 1.65 0 Sp ACH Process Run 10 2.00000 20.00 0 Subtotal: ACH Service 2924 13 Earnings Credit Based Service Charges 3.197.86 Total Service Charges 3.197.86 ^ For statements with more Oian one account, the per-unit pridnB can vary from account to account information, refer to account level statements. For detailed pricing Calculations and Definitions Collected Balance Required: Earnings Credit Bas^ Service Charges OR Total Charge + Estfnings Credit Rate (1-Res^ve AcQustment Rate) Actual Days Month > Adu^ Days ^ Year Current Month Muttiptien 1.00 * Earrtings Credit Rate (l-Reserve Adjustmert Rate) Actual Days in Month » Actual Days in Year Charge for Negative Collected Balance: Average Negative CoOected Balance " Negative Collected Balance Rate > Actual Days in Month 360 EfOTiings Credit: Cdlected Balance Avadabie for Eairvngs Cretfit Services « Earnings Credit Rate Actual Days in Mordh 4- Actual Days In Year Average Negative Collected Balance: On a daily basts, your enffing collected balance is ertiter positive or nega^. If the endng ledger balance mirnis any uncoilected finds (float) is less than zero, then your daly ending o^ected balarrce postikm is negative. fii the end of tire month, the daily negative cxfiected balances are combined and divided by the number of days in the statement perkxl. Average Positive Collected Balance: if the ending ledger babnce minus any urtcoliected fivxts (float) is greater than zero, then your daBy ending ccAected balance is positive. At the end of the month, the daBy po^tive collected balances me conMied and divided by the nunti)ef of days In the stat^nent period. U.S. Bank City of La Quinta 85 [J^bank 2(XISathSL/EP-MN-L18B Mtnne^olis. MN ££402 Customer Analysis Statement statement P^iod; %ptember20XX Page4of4 Customer Settlement Page lloirthly Balance OctOX-1 NovOX-1 DecOX-1 Jan OX FebOX Mar OX Apr OX May OX { LEDGER BALA^K:£11,984 11,558 15D,ro3 10,333 1,459 0 0 0 LESS: FLOAT 0 0 0 0 0 0 0 0 AVGCOLLBAL 11,984 11,558 150,003 10,333 1,459 0 0 0 NE6COLBAL 0 0 a),135 0 0 0 0 0 POSCOLBAL 11,984 11,558 200,138 10,333 1,459 0 0 0 RESERVES 1.1%1.156 20.014 1.033 146 0 0 0 FffiBSDCOLBAL 0 0 0 0 0 0 0 0 COL BAL FOR EC 10,785 10,403 180,124 9,300 U13 0 0 0 NONIKT TIME DEP 0 0 0 0 0 0 0 0 COIilPBALREQCR 0 0 0 0 0 0 0 0 COLBALAFTRCR 10,785 10,403 180,124 9,300 1213 0 0 0 EARN CRED RATE 0.00%0.00%0.00%OilO%0.00%0.00%0.00%020% EARNINGS CREDIT 0 0 0 0 0 0 0 0 INT PAID ON BAL 53 49 876 45 6 0 0 0 NET EARN CREHMT 0 0 0 0 0 0 0 0 EC BASED SC 3,905 Z846 3,592 3,081 Z740 1016 2,925 3,184 MEG COa RATE 12.25%1Z2S%1Z25%1225%1225%1225%1225%1225% CHGNEGCOLBAL 0 0 0 0 0 0 0 0 CtJRMOSURIDEF 3.905 Z846 3,S32 •3,081 •2740 -1016 -2,925 3,184 . CFECSURfl5EF 0 0 0 0 0 0 0 0 CFECaJRTOEF 0 0 D 0 0 0 0 0 TOTSUWDEF 3,905 Z846 ZS92 .3,081 •2740 -3,016 -2925 - 1184 - CRBALDEFFEE 0 0 0 0 0 0 0 0 FSBASS>SC 0 0 0 0 0 0 0 0 CFra BASED SC 0 0 0 0 0 0 0 0 TorreEsc 0 0 0 0 0 0 0 0 TOTAL SALES TAX 0 0 0 0 D 0 0 0 NET SERVICE CHG 3,905 ZS46 3.592 •3,081 -2740 -1016 -2925 - 1184 . Montltly Balance JunOX JulOX AugOX SepOX SepOX-1 Averaoe Period to Date | LEDGER BALANCE 0 0 0 G 1.011 - 15,445 1210 LESS: FLOAT 0 0 0 0 0 0 0 AVGCOLLBAL 0 0 0 0 1,011 - 15.445 1,310 COL BAL 0 0 0 0 11,466 4,178 0 POSCOLBAL 0 0 0 0 10,456 19,623 1210 I^ERVES 0 0 0 0 1.016 1.962 131 FEE BSD COL BAL 0 0 0 0 0 0 0 COL BAL FOR EC 0 0 0 0 9.410 17,660 1,179 NONtNTTThCDEP 0 0 0 0 0 0 0 COMPBALREQCR 0 0 0 0 d 0 0 COLBALAFTRCR 0 0 0 0 9,410 17,660 1,179 EARN CRED RATE 00.00%004)0%00.00%00.00%00.00%0020% EAJVUNGS CREOrr 0 0 0 0 0 0 0 INT PAID ON BAL 0 0 0 0 44 86 6 rCTEARNCRHXT 0 0 0 0 0 0 0 EC BASED SC 2,969 Z911 3,466 3,198 4,788 3,153 3,054 ^C6COaRATE 12.25%1Z2S%1Z2S%1225%1225%1225% CHG ICG COL BAL 0 0 0 0 0 0 0 CURMOSUROEF 2,969 Z911 3,466 -3,198 •4,788 1153 1054 - CFECSUR/DEF 0 0 0 0 0 0 □ CFECSURIDEF 0 d 0 0 d 0 0 TOTSUWCCF Z969 Z911 3.466 -1198 •4.788 3.153 .1054 - CRBALDEFFEE 0 0 0 0 D 0 0 FS BASED SC 0 0 0 0 0 0 0 CFFE BASED SC 0 0 0 0 0 0 0 TOT FEE SC 0 0 0 0 0 0 0 TOTAL SALES TAX 0 0 0 0 0 0 0 FCTSB^VICECHG Z969 Z911 1466 ■1198 -4.788 3.153 -1054 - U.S. Bank City of La Quinta 86 Understanding Your Business Account Analysis Statement At U^. Bank, providkig the best in customer service and convenience is a top priority. You win receive an accurate and timely US. Bank bustwss account analysis statement HI a concise, easy-to-read formaL Ytfete committed to meeting wA exceeding all your business needs. Consolidated Analysis Summary ^ Lead Account Numt>er: Ttie checking account to service charges are assBssed. Q Earnings CredK Rate:Tte rats appilsd to the cctisctEd talsxKS avaiatde tor earnings aedit Id calculate total ramiigs crsdit, as detailed in fe setilsfnent analysis section m ym anatyse statement. Q Negative Collected Rate: The rate cttar^ for ixa oi uncoliecied balances. O Reserve AcQustment Rate:His rate is based m the reserva requireflient parcsnlage set by the Federal Reserve. 0 Cuirent Month MuRiplienThe coBected balance availabie for eamir^ create recced to offset $1 of service charges. ^ Settlement Frequency: The frecxKocy with vdiich your account settles. O Settlement Period: The nwnth your account will s^. Balance Summary O Average Ledger Balance: The sum of daily balances (fivided It)' tha number of days in the mongh (includes collected and uncdiected batence^. o Average Float: The sum of the average daily balance of all checks you de{»sllsd for which ledger aedt has been but which are not yet cdlected. ® Average Collected Balance: The total of your (teily ledger balances, (ninus float ifivided by the number of days m tt» madh. Average Negative Collected Balance: B the entfir^ ledger balance minus any imcollecled funds is less than zero, then your dady ending collected balance pos^ is ne^tive.Tha average cotoctEd balsice is calculated by adiling the dai^ negative oollected batences for aB accounts and dffiding by die numt^r of days in the month. @ Average Poeitve Collected Balance: ff die ending ledger taSanoe minus any urxxtBected funite is grester dGsn z^o. then your daily ending cdliected balance is pos^ve. The average positive collected balance s calculatBd by adding tie daily posrthe coltected balances tor ^1 accounts and (finding by the number of days in the mor^ Settlement Analysis @ Average PoaSive Collected Balance: The same as the a'<erage positive collected batance descritod in number 12 above. Collected Balance Available for Eamtngs Credit Services: The average pc^idiQ CDliacted balance. 0 Earnings Credit The earnings credit rate multiplfed by the collacted balance avalable for eamlr^ crediit to produce you total earnings credit anxKint 0 Earnings Credit Based Service Charges: The total service ch^g^ as detailed on your analysis statement in the senice Ktrvity detad sedicrt 0 Current Month Surplus/(Defk:i) Position: Tito tctal service chargas for the current fncnth, a^or earnings credit has been deducted. 0 Net Service Charges: The net position at setaent. A negalivs v^ indicates that you owe a SBfvice charge. Continued cn next page... U.S. Bank City of La Quinta 87 01a.c'irtVIk9I01fIITIQs ^^ ^ i %15 ^ e s900rr?e e »p-T,I IyjtDP ^8C^rrII. 8-t ^o%?cooooootp IP r. JD 2 m cfhlflSi1''is,'ISIS5f i?-ifSggis'a SXKsCD1r>IiII Service Activity Detail 0 Service Activily Detaft: 17^ soction fists vciume, average is^ prioB, total charge, and ODilectad ba^e recpred for each service used. AssDciatian fcr Rnandal ftofessionals (AFP) Service (^odas are avafiabie retifLiEst. 0 Average Unit Price: The average pnoe fcr each unit. For slatemenis viidh more than one account. tlH per-uul pric^ can vary from accomt to accoiffit The average unit price at the summary levei is caicukted by (fividing the total charge by volume. For de^d priding inilorTnatkm. refer to account statements. 0 Cotiected Balance Reqiired: The adected balarxs avaHablefareamiri^aedilyouniisttnajrtafi in your acount to fuly o&et toy dorgas. 0 CTuarge For Negative Collected Balance: The voiume indicated for this fne item is the number of dcdars of average ne^tive collected balance for fie current mordh. The average unit price is catodatod by midtiplying the ne^thre cdIOc^ rale by the number of days m the ctiran! monfL divided t^ 360. 0 Accounts IrKltided In This Rollup: All accounts that comprise the fitaf analysis ach'v^. © Calculations and Definitions: CateuEations and dafimhans of how key infonnatiian en tfn account sialysis statement is calcuiated. U.S. Bank City of La Quinta 89 06 Blumo e-| Ajio >iueg s n p0u»0 U i^O p mtmu AH ^4 tM(Mie put f l^ilth •«v p«r«#n •«i(K>d '|(f>«« u»Kiuj mu r? fu* «« ht fifici« «7uff»q c«i?*|cc> (kjfM /|f9 lao^ ujgi v:mr Ijti« >«|»A10 II 0il^Cc:un <111 iHifii fupuA IMIII ;«lut|*«p«|M|teO •Au**V c«»M u»u««s 94j U' i<m p M(|4i*u •r4Mpi|ir«s tut (wuuiuu luvvKUiiniiMpHtu bi.v|lfl*u ^iiip «i« uijuu u^i |u lUHWiliy i«'Mt6«uii us«tiOd <fn> ^>*U ow mi <■ limtl «pi«V pyEUicain <i<V v>k*4j »;taf^ nifi^v|>4IM «^4iHf«wjd«Wir>C«lMakl»'MiMfaj4(dOI|!X>0up.A)^i:^'«S£i)^*tpCiO :k3U«t««p*|Mi|OOfti4i*fllNA6«JUV mitvi u %<«C] rvncv X wvu «»ot&aiira K H3tu»« wsMn«0uii»3 tUPKOvfi^uiaj OK ' --I-Prtu-Kfattnicv• Mpty «3U*f*t|pfl|aip»;^ii.«f*d»Nx«ai«^[Mpilp;) MJvrfawi :«aM»y>q piaipoj awi^m *<H <^"**0 •n.i.,« Unjjwwiv » WCV«"»**qr*'V^ • iV.wad i)* <«%l WtutO -Attuti • UifHO Wl UD itAitti:} HJiuuSi MU<« ipu:) uLuiktj aoiaiia P*P«II»3 MOnUVVQ PM «UCffl|f»|tO ic^i-oatu-d^c ezk(hcai;»<])e-2 (f) c3n||ou Sfm U| popnf9U| stunoooy (B«ay Aimd fsmip wi -V'vn>n«M9e«uai4<'*M««9 S^TiT S»18^ -wiwsewF r«**1 ftrmm e* «pu •»«||«m|«| Sapprf ^rmam ate «tt« waa i|Sf» ihh mn , irBA*ijQ (tTA.»3 pw*a IPWJ "^Piwrg mr 03*«3H3V incifTS ma 00^uMtmfmrf «eu»uiai«ll h3V ft3|unN3V KtU aosa OOTfS 000QO8S dM«^ insi^rs »me pu<^ amwh wauivia tftMig mr tMMOov aomna cw? tnciqris lUStll mu MOd 0»tt oooctiod ooQooer Xmwm'iS vh/ pMivn mpmasft aauppp omj «'«S 5Kin»e*nv*J<**o inn^re zie 8KI4 85 907 «-5 *50100 (XCT70 00090*1 srio*97 t * i4l^O 5«>M>Sl3 AAltUlMtn mat0Lt»3 Ato$med»a PMVUMH ^■xienepmnp «jn43p|di »□^aunO*v ■uflPA mttums Ajvuiujns • ii«)aa ^|Aipy 93|/U9S, l-U;^ UM«Jt4*&^ tuoLuoiviS fjiAituv JMUQisno MueQgTTi Tab W - Relevant Cash Management Agreements: Please review the following relevant agreements available for your review. • National Premier Plus Funds Availability Schedule • California Waiver of Security U.S. Bank Forms and Agreements • Master Services Agreement (MSA) • Instructions MSA — Government Entities • Appendix A & Instructions • Appendix B & Instructions • Wire Transfer Authorization Form & Instructions • ACH Authorization Form In our efforts to conserve natural resources we only include the following exhibit in the original copy of our proposal. If you do need additional copies of the following exhibits, they can be made available upon request. • USB Services Terms & Conditions U.S. Bank Cityof LaQuinta 91 [^bank.U.S. Bank National Premier Plus Availability Schedule January 22, 2018 This document details the float assignment and deadlines for Image delivered deposits made to accounts using the U.S. Bank National Premier Plus availability schedule. Use this document as a guide for when to expect funds to become collected. Questions regarding this availability schedule should be directed to your Relationship Manager or Treasury Management Sales Consultant. National Premier Plus Availability Schedule Detail Item Type Float Assignment Deadline If deposited by the deadline the funds become collected: U.S. Bank On-Us Items 0 Day End of Day Today U.S. Bank Controlled Disbursement On-Us Items 0 Day 6:00 AM Today Transit Items*1 Day*End of Day Tomorrow* Government Items 1 Day End of Day Tomorrow Availability Schedule Notes All times on the schedule are local time unless noted. •Transit items are subject to fractional float; 4% of Transit items are 0-day float assignment and the remaining 96% Is assigned 1-day float o 0-day float assignment Is collected date of deposit o 1 -day float assignment is collected one day after date of deposit Deposits are considered received if they are made on a business day before U.S. Bank's ledger credit cutoff. Deposits made on other days or after the ledger credit cutoff will be considered to be received on the next business day. Every day, except Saturday, Sunday and federal holidays, is considered a business day. Deposits received on Saturday or Sunday will be assigned 0 day float on all items on the next business day if the deposit is received before 10:00 pm on Sunday. The standard ledger deadlines are: o 4 PM CT for Correspondent Bank image forward deposits o 9 PM CT for Correspondent Bank image return deposits o 10 PM CT for Corporate image deposits o 10 PM Local Time for paper deposits The deadline noted on this schedule is the time that U.S. Bank receives the deposit in item processing. If using a vendor, add the needed processing time to ensure delivery by desired deadline. Government items include: Postal Money Orders. Treasury Checks, and U.S. Savings Bonds. Deposited items returned will be assigned one business day of float. Returned items automatically re-deposited will be assigned additional days of float. Canadian checks will be assigned 0-days of float if deposited electronically by 11 AM CT Monday-Friday and 4-days of float if deposited non electronically. Canadian checks will be assigned 0-days of float if deposited electronically from 12:01 AM Saturday through 10 PM CT Sunday and 3-days of float if deposited non electronically. Availability may be deferred one day on select "Payable Through" and "Clearing House Funds" drafts U.S. Bank no longer accepts single checks greater than $99,999,999.99. Decrement one day of float for deposits processed as next day ledger post. This schedule is subject to change without notice. 01/18 Page 1 of 1 [^bank. WAIVER OF SECURITY TO WHOM IT MAY CONCERN, Pursuant to Section 53653 of the Government Code of the State of California, a treasurer may, at his/her discretion, waive security for such portion of any deposits insured pursuant to federal law. WHEREAS, deposits of commercial banks are insured to the amount established by the Federal Deposit Insurance Corporation (FDIC) (as the same may change from time to time) and are backed by the full faith and credit of the United States Government. WHEREAS, it is to the advantage of U.S. Bank National Association, a financial institution, to increase the amount of its available collateral to secure the deposits of public accounts, and in so doing, without increasing the risk of the deposits of such public accounts. NOW, THEREFORE, the authorized agent of a public institution, hereby agrees to waive the security required by Section 53652 of the Government Code of the State of California by U. S. Bank National Association., the depositary institution, equal to the amount of insurance provided by the FDIC (as the same may change from time to time). As a condition to the granting of this Waiver of Security', it is understood that U.S. Bank National Association, the above named depository institution, shall continue to maintain approved collateral security for all public deposits in excess of the amount of insurance provided by the FDIC, in accordance with Section 53652 of the Government Code. I am authorized to waive collateral security equal to the amount of insurance provided by the FDIC (as the same may change from time to time) for deposits held by U.S. Bank National Association. Dated: Local Agency: By; Title: ^^bflniC. Master Services Agreement^ (Governmental Entities) Customer Tax Identification Number: HEREBY CERTIFY that I am of ("Customer"). I further certify that I have full power and lawful authority to execute this Master Services Agreement ("MSA") on behalf of Customer. I further certify that Customer has taken all action required by its resolutions and other organizational documents, records or agreements to authorize the individuals listed below to act on behalf of Customer In all transactions contemplated under this MSA. Customer shall not be bound by the terms and conditions for those specific services described, to the extent Customer elects not to use such servi(»{s). Customer hereby agrees as follows: DEPOSIT ACCOUNTS: 1. U.S. Bank National Association ("Bank") is hereby designated as Customer's banking depository. Customer has received a copy of the deposit account terms and conditions and agrees that such terms shall govern the deposit account services provided by Bank. All transactions between Customer and Bank involving any of Customer's accounts at Bank will be governed by the deposit account terms and conditions, this MSA and other disclosures provided to Customer. Customer agrees to provide Bank with a copy of documents requested by Bank. 2. Any one (1) of the persons whose names and signatures appear in Appendix A (individuaily, an "Account Signer") are hereby authorized to open, add, modify, or close accounts in the name of Customer or its subsidiaries or affiliates, or If applicable, as an agent for another entity, and to sign, on behalf of Customer, its subsidiaries or affiliates or as an agent for another entity, checks, drafts or other orders for the payment, transfer or withdrawal of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same and including also those payable to the Bank or to any other person for application, or which are actually applied to the payment of any indebtedness owing to the Bank from the person or persons who signed such checks, drafts or other withdrawal orders or othenwise authorized such withdrawals; and are also authorized to endorse for deposit, payment or collection any check, bill, draft or other instrument made, drawn or endorsed to the accounts governed by this MSA for deposit into these accounts. The authorization contained in the preceding sentence includes transfers of funds or other property of Customer to accounts outside of those accounts Customer maintains at Bank. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Account Signers. 3. Unless Customer otherwise advises Bank in writing and Bank has a reasonable opportunity to act on such writing, the Account Signers listed in Appendix A will be Account Signers on any future deposit accounts that Customer maintains with Bank. 4. Customer acknowledges and agrees that Bank is not required to obtain the consent of or otherwise contact an Account Signer for transactions other than those listed in paragraph 2 above, including, but not limited to. transfers between accounts Customer maintains at Bank, advances on loans Customer has with Bank and transfers to pay down loans Customer has with Bank. TREASURY MANAGEMENT SERVICES: 5. Bank's treasury management services ("Treasury Management Service(s)") are described in the U.S. Bank Services Terms and Conditions, any supplements thereto, any implementation documents, user manuals, operating guides and other related documentation and disclosures provided by Bank, and any addendum to any of the foregoing (collectively the "Services Agreement"). Customer has received and reviewed the Services Agreement and desires to use one or more of the Treasury Management Services. 6. Any one (1) of the pereons whose names and signatures appear in Appendix B (individually, a "Treasury Management Signer") are empowered in the name of and on behalf of the Customer to enter into all transactions contemplated in the Services Agreement including, but not limited to, selecting Treasury Management Services, appointing agents to act on behalf of Customer in the delivery of Treasury Management Services, signing additionai documentation necessary to implement the Treasury Management Services and giving Bank instructions with regard to any Treasury Management Service, including without limitation, wire transfers, ACH transfers, and any other electronic or paper transfers from or to any account Customer may maintain with Bank. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Treasury Management Services. In such cases, documentation necessary to implement or amend such Services shall be signed by a Treasury Management Signer. Customer further acknowledges and agrees that Bank may implement or amend Services based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it believes in good faith to have been received from a Treasury Management Signer. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Treasury Management Signers. Rev. 04/10/2013 All of reserving you" PagelofS Version: 4/13 P^^bfllllC Master Services Agreement (Governmental Entities) MONEY CENTER AND SAFEKEEPING SERVICES: 7. Any one (1) of the persons referenced in Appendix M (individually, a "Money Center Signer") are each authorized and empowered in the name of and on behalf of the Customer to transact any and all depository and investment business through the Bank's Money Center division (the "Money Center") and any securities custodial business through the Bank's Safekeeping Department (the "Safekeeping Department), which such person may at any time deem to be advisable, including, without limiting the generality of the foregoing, selecting any services that may from time to time be offered by the Money Center or the Safekeeping Department (collectively refen-ed to herein as "Money Center Services" and "Safekeeping Services", respectively), appointing additional Money Center Signers or agents to act on behalf of Customer with respect to Money Center Services and Safekeeping Services, signing additional documentation necessary to implement the Money Center Services and Safekeeping Sen/ices and giving Bank Instructions with regard to any Money Center Service and Safekeeping Service. Customer has received and reviewed the Services Agreement and may use one or more of the Money Center Services or Safekeeping Services from time to time. Bank may, at Its discretion, require Customer to execute additional documentation to implement or amend certain Money Center Services or Safekeeping Services, In those cases, the required documentation shall be signed by a Money Center Signer. Customer further acknowledges and agrees that Bank may take any action with respect to any Money Center Services or Safekeeping Services requested by a Money Center Signer based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that Bank believes in good faith to have been received from a Money Center Signer. Any one of the Money Center Signers is also authorized to execute any documentation that Bank may require to add or delete Money Center Signers. FOREIGN EXCHANGE: 8. Bank is authorized by Customer to enter into foreign exchange transactions. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the foreign exchange services provided by Bank. Customer agrees to provide Bank with a copy of documents requested by Bank, FOREIGN CURRENCY ACCOUNTS: 9. Bank is hereby designated as Customer's banking depository for one or more Foreign Currency Account(s) (the "Foreign Account(s)"). Any one (1) of the persons whose names and signatures appear in Appendix C (individually, a "Foreign Currency Account Signer") are hereby authorized to open, add, modify, or close any Foreign Account(s) in the name of Customer or its subsidiaries or affiliates and to make, on behalf of Customer, orders for payment or transfer of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same. Customer hereby expressly authorizes and directs Bank to accept written and oral instructions any payment orders, by telephone or otherwise, consistent with the Services Agreement. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Sen/ices Agreement, this MSA and other disclosures provided to Customer shall govern the Foreign Accounts. Any one of the Contract Signers (as defined below) is also autiiorized to execute any documentation that Bank may require to add or delete Foreign Currency Account Signers. OTHER SERVICES: 10. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment business with and through Bank, and, in reference to any such business, to make any and all agreements and to execute and deliver to Bank any and alt contracts and other writings which such person may deem to be necessary or desirable. GENERAL: 11. All Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers (whether designated in this MSA or in a prior document [for example, a Certificate of Authority or a Treasury Management Services Agreement] executed by Customer) will remain in place until Bank receives written notice of any change and has a reasonable time to act upon Customer's written notice. 12. Any and all transactions by or in behalf of Customer with the Bank prior to the adoption of this MSA (whether involving deposits, withdrawals, Treasury Management Services, or otherwise) are in all respects ratified, approved and confirmed. 13. Customer agrees to furnish Bank with the names and signatures (either actual or any form or forms of facsimile or mechanical signatures adopted by the person authorized to sign) of the persons \a^o presently are Account Signers, Treasury Management Signers. Foreign Currency Account Signers and/or Money Center Signere. Bank shall be indemnified and saved harmless by Customer from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and. in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified. Rev. 04/10/2013 All Of dl servlnp you* Page 2 of 3 Version: 4/13 [Tpbank.Master Services Agreement (Governmental Entities) Each of the undersigned (individually and collectively, the "Contract Signers") certifies that, based on his or her review of Customer's books and records, Customer has, and at the time of adoption of this MSA had, full power and lawful authority to adopt the MSA and to confer the powers herein granted to the persons named, and that such persons have full power and authority to exercise the same. Each of the Contract Signers further certifies that he or she has the full power and lawful authority to execute this MSA on behalf of Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with Customer authorizing Customer to act on such entity's behalf. Each of the Contract Signers further certifies that the Account Signers, Treasury Management Signers. Foreign Currency Account Signers and/or Money Center Signers have been duly elected to and now hold the offices of Customer set opposite their respective names, and the signatures appearing opposite their names are the authentic, official signatures of the said signer. The undersigned Contract Signers have executed this MSA as of the day of 20 Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: For Internal Use Only; Review Validation Method ■R. Review Imaged. Rev. 04/10/2013 All of CS serving you'Page 3 of 3 Version: 4/13 Master Services ireement - MSA Government Entities Ibank Master Services Agreement (Governmental Entitles) CustomsrTsx Ideritltlcatlon NurrAer of {4)_ . HEREBY CERTIFY lhat I am rCistamen. > turther certify that I have full power and lawfli authority to BXacute this Master Services Agreement fMSAT on behalf of Customer. 1 further certiiy that Custonar has taken 8(1 action required by fts resolutlorfs and other organizational documents, records or agreement to auritorize the Individuals listed below to act on behaff of Customer in all transactions contamplalad underthls MSA. Customer shall not be bound bylhe terms and condtlons for th(»e spedflc services described, to the extant Customer eletis not to use such seivieeCs). Custcmer hereby agrees as foilcws: DEPOSIT ACCOUNTS TREASURY MANAGEMENT SERVICES MONEY CENTER AND SAFEKEEPING SERVICES FOREIGN EXCHANGE FOREIGN CURRENTY ACCOUNTS OTHER SERVICES GENERAL .i^he iindareloned Contraei signeis have/jBi.'ted this M8A as ofthe>->Thi day of n \ ® Contract Signer Signature: ^ a©Print Name S ® Print Title: Contract Signer " Signature: Vv *' Ptini N»n6 Print Tllla: ConVact signer Signature: Prtnl Name: Print Title: Contract Signer Stgrtatere: Print Name: PrinlTltlet Contract Signer Signature: Print Name: Print ntle; Contract Signer SIgratere: Print Narta: Print Tltla: Contract Signer Signature: Print Name; Prlitt Title: Contract Signer Signature: Print Name; Print Title; The Master Services Agreement (MSA) encompasses Depository, Treasury Management, Money Center, Foreign Currency and Foreign Exchange Signers and/or services. The MSA utilizes Appendices to designate Authorized Signers, Accounts and Tax Identification Numbers: Appendix A - Depository Accounts Appendix B - Treasury Management Services Appendix C - Foreign Currency Accounts Appendix D- Foreign Exchange Tax Identification Numbers Appendix M - Money Center and Safekeeping Services Note: Complete Appendices only for accounts or services requested. Please contact your U.S. Bank representative for assistance. Instructions: 1 Enter or write Tax Identification Number of your Parent/Lead Company. 2 Enter or write name of the individual who is attesting to the accuracy of the MSA. This individual is also a Contract Signer authorized to execute documentation for Authorized Signer changes. 3 Select the title of the individual attesting to the MSA from the dropdown. 4 Enter or write the Legal Name of your Parent/Lead Company. 5 Content headings In body of the document. 6 Enter or write the day the form Is signed by the Contract Signer(s). 7 Enter or write the month the form Is signed by the Contract Signer(s). 8 Enter or write the year the form is signed by the Contract Signer(s). 9 The Contract Signer signature identified on Page 1 of the MSA. Additional space provided for more Contract Signers. 10 Printed name of Contract Signer(s). 11 Printed title of Contract Signer(s). Rev: 12/2013 All of 50 serving you [^bank. Appendix A Account Signers Customer Information Tax Identification Customer Name: Number: Account Information Account Name Account Number Tax Identification Number Authorized Account Signers Title Specimen Signature The Contract Signer listed below represents and warrants to the Bank that: (1) the signatures listed above are the true and authentic signatures of the Authorized Account Signer(s); (ii) that each Customer listed above has taken all action required by its respective organizational documents to appoint the Authorized Account Signerfs); and (ill) he/she is authorized to complete this Appendix A for each Customer listed above. Contract Signer Signature: Print Title: Print Name: Date: CTN For Intemal Use Only; Authorized Signers are related to the Master Services Agreement dated: Review Validation Method TL Review Imaged Rev.8/28/2014 All of 1^3 ServIng you* Appendix A Version: 8/14 Master Services Agreement - Appendix A t^bank Custom AT Informatlwi CustomerName:<21 Account Information Account Nans Autiiorized Account Slgnors Name © Appendix A Account Signers Tax Itfenfification Number: Account NoRiber Tax htenttncatlon Number TMe XzJ Speckneti Stgnatura C Tbe Contract Sonar Dated beiow represents and warrants tome Bank ttiat: (i) the signamres listed above arethe true and authentic signatures of the Authorized Account Sioner(8);(ii) that eachCustomerlisled above has takenail action required by tts respectNe organizational documents to a^xiinl the Authorized Account Slgner(s): and (IQ bethels aiXhotized to complete (his Appendix A for eachCustomerHsted above. Contract SignerSionature: Print Name; gnature: © Prfn! Title; Date; Appendix A is used to authorize Depository Account Signers. An Authorized Account Signer is a person or persons authorized to open, add, modify or close accounts and to sign checks, drafts, or other orders of transfers. Please contact your U.S. Bank representative for assistance. Instructions: 1 Enter or write your company name as stated on MSA. 2 Enter or write main Tax Identification Number (TIN) of your company as stated on MSA. 3 Enter or write name or title for each account. Note: All accounts must have the same Authorized Account Signers. 4 Enter or write account number for each account. 5 Enter or write TIN for each account. 6 Enter or write name of the Authorized Account Signer for each signer. 7 Enter or write title of the Authorized Account Signer for each signer. 8 Account Signer signature for each signer. 9 Contract Signer signature. 10 Enter or write title of Contract Signer. 11 Enter or write name of Contract Signer. 12 Enter or write date the form is signed. Rev 8/2014 All of 03 serving you" [J^bank. Appendix B Treasury Management Signers Customer Information Tax Identification Customer Name: Number: Authorized Treasury Management Signers Name Title Specimen Signature The Contract Signer listed below further represents and warrants to the Bank that the signatures listed above are the true and authentic signatures of the Authorized Treasury Management Signer(s) and that Customer has taken all action required by Its organizational documents to appoint the Authorized Treasury Management Signer(s). Contract Signer Signature: Print Title; Print Name: Date: For Internal Use Only: Authorized Signers are related to the Master Services Agreement dated: Review Validation Method TL Review Imaged Rev. 10W2011 All of fTplserving you' Appendix B Version: 1/11 Master Services Agreement - Appendix B (^bank. Custotrar InformiMon Cu3iom«r Name:© Appendix B Treasury Management Signers Tax Idendficallon Number Appendix B is used to authorize Treasury Management Signers. An Authorized Treasury Management (TM) Signer is a person or persons empowered to authorize Treasury Management services. Please contact your U.S. Bank representative for assistance. Authorlzsd Traasury Managamant Signers Name T«le m m Slgnatim ,y> n y.y>- >'7'^ Instructions: 1 Enter or write your company name as stated on MSA. 2 Enter or write main Tax Identification Number (TIN) of your company as stated on MSA. 3 Enter or write name of Authorized TM Signer for each signer. 4 Enter or write title of Authorized TM Signer for each signer. 5 Authorized TM Signer signature for each signer. 6 Contract Signer signature. 7 Enter or write title of Contract Signer. 8 Enter or write name of Contract Signer. 9 Enter or write the date the form is signed. The Contract signer fated belcwrfiflherrefieaents and warrants to the Bank that the sigmtires listed above we the true and authentic signaturee of the Authorized Treaaury Management Signer^) and that Customer has tNcen ail action required Iiy Its Mganizotlonal documents to appoint the Authorized Treosury Menagement Slgner(^ Cortract Signer Signature: Print Name: (§) PrM Ttle; Date.m Rev: 12/2013 All of 50 serving you" ^^bdnlc ; Wire Transfer Authorization The purpose of this form is to obtain information and authorization to add, modify or delete your Wire Transfer Service with U.S. Bank. Please complete the form in its entirety. Incomplete forms may cause a delay in the setup process for the wire service you have requested. A separate form is required if any options defined on this form are different for individual users. Note: Do not complete this form if CMT access Is needed; complete the U.S. Bank GMT Authorization form. If hand writing form, use blue or black pen and block lettering only. Company Name: Phone Number: Tax ID (TIN) Number: Lead Account Number: NOTE: Bank recommends designating at least three Authorized Users. Each Individual listed on this fonn should serve as an Initiator or a Confirmer, but not both. Notwithstanding Bank's recommendation, if Customer identifies an Authorized User to act as both Initiator and Confirmer. Customer hereby authorizes U.S. Bank to process a wire initiated and confinned by such Authorized User. Initiator(s) Customer authorizes the following individual(s) to initiate wire transfers from the accounts listed below. A Wire PIN will be assigned and mailed to each new Initiator. When requesting to delete Initiators, users with International Wire (MT101) access will also be deleted unless otherwise noted In the comments section of this form. Customer authorizes each initiator identified above to Initiate wire transactions within the transaction limit threshold listed. A callback will occur on any wire Initiated for more than the assigned threshold. Please review each bullet carefully. n U.S. Bank mandates callbacks to a Confirmer for voice Initiated non-repetitive wire transfers $10,000 or more. n Repetitive Wire transfers exceeding the limit indicated in the fields below will trigger a callback to a Confirmer. n A value of zero ($0) in either of the fields below will trigger callbacks on ALL PIN Initiated wire transfers, including those initiated through Voice, SinglePoint, and CMT. n A value entered less than the limits defined in SinglePoint or CMT will trigger a callback on the wires initiated through those applications. If no dollar amount is listed, the Initiator will be set up with an unlimited dollar threshold amount. ■oB ^B 52■5 « -o « ® « < i2 o i5 ® icc Sc Dc Non Repetitive Wire Repetitive Wire Initiator Initiator Name Initiator Limit Limit Initiator Phone Number □□o □□□ □□□ □□□ □□□ □□□ □□□ □D □ □□□ n □□ □□□ □□□ Account Number(s) Customer authorizes the above listed individual(s) to initiate wire transfers from accounts listed below in accordance with the Initiator's limits. 1. 6. 11. 16. 2. 7. 12. 17. 3. 8. 13. 18. 4. 9. 14. 19. 5. 10. 15. 20. REV 05/03/2016 Page 1 ^^bdnlc^ Wire Transfer Authorization Confirmer(s) . Customer authorizes the following indlvidual(s) to confirm wire transfers initialed from all accounts in the customer profile, In accordance with the Initiator's limits. A maximum of 15 Confirmers can be designated. For additional security, a Wire PIN and limit may be assigned to each Confirmer by completing the Confirmer with PIN/ Limits Authorization Form. When requesting to delete confirmers, users with International Wire (MT101) access will also be deleted unless othen^se noted in the comments section of this form. Confirmer Priority Confirmer Name Confirmer Phone Number (Required) (Optional) o « u Q) Add c fl■o c o o o 0) o o So o o □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ O □ □ □ □ □ □ □ : - - ' "-l-t-;■ V'".'-■'Sj-I.-. L'.—i -i..'- 1. j .V-.lfdl Standard Mail Wire Advice . ■. DELETE: Customer selects the option to delete the Standard Mai! Wire Advice on all accounts listed on Uiis fom. Standard Mail Wire Advice is the default setup for incoming and outgoing wires on all accounts. ( I Delete Outgoing and Incoming Mail Wire D Delete Outgoing Mail Wire Advice Only D Delete incoming Mali Wire Advice Only Advices PIN Mailing Address When establishing a new lnitiator(s), a PIN mailing address is required. Customer authorizes U.S. Bank to mail the Wire PIN(s) to the attention of the newly authorized Initlator(s) at the address indicated below. A separate authorization fom is required for each Initiator if a different address is to be used for mailing the PIN, When a replacement Wire PIN is required, complete the Wire Transfer PIN Reissue Authorization fom. Street Address; (no P.O. Boxes) City: State: Zip: Country: Comments/Additional Instruction REV 05/03/2016 Page 2 ^^bsnlc** ^ Wire Transfer Authorization Customer Approval By signing this Authorization Form. Customer represents and warrants that all selections, designations, and/or other Instructions contained herein are accurate and have been authorized by Customer, that the Services requested herein shall be governed by the U.S. Bank Services Terms and Conditions or other contract governing the provision of Treasury Management services approved In writing by Bank, that the Customer has read and understood the Instructions for completing U.S. Bank Wire Transfer Authorization Fonn, and that the signer listed below is an authorized signer. Bank may rely on the information contained in this Authorization Form until it has been revoked In writing by Customer and Bank has had a reasonable opportunity to act on any such revocation. Customer acknowledges and agrees that U.S. Bank may conclusively rely on facsimiles or other photocopies or images of this Authorization Form as an original document. Remittance Transfer Provider -12 CFR Part 1005 (Regulation E) If Customer is classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (a) Customer shall perform and comply with the requirements of 12 CFR Part 1005, Including, but not limited to, providing the disclosures to the consumer (sender) as set forth in section 1005.31, being responsible for the error resolution procedures and the provision of any remedies to the consumer (sender) as set forth in section 1005.33, and being responsible for the cancellation and refund of Remittance Transfers as set forth in section 1006.34; (b) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (c) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses (including attomeys' fees) that Bank may sustain in reliance on Customer's representations and warranties set forth herein. n Customer will initiate international wire transfers on behalf of consumers. Authorized Signer (please print): Title: Phone Signature: Date: Number: For U.S. Bank Internal Use Only TM Implementation; Authorized Signer Is listed on TM Contract/Appendix 8 HH Yes Date: Verified by: Relationship Manager or Account Officer signature required if a contract is not currently on file or the Authorized Signer above is not listed on the contract. I hereby verify that the above signer is authorized to approve services on behalf of the customer. Account Officer's Name: (please Officer print) ^Title: Code: Phone Signature: Date: Number: For U.S. Bankwire Operations Use Only input by: Date: Verified by: Date: REV 05/03/2016 Page 3 FlSbank^ Wire Transfer Authorization Instructions for completing U.S. Bank Wire Transfer Authorization Form The purpose of these instructions is to help you complete the U.S. Bank Wire Transfer Authorization Form. Use the U.S. Bank Wire Transfer Authorization Form to add, modify or delete wire Initiators or Confirmers with U.S. Bank. This form should also be used to authorize wire capabilities for SinglePoInt users. A separate form is required if any options defined on this form are different for individual users. Note: Do not complete this form If GMT access Is needed; complete the U.S. Bank GMT Authorization form. Company Name: (Required) Enter your company's full legal name. Phone Number: (Required) Enter your company's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. Tax ID Number: (Required) Enter your company's 9-diglt tax identification number. Lead Account Number: (Required if you are currently initiating Wire Transfers at U S. Bank) If you do not know what the lead account is. indicate any existing U.S. Bank account from which you currently initiate Wire Transfers, The purpose of providing this information is to help identify your existing Wire Transfer setup. Initiator(s) This section is required if you are adding a new wire transfer service or adding, modifying or deleting an Initiator. Add Initiator: Check this box to add a new Initiator to initiate wire transfers. Modify Initiator: Check this box to modify an existing Initiator. Examples include: modifying the Initiator's phone number, name, limits, etc. Delete Initiator: Check this box to delete an existing Initiator from initiating capabilities on all wire transfer accounts. When deleting an initiator, users with Intemational Wire (aka MT101) access will also be deleted with this request. If you wish to retain International wire access, add the following note in the comments: Do not delete MT101 access. Initiator Name: (Required) Enter Initiator's full name. When modifying or deleting an Initiator, the existing Initiator name(s) must be listed on the form exactly as they cunently appear on your wire setup. If an Initiator is modifying their name; specify the new name in the lnit[ator(s) sedion and Indicate in the Comments/Additional Instruction section of this form the Initiator's former name and that it should be changed. Non-Repetitive Wire Limit: (Required for New) Enter the Initiators maximum Non-Repetitive Wire Limit. Repetitive Wire Limit: (Required for New) Enter the Initiators maximum Repetitive Wire Limit. Initiator Phone Number: (Required for New) Enter authorized Initiator's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. The confirmation process for a voice initiated wire transfer is an additional security measure. Transaction PIN Limit thresholds are established for the purpose of determining when a callback will be required by the customer, U.S. Bank mandates callbacks to a Confirmer on voice initiated non-repetitive wire transfers valued at $10,000 or more, regardless of any transaction PIN limit threshold indicated for the Users and also requires a callback when the transaction PIN limit threshold is exceeded. If the transaction limit fields are left blank, when establishing a new Initiator, the transaction threshold will default to $999,999,999.99. When modifying the Transaction PIN Limit threshold for an existing Initiator(s). if the field is left blank, no change will be made. To change the dollar threshold, complete each field with the new threshold amount, the word "unlimited," or $999,999,999.99 to indicate the Initiator's new callback limits. When adding an account to an existing initiator if the field is left blank, the PIN limit threshold will default to unlimited. Non-Repetitive Transaction Limit: • If a callback to a Confirmer Is desired for ALL voice initiated non-repetitive wire transfers, enter zero ($0). When using SinglePoint or GMT to initiate wires, do not enter zero ($0) In this field, see Note below*. • If a callback to a Confirmer is desired for voice initiated non-repetitive wire transfers under the $10,000 bank mandated limit, enter the dollar amount. • if a callback to a Confirmer is desired for voice initiated non-repetitive wire transfers above a specific dollar limit, enter the dollar amount. Repetitive Transaction Limit: • If no callback to a Confirmer is desired for voice initiated repetitive wire transfers, leave blank. • If a callback to a Confirmer is desired for ALL voice initiated repetitive wire transfers, enter zero ($0). • If a callback to a Confirmer is desired for voice initiated repetitive wire transfers above a specific dollar limit, enter the dollar amount. NOTE; Placing a zero, or a value less than the limit established In SinglePoint and CMT. in this field would result in a callback on the non-repetitive wires initiated through SinglePoint and CMT. To require a callback on only the Voice initiated non-repetitive wires requested over the phone, complete the Callback On Voice initiated Non-Repetitive Wire Authorization form. By completing the authorization form, a callback will occur on the non- repetitive wires submitted by phone but will not impact the wires initiated through SinglePoint or CMT. Account Number(s) Account numbers are required when adding a new Initiator or adding a new account to an existing Initiator. To delete an account, use the Wire Account Maintenance Form. List all authorized U.S. Bank accounts from which the Initiator is or will be authorized to initiate transfers. If the form cannot accommodate all account numbers, a separate list of accounts in numerical order can be attached. All pages of the attached account listing must be signed by an Authorized Signer and U.S. Bank representative. REV 05/03/2016 Page 4 BBbank^ Wire Transfer Authorization Oonfirmer(s) This section is required if you are adding a new wire transfer service or adding, modifying or deleting a Confirmer. A Confirmer is the individual at your company that will receive a phone call from U.S. Bank to approve wire transfers initiated by your company when a callback is either required or requested. The Confirmer Is responsible for confirming ALL. wires on any and ALL accounts. You cannot restrict accounts by Confirmer. By designating a Confinner for your company, this individual is responsible for confirming wires entered by ALL Initiators when a callback is required. A maximum of 15 Confirmers can be designated. Add Confirmer: Check this box if you are adding a new Confirmer. Modify Confirmer; Check this box if you are modifying an existing Confirmer. Examples include; modifying phone number for existing user. modifying name of existing user, modifying the Confirmer Order, etc. Delete Confirmer: Check this box if you are deleting a Confirmer from confirming capabilities on all wire transfer accounts. Deleting a Confirmer, will delete Confirmers with International Wire (aka MT101) access with this request. If you wish to retain international access, add the following note in the comments; Do not delete MT101 access. Confirmer Name: (Required) Enter the Confirmer's fijil name. Existing Confirmer name(s) must be listed on the form exactly as they currently appear on your wire setup. If a user is modifying their name, specify the new name in the Confirmer sei^on and indicate in the Comments/Additional Instruction section of this form the Confirmer's former name and that it should be changed. Confirmer Phone Number: (Required) Enter the Confirmer's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. Confimier Priority: (Optional) Indicate 1, 2. 3 etc. This is the order in which the bank will contact the Confirmers. For example, if you specify 1. the bank will attempt to contact that Confirmer first to confirm an initiated wire transfer. If that person is not available, the bank will attempt to contact the person you have identified to be priority number 2. If an order is specified for Confirmer(s) on the form, the priority order should be specified for all other Confinriers listed. The order of callback will be determined by U.S. Bank If no callback order is specified. Note: On confirming with PIN: For additional security, a Wire PIN and limit may be assigned to each Confirmer by completing the Confirmer with PIN Company Level Authorization Form. All users at your company must use the same confirmation method, either with or without a PIN. Standard Mail Wire Advice Complete this section to delete a Standard Mail Wire Advice. Mailed Wire Advices are sent to all new U.S. Bank wire transfer customers providing them with the wire detail of incoming or outgoing wires. U.S. Bank recommends customers receive this wire notification whether it is through mail, fax, voice advices or SinglePoint Information reporting. Outgoing advices are generated whenever an account is debited for a wire to another account. Incoming idvices are generated whenever an account is credited for a wire to the account. To Add/Modify/Delete any other type of notification service, complete a '\fire Advice Method Authorization. Delete Outgoing and Incoming Mail Advice: Select this option to delete the current Standard Mail (Outgoing and Incoming) Wire Advice for the account(s) indicated in the table. Delete Outgoing Mail Advice: Select this option to delete just the Outgoing Mail Advice for the account(s) listed in the table. Delete Incoming Mail Advice; Select this option to delete just the Incoming Mail Advice for the account(s) listed in the table. PIN Mailing Address This section is required if you are establishing a new Initiator. A separate form should be used if the PIN mailing address is different for any user listed on this form. NOTE: A Customer's Wire PIN, for security reasons, may never be delivered to the attention of a U.S. Bank Employee or to a P.O. Box. Street Address: (Required for new Initiators) Enter the mailing address for the Initiator PINs. No P.O. Boxes are permitted, the address must be a street address. This information is required for all new Initiators. Note: To request a Wire PIN to be reissued, complete the Wire Transfer PIN Reissue Authorization Form. Comments Include any additional comments in this section. Customer Approval An authorized signer for your company must complete this section. The authorized signer(s) for your company can be found on the Master Services Agreement Appendix B or B-1, Voice Wire Transfer Agreement, the Treasury Management Service Agreement, or other contract governing the provision of Treasury Management services approved in writing by Bank, on file for your company at U.S. Bank. Remittance Transfer Provider n 12 CFR Part 1005 (Regulation El Customer will initiate International Non Repetitive Wire Transfers on behalf of consumers. Check this box only If you will be sending international wire transfers on behalf of consumers to comply with Remittance transfer regulation. Authorized Signer: (Required) Print the name of the authorized signer. Title: Print the official title of the authorized signer. Signature: (Required) Provide the original signature of the authorized signer. Date: Enter the date the form was signed. For U.S. Bank Internal Use Only TM Implementation section should only be completed by Treasury Management Implementation. If customer signer Is not a contract signer, signature section should be completed by an Account Officer at U.S. Bank. If you do not have an officer code, use your branch number. For U.S. Bank Wire Operations Use Only This section is to be completed by a representative of Wire Operations at U.S. Bank. REV 05/03/2016 Page 5 [^bank.U.S. Bank ACH Authorization The purpose of the U.S. Bank ACH Authorization is to obtain authorization to add accounts to your ACH service(s). Please complete, sign and return his form to the contact provided below. Company Name; Tax ID Number (TIN): Phone Number: Settlement/Origination Account Information This section must be completed for all origination channels. Enter the Account Number(s) and Tax ID(s) that will be utilized for Settlement/Origination. Also indicate if the settlement account is authorized for Same Day ACH Processing (additional fees apply). Account Number Tax ID Same Day ACH Processing (Optional) □ □ □ SinglePoint/SlnglePoint Essentials This section should only be completed to authorize Same Day ACH Origination through SinglePoint/SinglePoint Essentials or to allow recurring schedules to initiate as long as a user is in a valid status. Enter the SinglePoint Customer ID authorized for Same Day ACH, Access to Same Day ACH Processing is granted at the customer level in SinglePolnt. When Same Day ACH Processing is requested on an authorized settlement/origination account in SingiePoint. all settlement/origination accounts under the same Customer ID will be authorized for Same Day Origination through SinglePoint. SinglePoint Customer ID: Recurring batch schedules are tied to the user that last modified the batch. They continue as long as the last modifier remains in an active status or are deleted. To allow recurring batches to continue to originate even if user status changes to inactive check the box below. □ Allow recurring batch initiation to continue when schedule owner's status changes to inactive Comments Customer Approval By signing this Authorization Form, Customer represents and warrants that all selections, designations, and/or other instructions contained herein are accurate and have been authorized by Customer, that the Services requested herein shall be governed by the U.S. Bank Services Terms and Conditions, or other contract governing the provision of Treasury Management services approved in writing by Bank, and that the signer listed below is an authorized signer. In addition. Customer agrees to adhere to the NACHA Operating Rules. Bank may rely on the information contained in this Authorization Form until it has been revoked in writing by Customer and Bank has had a reasonable opportunity to act on any such revocation. Customer acknowledges and agrees that U.S. Bank may conclusively rely on facsimiles or other photocopies or images of this Authorization Form as an original document. Exposure Limit Customer agrees that the total dollar amount of Entries initiated by Customer through Bank under all ACH Services and pending on a given day shall not exceed the collected or available balances in the Account or an exposure limit should one be established by Bank. Establishment of an exposure limit should not be interpreted or construed by Customer as a commitment or agreement to provide any credit or loans to a Customer and is subject to modification or termination at any time by Bank. Same Day ACH If Customer authorizes Same Day ACH, Customer agrees that: (a) All eligible ACH transactions submitted with a same day effective date will be processed as a Same Day ACH transaction; (b) Customer shall comply with all NACHA Same Day ACH Guidelines, including, but not limited to. adhering to per transaction and aggregate per receiver or per invoice dollar limits, standard entry class, and submission deadlines; (c) Authorization applies to both Credit and Debit transactions, and to all ACH services requested by the customer at setup; (d) Bank will set up Company IDs and origination channels based on Customer request. Remittance Transfer Provider -12 CFR Part 1005 (Regulation E) If Customer is classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (a) Customer shall perform and comply with the requirements of 12 CFR Part 1005, including, but not limited to. providing the disclosures to the consumer (sender) as set forth in section 1005.31, being responsible for the error resolution procedures and the provision of any remedies to the consumer (sender) as set forth in section 1005.33, and being responsible for the cancellation and refund of Remittance Transfers as set forth in section 1005.34; 3) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and .;) Even if Bank is deemed a Remittance Transfer Provider under applicable law. Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. Customer agrees to indemnify and hold Bank harmless from and against any and ali ioss, iiability, damage, costs and expenses (including attorneys' fees) that Bank may sustain in reliance on Customer's representations and warranties set forth herein. Rev 02/18 Page 1 of 2 U.S. Bank ACH Authonzation Authorized Signer: (please print)Title: Signature:Date:Phone Number: i^rreasuiy Management Gdntactlrifofmation Please return the completed and signed fonn, via fax or email, to: Contact Name: Fax Number: Phone: Email Address:@usbank.com For U.S. Bank Internal Use Only TM implementation: Authorized Signer is listed on TM Contract/Appendix B I I Yes Date:Verified by: Relationship Manager or Account Officer signature required if a contract is not currently on file or the Authorized Signer above is not listed on the contract. 1 hereby verify that the above signer Is authorized to approve services on behalf of the customer. Account Officer's Name: (please print) Signature: Title: Officer Code: Date: Phone Number ) Rev 02/18 Page 2 of 2 Tab X - Financial Statements and Ratings Provide the most recent audited financial statements or annual report for the bank (a reference to electronic availability will suffice). Also include the bank's most current Standard and Poor's, Moody's, and/or Fitch credit ratings, where available. A current IDC rating should also be provided. The 2017 U.S. Bank Annual Report, which includes three years of audited financial statements, is available through our website at: http://phx.corpQrate-ir.net/phoenix.zhtml?c=117565&p=iroI-proxy U.S. Bank continues to deliver consistent, predictable, repeatable, industry-leading financial results. Our disciplined business operations at all levels give us confidence in the commitments and decisions we make, allowing us to do what's right for our shareholders, customers, and communities. We have a proven track record of success, including the best debt ratings in the banking industry, and are focused on being the most trusted choice, creating the future now, driving one U.S. Bank and striving for simplicity in order to honor our commitment to strengthen financial futures together. U.S. Bank is rated by the credit rating agencies Moody's, Standard & Poor's (S&P), Fitch and DBRS. Our debt ratings are provided in the following table. Debt ratings Moody's S&P Fitch DBRS Ratings Outlook Stable Stable ;Stable Stable U.S. Bancorp Long Term Issuer Rating A1 A+AA-AA ^ort Term Issuer Rating N/A A-1 F1 +R-1 (middle) Senior Unsecured Debt 'A1 A+AA- 1 AA Subordinated Debt A1 A-A+AA (low) Junior Subordinated Debt 1 A2 BBB N/A AA (low) Preferred Stock A3 BBB BBB A Commercial Paper P-1 N/A F1 +N/A i Long Term Issuer Rating A1 AA-AA-N/A Short Term Issuer Rating P-1 A-1+F1+R-1 (high) Long Term Deposits Aal N/A AA AA(high) Short Term Deposits P-1 N/A F1+N/A Senior Unsecured Debt A1 AA-AA-AA(high) Subordinate Debt A1 A A+AA Commercial Paper P-1 A-H F1 +N/A _^untero^t/RiskA^Aa2(cr)/P-1(cr)N/A N/A N/A Long Term Issuer Rating A1 AA-AA-N/A Short Term Issuer Rating P-1 A-1 +F1+N/A Long Term Deposits Aa2 N/A AA-N/A Short Term Deposits P-1 N/A F1+N/A LastChanqein Ratinqs: Mav9,2018 1 U.S. Bank does not subscribe to Bauer, Highline, IDC, KroU, LACE, Sheshunoff or VERIBANC. We consider these rating agencies inconsistent with the significant measure of our financial strength, and therefore inappropriate criteria for this proposal. U.S. Bank posts strong debt ratings due to our solid capitalization, high credit quality and consistent profitability as stated above. U.S. Bank City of La Quinta 92 Tab Y - U.S. Bank Additional Information City of La Quinta - Exceptions to RFP - Elavon Corporate Payment Systems o Financial Proposal — Corporate Payment System o Sample — Commercial Account Agreement Government o City of La Quinta_ Contract Response — Corporate Payment Systems ONLY City of La Quinta - Agreement for Contact Services - Legal/Insurance Review - Depository Services U.S. Bank City of La Quinta 93 f ) Exceptions/Clarifications to City of La Ouinta ("The City") RFF for Banking and Merchant Services Elavon, Inc. ("Elavon") agrees to the terms, conditions and specifications contained in the Merchant Bankcard services portion of the RFP (Tab P) provided that the parties also execute Elavon's Company Application and applicable enrollment forms, whici incorporate Elavon's Terms of Service^ (collectively the '*Elavon Agreement^'). Areas of conflict between the Elavon Agreement and the RFP have been identified below. The Payment N etworks require that Elavon enter into agreements with its merchants containing specific provisions mandated by the Payment Network Regulations, which provisions are not included in the RFP. Therefore, in the event that Elavon is the successful bidder, Elavon will require that the parties include the terms of the Elavon Agreement in substantially the same form as submitted herewith, in the final contract and will, in good faith, work and negotiate with The City toward a resolution of all conflicting items. While this bid is being submitted joindy, Elavon is committing solely to the Merchant Bankcard services portion of the RFP (Tab P) receipt processing provisions of the RFP and will require that the parties enter into Elavon's Agreement for the provision of such services. The City must contract for other services with the joint bidder direcdy. In certain instances, Elavon may, through its various sales channels, submit more tiian one response to this RFP. While Elavon's exceptions to the legal terms and conditions of the RFP may be similar, the remainder of the bid and pricing issues will differ due to the independent responses prepared by each sales channel. RFP Section Exception/Clarification 1.13 Strike "An underwriter's endorsement is also required with additional insured verbiage and" and replace it with "The insurance company" Strike "admitted surely" and replace it with "authorized to do business" 1.18 The Elavon Agreement must be included in the contract documents and will be inserted after item 1. To the extent these Exceptions/Clarifications conflict with the RFP, the Exceptions/Clarifications will control unless otherwise negotiated. 4.0 For clarification, Elavon is not a federal or state chartered institution, but will process the transactions and send them to any depository institution designated by the City. Agreement For Contract Services 1.1 The Elavon Agreement will be included as Exhibit A. 1.2 Add "applicable" before "ordinances." 1.3 Elavon agrees that it will obtain required licenses and permits and that it is responsible for the performance of the Services by Elavon's third-party contractors pursuant to Section 17.3 of the Elavon Agreement. 1.4 The representations in this section require revision (for example, Elavon has not investigated the site). 1.6 The responsibility provision proposed is overbroad in that it does not take into account the City's responsibility under the Payment Network Regulations for the transactions it chooses to accept. A more detailed description of the parties' ' Elavon's Terms of Service is available at https://www.merchantconnect.eom/CWRWeb/pdfiTOS_ENG.pdf 1 responsibilities for transaction processing is set fonii in Section 6 of the Government Addendum to the Elavon Agreement. 2. Compensation Since Elavon's fees are calculated on a per transaction basis, and the City controls how many transactions it chooses to accept, the "not to exceed" concept is not applicable. The City will be responsible for all amounts related to the transactions it chooses to accept; including all chargebacks, assessments, fines, charges or third party fees. 4.3 Depending upon the services selected, Elavon already has in place third party providers to perform certain services for all of its customers (for example, a provider for supplies). As a result, Elavon reserves the right to replace such providers as Elavon deems necessary and prudent. Additionally, see Section 18.5 of the Elavon Agreement with respect to assignment 6. The indemnification provision proposed is overbroad in that it does not take into account the City's responsibility under the Payment Network Regulations for the transactions it chooses to accept. A more detailed description of the parties' responsibilities for transaction processing is set forth in Section 13 of the Elavon Agreement. 7.2 Elavon will provide the City, during normal business hours, with at least ten days prior written notice, at the City's expense, subject to Elavon's standard security policies, applicable laws and Payment Network Regulations, and no more than once annually, with records and information pertaining to transactions processed under the Elavon Agreement. However, due to the sensitive nature of the information processed, Elavon cannot permit the City or anyone to have unfettered access to Elavon's books and records. 7.3-7.6 Elavon retains all proprietary rights to its products and services, as is set forth in Section 11 of the Elavon Agreement. Elavon will include the requested provision regarding subcontractors in all future subcontracts for work to be performed exclusively for the requestor under the Elavon Agreement. Elavon will not seek to amend its existing subcontracts, as it cannot do so every time it is a successful bidder. 8.7 Due to the significant time and expense expended by Elavon in the initial phases of the relationship, combined with the fact that the rates quoted by Elavon are premised upon a term commitment, Elavon cannot agree to termination for convenience. Elavon is entitled to at least thirty (30) days' notice and an opportunity to cure a default; as set forth in Section 5.2 of Elavon's Agreement. Further, the City is entitled to terminate for non-appropriation with 60 days' notice as set forth in Section 2 of the Government Addendum to the Elavon Agreement 8.8 Since transaction processing pricing is not standardi2ed, Elavon will not agcee to be responsible for additional costs to complete the contract. 9.2 For clarification, Elavon is part of a publicly traded company and makes no representations concerning stock ownership by any officers or employees of the City. 10.1 10.6 Exhibit A Exhibit B Exhibit E Add nationally recognized overnight carriers as a notification method. See Section 18.7 of the Elavon Agreement. See Section 18.12 of the Elavon Agreement. N on-applicable. See response to section 2 above. In second paragraph, strike "include" and replace with "contain" and strike "endorsements:" and replace with "provisions:" In the fifth paragraph, strike "include" and replace with "contain" and strike "endorsements:" and replace with "provisions:" Delete "Workers Compensation Declaration of Sole Proprietor if applicable" In the sixth paragraph, after "Contracting party shall" strike "procure and" and add "a certification of insurance" after "submit" Delete the last sentence in its entirety. In the seventh paragraph, strike "any subcontractor or agent and "any of them" and add "the Contracting party" before may be liable. Strike the second sentence in its entirety. In the eight paragraph, strike "and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement" Also strike the third sentence in its entirety. In the tenth paragraph, strike "ten" and "10" and replace them with "thirty" and "30." After "(2) the limits of any of the required policies are reduced" add "below limits required by this agreement" and strike "or (3) the deductible or self-insured retention is increased." In Section E. 2 Remedies, strike "or policy endorsements" and section "(a)" in its entirety. In E.3 (1.), after "agrees to" add "include the City, its officials, employees, and agents as additional insured on the" and strike "have its insurer endorse the third party." Place a period after "herein" in the first sentence. Strike "to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992." In Section E. 3 (2), strike the first sentence in its entirety. In the second sentence, strike "regardless of the applicability of any insurance proceeds" and replace it with "with regard to the general liability, automobile liability, and workers'" In Section E. 3 (4-6) strike the sections in their entirety. In Section E. 3 (7), strike "and an additional insured endorsement to Contracting Partjr's general liability policy. Strike the second and third sentences in their entirety. In Section E. 3 (8), strike "that aU" and replace it with "general liability and automobile liability, and strike "or any subcontractor" In Section E. 3 (9), strike "provide the same minimum" and replace it with "maintain" Strike "required of Contracting Party" and replace it with appropriate for the services being provided. In the second sentence, strike "provided in conformity with the requirements of this section" and replace it with "maintained." In Section E. (10-11), strike these sections in their entirety. In Section E. 3 (14), strike "annually as long as City, or its employees or agents face an exposure from" and replace it -with "for at least two years after the completion of Strike tlie last sentence in its entirety. In Section E. 3 (15), strike "proof that policies" and replace it with "certificates of insurance evidencing insurance policies" in the first sentence. Also in the first sentence, strike "providing at least the same coverage and replace it with "in compliance with this agreement." In the second sentence, strike "prior to" and replace it with 'Svithin 30 days after" Strike the third sentence in its entirety. In Section E. 3 (16,18), strike these sections in their entirety. Exhibit F See response to Section 6 above. Attachments: Elavon's Terms of Services Agreement, company application and applicable enrollment forms Financial Proposal Presented to City of La Quinta October 26, 2018 Leslie Massey Western Region Sales Manager U.S. Bank Corporate Payment Systems [^bank. Financial Proposal U.S. Bank is committed to providing competitive financial incentives to the Cit}' of La Quinta (the Citt'). The following financial proposal details the volume and speed of patment incentives. The Ixill financial impact of our commercial card programs is made up of three components; n Competitive incentive program n Proven strategies for increasing program volume n Tools for cutting procurement costs The savings that can be accrued to the City are significant, often far surpassing the rebate that an organization earns. We offer you our purchasing card program with the following incentives and fees based on the projections provided by the City. If these assumptions are inaccurate, we reser\'e the right to revisit our offer. Perfomnance Incentive We offer the City the opportunity to earn a performance incentive based on net aimual charge volume' and speed of payment. The incentive opportunity has two parts that, while calculated separately, are dependent upon each other, the City must qualify for both parts of the incenth'e to receive a performance incentive. If earned, the sum of the parts will be paid to you annually. Part 1: Performance Volume Incentive At the end of each annual period, U.S. Bank will calculate the net charge volume for the City's entire program, and apply the result to the Part 1 matrix below to determine the qualif)'ing incentive opportunity. Volume Incentive Annual Volume (US$) Rate 1,000,000 2.000.000 1.2900% 3,000,000 1.4550% 4,000,000 1.5500% 5,000,000 1.5650% 7,000,000 1.5800% 9,000,000 1.5950% 11,000,000 1.6100% 13,000,000 1.6250% 15,000,000 1.6400% 10,000,000 1.6550% 20,000,000 1.6700% ne rum Days must be 29 or less OMK Losses deducted kom Rebate Fraud Losses ibsorbed by US Bank Rebate Payment; Annual ' Net annual charge vdume means all charges set forth on the monthly billing statements fumished for all accounts, less cash advances, fees, fraudulent charges, charg^cks, charges qualifying for discount interchange rates and amounts charged-off by U.S. Bank. U.S. Bank City of La Quinta ! Part 2: Speed of Payment Incentive At tlie end of each annual period, U.S. Bank will calculate the speed of payment (file rurn^) performance for the City's entire program. The result will be applied to the Part 2 matrix below and die qualifying incentive opportunit)' will be detennined. Speed of Payment Incentive File Turn Days Rate FlleTum Days Rate FlleTurn Days Rate 29 0.0000%19 0.0500%9 0.1000% 28 0.0050%18 0.0550%8 0.1050% 27 0.0100%17 0.0600%7 0.1100% 26 0.0150%16 0.0650%6 0.1150% 25 0.0200%15 0.0700%5 0.1200% 24 0.0250%14 0.0750%4 0.1250% 23 0.0300%13 0.0800%3 0.1300% 22 0.0350%12 0.0850%2 0.1350% 21 0.0400%11 0.0900%1 0.1400% 20 0.0450%10 0.0950%0 0.1450% Sample incentive Calculation (Parts 1 and 2) An incentive scenano can be calculated using die following performance dynamics: n $4 million net annual charge volume n 20 file turn days speed of pa}'ment In this example, the Part 1 incentive opportunity would be 1.55%. This opportunity can be increased for each single-day improvement in portfolio speed of payment performance (see Part 2 matrix). For example, if your payment performance is calculated at 20 file turn days, the combined opportunity would be 1.595% (1.55% + 0.045%). In this example, the combined potential of the purchasing card performance incentive is $63,800 annually (1.595% X $4,000,000), or $319,000 over an initial five-year term. 2 File Turn Days are the number of days from the day U.S. Baik funds a charge transedion to the day payment for that fransaction is p<»ted, indusive of the beginning and tfiding days. U.S. Bank City of La Quinta Discount Interchange Programs We recognize that increased commercial card usage is important to your overall prociire-to-pay strategj- and that program expansion, cost efficiencv and expense control are critical components in streamlining your procurement and spending processes. We continue to embrace commercial card expansion initiadves including reduced interchange programs for our clients' strategic suppliers, which targets large dcket and other discount interchange commercial card transactions. Through these discount interchange initiatives, we help enable many suppliers to expand their acceptance of commercial cards. These programs allow our clients to eliminate many administrative processes with their preferred suppliers, saving our clients time and money while capturing data on botli their small and large dollar purchases by using their U.S. Bank commercial cards. We are pleased to offer the City the following rebate on your discount interchange transactions: Volume Incentive Speed of Payment Incentive Rate 1 FlieTum Daya Rate FlleTurn Daya Rate File Turn Daya Rate 07000^ 1 29 0.0000%19 0.0500%9 0.1000% ^ rum Days must be 29 or less 2B 0.0050%18 0.0650%8 D.1050% CreiS Losses deducted from Rebate 27 0.0100%17 0.0600%7 0.1100% Fraud Losses absorbed by U.S. Bark 26 0.0150%16 0.0650%6 0.1150% Reb^ Paymert; y^nuaf 25 0.0200%15 0.0700%5 0.1200% 24 0.0250%14 0.0750%4 0.1250% 23 0.0300%13 0.0800%3 0.1300% 22 0.0350%12 0.0850%2 0.1350% 21 0.0400%11 0.0900%1 0.1400% 20 0.0450%10 0.0950%0 0.1450% Sample Incentive Calculation (Parts 1 and 2) An incentive scenario can be calculated using the following performance dynamics: n $1 million discount interchange volume n 20 file turn days speed of payment In this example, the Part 1 incentive opportunity would be 0.700%. This opportunit)' can be increased for each single-day improvement in portfolio speed of pajment performance (see Part 2 matrix). For example, if your payment performance is calculated at XX file turn days, the combined opportunity would be 0.745% (0.700% + 0.045%). In this example, the combined potential of the discount interchange performance incentive is $7,450 annually (0.745% X $1,000,000), or $37,250 over an initial five-year term. Combined Incentive By combing the performance incentive and discount interchange program incentive, the total rebate payable to the Cit)' in this scenario is $71,250 annually or $356,250 over a five-year term. U.S. Bank City of La Quinta Proposed Fees Purchasing Card General Annual Card Fee Fee Waived Delinquency Fees: n Fee assessed on the entire past due amount if full balance is not paid by the due date 1.0% (minimum $2.00) n Fee assessed each subsequent cycle on the entire past due amount 2.5% (minimum $2.00) Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $5.00 per additional statement Draft/Receipt Copy $5.00 per draft Replacement Card Fee Fee Waived Expedited Delivery Fee $20.00 per shipment Non-Sufficient Funds Fee $15.00 per occurrence Foreign Transaction Fee (if applicable)2.5% per transaction Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $12.00 per user Custom Mapping Fee based upon scope of service Logo Setup Fee Fee Waived (Standard Fee: $300) Customized Plastic: n Quantity of less than 2,000 cards $2,000 n Quantity of more than 2,000 cards; or specialty printing needs (minimum of 1,000 cards)$5,000 Confidentiality Agreement All content stated in this proposal is proprietary and confidential to U. S. Bank Information supf^ied by the City of La Quinta to U.S. Bank for the purpose of this proposal is also confidentiai. This proposal represents the basis for a proposed business relationship and is not a contract for products or services. Pricing elements are valid until January 16,2019. All pricing elements including incentives are contingent upon U.S. Bank providing credit approval, whichisatU.S. Bank's sole discretion and subject to U.S. Banks Credit Policy. All pricing offered by U.S. Bankissubject to change rfaedit is conditional upon collateral pledge, pre-payment or guarantor. U.S. Bank City of La Quinta This document is for illustration purposes only. It is not a draft and should not signed by any party. To start the contracting process and obtain an editable or execution version of the agreement, please contact your sales representative and/or Relationship Manager. [^bank CONHDENTIAL UNITED STATES COMMERCIAL ACCOUNT AGREEMENT This United States Commercial Account Agreement ("Agreement") is between Legal Entity Name of Customer a [State] [Government Organization] ("Customer") and U.S. Bank National Association ("U.S. Bank"). This Agreement is effective upon signing by U.S. Bank ("Effective Date"). Recitals 1. U.S. Bank is an authorized issuing member of certain card associations for the pro charge accounts; 2. U.S. Bank, in its own capacity or through its affiliates, offers commercial in the United States, called the Commercial Account Program ("Progra 3. Customer desires to utilize the Program. Now, therefore, for and in consideration of the mutual promises good and valuable consideration, the receipt and sufficiency of and U.S. Bank agree to the following: commercial nd services jn this A^ement and other k he^^ acknowledged. Customer Minimum Ann^l Charge Volume Number of Account holders 1. Product Selection. Product Selection □ One Card^" Accounts $ ft □ Purchase Accounts t % One Card Optional Enhancements^ Minimum Annual ^arge Volume □ Central billing accounts t □ Managed Spend card S ^ a 2. Agreement Term and Cq^^enceme^ Date. Product □ One Card □ One Card □ Purchase □ Purchase Agreement Term Commencement Date Five Years ^month following Effective Date 3. RESERVE 4. RESERVE 5. %ebate P^metfl Registration. Customer shall register for ACH payments in the manner prescribedbpbTS7^%. U.S. Bank will not make any rebate payments until Customer has registered for ACH. IfCustom^fJls to register for ACH by the completion of the first Agreement Year, Customer forfeits any parent for that Agreement Year and any subsequent Agreement Years in which Customer fails to register for ACH. Customer designates the following person to register Customer for ACH: ^ U.S. Bank may suspend or terminate access to Optional Enhancements if U.S. Bank, in its sole discretion, determines that continued access presents a risk of loss or liability to U.S. Bank or Customer. Confidential - Government Account Agreement Page 1 of 12 R. 03.2018 Rebate Payment Registration a) Authorized Person's Name b) Authorized Person's Email Address 6. Interchange Rate. U.S. Bank may modify the current rebates if existing interchange rates or programs are modified or new interchange rates or programs are developed. 7. Fees. U.S. Bank may charge Customer the fees set forth below. Failure of U.S. Bank ^apply any fee set forth in this Agreement at any time does not preclude U.S. Bank from ever apply^^uch fee. Description Ij_l~_ Annual Card Fee ^ ^ SO"!©. * Delinquency Fee Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance $2.00) Electronic Attachment Utility -r-J ^^2.00, anr^lly per Account Expedited Card Delivery Fee f ^$20.00, per delivery Expense Management Fee & %'^40.^annuallv, per Account Foreign Transaction Fee^1 2.5% Non-Sufficient Funds Fee ^^ $15.00, per occurrence Statements Statement copy fee Paper Statement fee J Draft copy fee ^ $5.00, per copy $5.00, per copy $5.00, per copy 8. Notices. Parties will make all notificaf fr approvals required under this Agreement in writing unless otherwise expressly stated^the^ntrary. The parties will deem any required notices given either (i) two days after the date of rrMioffif sent by registered or certified mail, return receipt requested, or (ii) one day^er the d^ of m^ing if sent by a national overnight courier service to either of the addresses in^ated belo^. To Custgi^r; Cust^^%^ Pl^sic^l AdSres^l^^^b Box) Pl^i£ar;A^ress (f^ PO Box) Country To U.S. Bank: U.S. Bank National Association Corporate Payment Systems Mail Code EP-MN-A17S 901 Marquette Ave. Minneapolis, MN 55402, U.S.A. Attn: CPS Contract Manager 9. ^feveri^g^w^d Venue. The laws of the state in which Customer resides and applicable federal %ws_a_ncfijequI^ons of the United States, apply to any dispute arising out of this Agreement, its subpct%^er, or its formation. The parties shall bring any dispute or claim arising out of or related to this A^eement before a state or federal court in the city of Minneapolis, Minnesota. 10. Incorporation. The following are incorporated herein by reference as if set forth at length: 10.1. Recitals. 10.2. Exhibit A - Commercial Account Agreement Terms and Conditions. 2 U.S. Bank may modify the Foreign Transaction Fee upon 90 days prior written notice to Customer. Confidential - Government Account Agreement Page 2 of 12 R. 03.2018 11. AUTHORIZATION AND EXECUTION. This instrument may be executed and delivered by the parties electronically, and fully executed electronic versions of this instrument, or reproductions thereof, will be deemed to be original counterparts. The signer represents and warrants that (i) he or she is authorized by an applicable bylaw, article or other corporate authority to enter Into all transactions contemplated by this instrument, and (ii) the signatures appearing on all supporting documents of authority are authentic. Date:Date: By Customer:By U.S. Bank: RESERVED FOR SIGNATURES I ] Confidential - Government Account Agreement Page 3 of 12 R. 03.2018 This document is for Illustration purposes only, it Is not a draft and should not signed by any party. To start the contracting process and obtain an editable or execution version of the agreement, please contact your sales representative and/or Relationship Manager. CONRDENTIAL EXHIBIT A COMMERCIAL ACCOUNT AGREEMENT TERMS AND CONDITIONS These Commercial Account Agreement Terms and Conditions {the "Terms and Conditions") set forth the rights and obligations of Customer and U.S. Bank. 1. DEFINITIONS Capitalized terms used but not defined herein have the meaning ase&ed thereto in the Commercial Account Agreement. In addition, the following terms have the folt^in^^anings: 1.1. "Account" means a commercial charge card, regardless of the mediffli^ f^ued^^rsuant to the Agreement. ^ 1.2. "Agency" means any department that is funded or appropriate^^nd^y Cii^omer and that Customer authorizes and U.S. Bank approves for participation in^e Progpm.% ^1.3. "Agreement Term" means the term set forth in Section 2 of th^^^^men^^ 1.4. "Agreement Year" means a 12 month period beqinninq^th the^^ day df the first month following the Effective Date of the Agreement. 1.5. "Average Transaction Size" means the Net Annuabfiharg^^plume ^ded by the number of Charges, exclusive of Charges that qualify forfSls^^nt iM^hange rates, during each Agreement Year. ^ ^ 1.6. "Billing Cycle" means the period of time f^rniheliJe a Statement is generated until the next Statement is generated. 1.7. "Charge" means any transaction posted to an^^ob^tearhas a debit value. 1.8. "Charge-off" means any amount du^ri^wing^o UT^ank or its affiliates by Customer, its Agencies, Political Subdivisions, or Ajount^lder^mcluding but not limited to uncollectible amounts or amounts due from^c^ouqt holde^elinquencies or bankruptcies. 1.9. "Charge-off Adjustment" issin^^^difference between Charge-offs and one-half of Charge-off Recoveries. 1.10. "Charge-off Recovery" means aqiitaymeBt made on a Charge-off. 1.11. "Discount Volume" means only tfTo^^^harges that qualify for discount interchange rates and which are pr^^ssed usin^discoiSf interchange rates, less credits, and net of Charge-off Adjustments for edch Agreement Year. All other charges, fees, cash advances, convenience checks (or c^qu^^^udulent Charges, and chargebacks are excluded from Discount Volume. M 1.12. "File Tur^^^s'-^eai^^ffi'number of days from the date U.S. Bank funds a Charge to the date o^^^eril i^fy^sj^ of the beginning and ending dates. 1.13. "File Payment Performance" means the average File Turn Days for each 1.14. "t^uduient^h^e" means a Charge that is not initiated, authorized or otherwise requested ^ ^ Agencies, Political Subdivisions, or an Account holder and does not directly Frectl^enefit Customer, its Agencies, Political Subdivisions, or an Account holder. y®t^catIon Information" means legal names, physical street addresses, taxpayer Ili^ifrcStion or business numbers, dates of birth, or other information or documentation ^^ired by U.S. Bank to confirm the identity of any entity or person. 1.16. 'intellectual Property" or "Intellectual Property Rights" means any patent rights, ■^ropyrights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as Intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force. 1.17. "Net Annual Charge Volume" means all Charges set forth on the monthly billing Statements furnished for all Accounts in an Agreement Year, less cash advances, fees. Fraudulent Charges, Confidential - Government Account Agreement Page 4 of 12 R. 03.2018 chargebacks, and charges qualifying for discount interchange rates and net of Charge-off Adjustrnents. 1.18. "Obligations" means all Charges, fees, and other activity posted to an Account 1.19. "Political Subdivision" means any municipality, county, or institutions of higher education that Customer authorizes and U.S. Bank approves for participation In the Program. 1.20. "Statement" means, with respect to one or more Accounts, a periodic listing of all Charges, fees, and payments posted to such Accounts. 2. CREDIT PROVISIONS. 2.1. Financial Information. Customer and each of its Political Subdivisions shallj^^vide its fiscal year-end financial statements as soon as available, but not later than 120 following the end of its respective fiscal year. Customer and each of its Political Subdi^^tT^iall provide additional information, upon request by U.S. Bank, regarding its re'^ectiv^business, operations, affairs, and financial condition including reviews or ^®^pf^^caP5?§3r-end financials performed by certified public accountants and its iotemally ^fepafed quarterly financial statements. ^ ^ 2.2. Credit Controls. U.S. Bank, at its sole discretion, may revis^^^re'Sk^rts or controls associated with the Program. U.S. Bank will provide n(^^ to ^te)mer^^the applicable Political Subdivision of any decrease in a Program cred^l^ that res^^i an amount lower than the current Obligations on the Account. Customer or aa^applicalSf Political Subdivision shall make a payment to U.S. Bank, within ten da^'^^tich n^ce, sufficient to reduce the Obligations to an amount equal to or less than the%vised^reditlfhnit. 3. PRODUCTS. 3.1. Exclusivity. Customer agrees U.S. Bank will provider to Customer, its Agencies, and its Political Subdivisions of the ^pognts, pra^ictl^nd services selected in Section 1 of the Agreement. Customer shall pro&e^^fficer^ertificate to U.S. Bank within 30 days of the completion of an Agreement^ "^r cerf^ing Customer, its Agencies, and its Political Subdivisions were and will corftfn^^^ke in ^mpliance with this exclusivity requirement of this Agreement. 3.2. Billing and Payment. Cust^er wi^ receive an electronic Statement at the end of Customer's Billing Cycle. Custome'^^Jpay U.S. Bank the amount due as directed on the Statement. Custon^ shall p^U.S. B¥^ using an electronic payment method approved by U.S. Bank. Custo^r shall cSnmunicate all disputes regarding Charges or billings for the program within the Statement date to U.S. Bank. If the amount owing under an Account has t^^een^id i^fuN when due, the Account(s) will be delinquent. U.S. Bank may suspend^^^.^^unt t^t^i'delinquent for a duration of one or more Billing Cycles. U.S. Bank roa^^n^ ^^V^^nt that is delinquent for a duration of two or more Billing Cycles. U.S. BTOki^^Jcover^hy reasonable legal fees and other expenses incurred in collecting any delinquM^rr^^nts on a cancelled Account. 3.3. ^^iUJy.'^^^rfer is solely liable to U.S. Bank for all Obligations under or in connection with corp^^^abiltty Accounts. Customer shall immediately notify U.S. Bank in writing of any (i) employment of any Account holder or removal of an Agency from the ^Projyg^fii) any lost, stolen, or compromised Account; (iii) any suspected or actual breach, or ^ ^rts^%f an Account or information regarding Accounts or other sensitive information. mer shall provide U.S. Bank with sufficient information for U.S. Bank to act on such ^tifications. If Customer fails to provide timely and sufficient notification, Customer will be Arable for Obligations on Accounts without regard to the type of liability. Upon cancellation of an Account, or termination of this Agreement, Customer shall cancel the billing of all reoccurring transactions to an Account. U.S. Bank is not liable for any reoccurring transactions customer has failed to cancel. U.S. Bank is not liable for Charges declined or approved as a result of inaccurate merchant category codes. 4. SECURITY AND CONFIDENTIAUTY. 4.1. Security. "Secured Information" means information regarding Accounts, passwords, personal identification numbers, and other sensitive information or Confidential Information of either party. Confidential ~ Government Account Agreement Page 5 of 12 R. 03.2018 4.2. (a) Either party may receive or otherwise have access to Secured Information and shall implement or maintain an information security program designed to (1) ensure the security, integrity and confidentiality of Secured Information; (ii) protect against any anticipated threats or hazards to the security or integrity of such Secured Information; (iii) protect against unauthorized access to or use of such Secured Information that could result in substantial harm to the person or entity that is the subject of the Secured Information; and (iv) ensure the proper disposal of such Secured Information. (b) U.S. Bank will maintain physical, electronic, and procedural safeguards designed to (!) maintain the security and confidentiality of Identification Information; (ii) protect Identification Information against anticipated threats or hazards to security or integrity of Identification Information; and (iii) prevent unauthorized ag#ss to or use of such Identification Information that could result in substantial harm^^rmcsnyenience to (c) Customer. Customer will safeguard Secured Information provided by U.S.^affl no less stringent than those applicable to Customer's own pr^rre^ry ih^rmMioa' ani^that is (d) At a minimum. Customer will install and maintain commer^Tly reasonaSfe c^bersecurity defenses against any feature, routine, or device that is intehci^^to (i) disrupt 'the operation of any U.S. Bank owned or licensed sof^are oiWstem;cause any U.S. Bank owned or licensed materials, software, or sy^^^o be d^^o^d, altered, erased, damaged or otherwise made inoperable; or (iij^^mit^^ perso'ri^r entity to destroy, alter, erase, damage or othenA/ise render inoJ^Bi^ny^S. Bank owned or licensed materials, software, or system, including, but no^limit^^o, cyber-attacks such as any computer virus, trap door, back door, timefein'femalici^s program or mechanism such as a software lock or routine for passw@teb^^ndBCEJ>@erial number checking or time dependency. Confidentiality. (a) Confidential Information. Eacfe- pariylaiay h^e access to and each party may provide to the other party information thatrthe ovmer of such information regards as confidential or proprietary. "Confid^^^^^ormatrbn" includes information of a commercial, proprietary or technical%)atu®%vfe,^^ now in existence or hereafter created. Confidential Information in^^^es,'%ut is not limited to, the following: (i) information marked as "confidential" or sim^^p marked, or information that a party should, in the exercise of reasonable ju^ment^feognize as confidential; (ii) Intellectual Property of each party; (if|^he busirifss, financial or technical information of the each party and its respective affili&^sjbranches, or agencies; (iv) each party's objectives, materials, financial results, tW^iolo^Tial developments and other similar proprietary information and mat^p^and (v)^^^&, memoranda, analyses, compilations, studies and other docufoent^^w^th^^epared by either party or for either party, which contain or otftoArikJ'lect^^idential Information. m [il r&(ceptions. Confidential Information does not include information that (i) is ^J^rightfully known to the receiving party at the time it obtains Confidential rfffenation from the disclosing party; (ii) is or becomes generally available to the , ^blic other than as a result of disclosure in breach of this Agreement or any other ^Confidentiality obligations; (iii) is lawfully received on a non-confidential basis from a third party authorized to disclose such information without restriction and without breach of this Agreement; (Iv) is contained in, or is capable of being discovered through examination of, publicly available records or materials; or (v) is developed by U.S. Bank or Customer without the use of any proprietary, non-public information provided by the other party. (ii) U.S. Bank Exceptions. U.S Bank may (i) use and disclose Customer's Confidential Information to the extent necessary to maintain compliance with card association operating regulations; or (ii) use and disclose non-identifying data to any entity or third party to the extent that such data is aggregated, summarized, or otherwise presented in a manner that does not directly or indirectly identify such data as attributable to U.S. Bank or its affiliates or Customer or its agencies, branches. Political Subdivisions, or Account holders. Confidential - Government Account Agreement Page 6 of 12 R. 03.2018 (iii) Third Parties. Portions of Customer's Account and transaction data are captured by third parties, including, but not limited to, card associations, third-party service providers, merchants, and merchant processors during the course of normal business operations and the confidentiality provisions of the Agreement do not extend to such third parties. (c) Restriction and Care. Each party shall hold Confidential Information in confidence and disclose Confidential Information only to those employees or agents whose duties reasonably require access to such Confidential Information. Each party must protect Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event, less than a reasonable degree of care to prevent unauthorized disclosure or duplication (except as required for ^®up systems) of such Confidential Information. Each party shall cause its affiliates,i:a^en%^employees, independent contractors, and parents to hold and maintain Confidential Infdgnation in confidence, and shall only use and disclose such Confidential Infdffittiori%r th^jjrpose of performing its obligations, exercising its rights, or enffirctbg its^igb'^un^er this Agreement, or as otherwise expressly permitted by this Agr^menf^ % ^ (d) Disposition of Confidential Information. Upon termina^ji tffi|_A^eement, each party shall immediately, upon election by the disusing p^i®, reti^or destroy all Confidential Information in its direct or indirect po^^iipn or cd"%:^hat is the property of the disclosing party. Upon written request. J:he rec^jent will ^ovide the disclosing party written certification of destruction ah^^ Confidential Information. Notwithstanding, U.S. Bank may retain on^co^ of CMidePftial Information for archival purposes in accordance with applicable Jav\i^:ul^^r reg^tion. The receiving party shall return any Confidential Information ma^aine^in%B-el^ronic format to the disclosing party in an industry standard format or, Wthe owner, deleted and removed from all computers, electronic da^teas^s, and^y #tfeer media. (e) Compelled Disclosure. Each p^y sRai^prorrfp^ provide to the disclosing party notice of any order by a court or goyert^ental Igency having proper jurisdiction to disclose any Confidential Information^^^l%Bisclosir^ party may seek an appropriate protective order. U.S. Bank may ^^_proHi^^^^a governmental agency from disclosing the governmental agency's r^yest %or Confidential Information and under such circumstances U.S. Bank is e^^^ from notifying Customer of any disclosure of Confidential In_^mation ^reun^f. Each party shall disclose Confidential Information only to the e>^it requireWby applicable law. 5. DEFAULT % ^ ^ 5.1. Event of^efeu C u st^^#wi 11 be in default for (i) any violation of its obligations set forth in Sectjprt^.1 Tf^cf^^i^Section 4 (Security and Confidentiality); and Section 7 (Intellectual Propef^)i_(ii)?^ faili^^o make a payment on any Account as set forth in Section 3.2 (Billing a^d Pa^%nt);'^^i) any default of any other agreement between the parties, or their Agencies or Political Subdivisions that has not been cured in the time specified in the applicable aqrejgm^i^idvl^ny representations or warranties that fail to be true and correct at any times '^^^in^^is^reement or (v) any violation of any other covenants, conditions, or provisions sefTotlj^ this Agreement (each an "Event of Default"). ^Fe. ^%Jstomer shall cure any Event of Default under Section 5.1.(i)-(ii) within five days of }^:e of an Event of Default. Customer shall cure any Event of Default occurring under |c^on 5.1.(iii)-iv) within ten days of notice of an Event of Default. Customer shall cure any ^ent of Default under Section 5.1.(vi) within 30 days of notice of an Event of Default. If any such cure reasonably requires more than the allotted time, U.S. Bank and Customer may agree on an alternative plan to cure. Customer shall cure in accordance with such a plan agreed upon by U.S. Bank and Customer. 5.3. Remedies. In an Event of Default (after the notice and cure period), in addition to any other remedies at equity or law, U.S. Bank may: (i) immediately terminate this Agreement or suspend or cancel any Accounts; (ii) retain and will not be required to pay Customer any payables pursuant to this Agreement; (iii) accelerate and demand immediate reimbursement, and Customer shall comply with such demand, of any payables previously paid to Customer; and (iv) collect any amount directly or indirectly related to any Event of Default, including any Confidential - Government Account Agreement Page 7 of 12 R. 03.2018 fees or losses sustained by U.S. Bank, and any reasonable court and legal costs incurred by U.S. Bank to exercise its rights or remedies under this Section 5. For the purposes of any Event of Default under Section 5.1.(ii)., the due date on the applicable Statement will constitute notice of Event of Default. If Customer violates its obligations under Section 4 (Security and Confidentiality) or Section 7 (Intellectual Property), in the addition to the foregoing, U.S. Bank is entitled to injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security, because U.S. Bank's remedies at law may be inadequate to protect U.S. Bank against immediate and irreparable harm caused by any anticipated or actual breach of Customer's obligations as set forth in Section 4 (Security and Confidentiality or Section 7 (Intellectual Property) and because damages resulting from such a breach be difficult to ascertain. 6. TERM AND TERMINATION. ^ 6.1. Agreement Term. The Agreement will automatically extend a^tf^^nd "^t^^greement Term for one year and will extend at the end of each success^'terr^^r ar%d^ional one year unless either party provides 180 days written notice of teri^^^n ^^r^ expiration of the current Agreement Year. During the Agreement T^i or a'^ccessiNWterm thereafter neither Customer nor U.S. Bank may terminate the Agr^W^nt, in wlft^^in part, except by mutual consent or as otherwise provided under this Sectlon.^^ ^ 6.2. Termination by Either Party. Either party may te^'ir^^th^^reement immediately in its entirety or in part by providing written notice o^su'C^ terrriT^tio^o the other party, upon (I) the dissolution or liquidation of the other party,%J#^arent%r (ii) insolvency of, or the filing of a bankruptcy or insolvency proceeding w^^es r^e appointment of a receiver or trustee for the benefit of creditors of the otF^^^^rl^parent, or the other party or its parent enters into any other similar p^B^ding %^ar"^^ement for the general benefit of its creditors. f 6.3. Termination by U.S. Bank. U.S_^Ba%may ^minate the Agreement in its entirety or in part by providing ten days prio^^TO^^^tice^f such termination to Customer upon (i) Customer's merger, amalgam^ton, si^5^^^sfer of all or substantially all of its assets that causes a material adverse chan^^o i^stomer's business or financial condition; or (ii) U.S. Bank's determination that the over^^ejionship is unprofitable. 6.4. Termination for ^n-Use. M.S. B^ may terminate the Agreement immediately upon written notice to ^stomer ir^e event that Customer has failed to implement the Program within twelve montTf% o&he Effective Date or if there has been no activity on Accounts for any twelve month'^^riod afer the Effective Date of the Agreement. 6.5. Regulat^^i^spoji5ionl^#ferminatlon. U.S. Bank may immediately suspend or terminate (i) any^cdsuntaf B^k~is unable to verify the identity of the Account holder or owner of the A^<^nf^b#ed office Identification Information submitted to U.S. Bank or if U.S. Bank is i^able'tg^^veri^^hat providing services to an Account holder or Participant does not pose a U^% §^k"©f violating any applicable law, statute, or regulation; (ii) the Agreement, in A. who^%i^ p%t, upon Customer's failure to comply with Section 11.1. (Compliance with '^p^)li^ble^;atutes and Regulations); and (iii) the Agreement if U.S. Bank, in its sole ^i^Btic^^-.determines provision of services under the Agreement is counter to any existing, m amended law, regulation, regulatory interpretation, anticipated regulatory i%pretation, or any enforcement of existing, new, or amended law, regulation, regulatory ifterpretation, or anticipated regulatory interpretation. 6.6. '^^rvlval. The following provisions survive termination of this Agreement; Section 3.2. (Billing and Payment); Section 4 (Security and Confidentiality); Section 5 (Default); Section 7 (Intellectual Property); Section 9 (Limitation of Liability); Section 11.7 (Cumulative Remedies); Section 11.11 (Set-Off); Section 11.15 (Waiver of Jury Trial); Section 7 of the Agreement (Notices); Section 8 of the Agreement (Governing Law); and Section 9 of the Agreement (Incorporation). 7. INTELLECTUAL PROPERTY. 7.1. Generally. U.S. Bank or its affiliates, are the owner or licensee of any and ail Intellectual Property or other proprietary right associated with U.S. Bank products and services including. Confidential - Government Account Agreement Page 8 of 12 R. 03.2018 but not limited to, the Program, related rhaterials, and derivatives. Except as expressly stated in this Agreement, copying, redistribution, publication, or retransmission of any portion of the foregoing is strictly prohibited without the express written consent of U.S. Bank. Customer shall not change or delete any proprietary notices. Nothing in this provision grants any ownership right to Customer, U.S. Bank remains the sole owner of any and all its Intellectual Property. 7.2. Software License. (a) License Grant. Subject to Customer's compliance with this Section 7, U.S. Bank grants Customer a non-exclusive, non-transferrable license to use and access Accounts on U.S. Bank's or its third party licensor's software. m (b) Ownershiia. U.S. Bank or its third party licensors retain all title andj^iership of the Accounts and software, any documentation provided with the Accou^^of^^tware, and any works derived from the Accounts or software that contain all^r pff^f t^^^ccounts, software, or U.S. Bank or its third party licensors' Intellectual Pr^S%^^£ Ban^asserts that the Accounts and software is protected by copyright.^ai1[^ma^i^^otected by patent, trademark, or other proprietary rights and laws o^^ sStes,"Canada, or other jurisdictions. Any rights not granted in this Section '^re^se'med^y U.S. Bank or Its third party licensors. ^ (c) Updates. During the term of this Agreement, U.S.^a|k or its tlfj^^arty licensors may, from time to time, provide updates of the soffaa^e. t^update^eplace the software initially licensed to Customer, and do not cctetTO'le an^dditional license to use the software. ^ ^ (d) Restrictions. Except as other provided inl^^^tion^ Customer may not (i) reverse engineer, decompile, or disassemble bypass or disable any copy protection or encryption; (ii) reformat o'^^l^^fegvitlve works from the software; (iii) transmit all or any part of the jo&ware b^n^roeans, media, or manner that would present the risk of unauthorlzed^ccessi^cept^provided by U.S. Bank; (iv) disclose part or all of the software to any thlr^artie^xcept as explicitly authorized by U.S. Bank; (v) use all or part of the soft^^%^®mse, ccipsult, or othenA^ise assist any third parties; and (vi) othenA/ise use the soft^re in^\Rm^er that would compete in any way with U.S. Bank's business. % (e) Audit. Customer agrees to pef^i^p.S. Bank reasonable access to any records, systems, or operations t^ensure t^t CuS^er is in compliance with the license granted in this Section 7. ^ ^ 8. REPRESENTATION^S^^^^NTIES. 8.1. Mutual y>l^mtatlof^tf Warranties. Each party respectively represents and warrants, at all t^^^u^g^^^^^ement, that: (a) Th^^^^^nt Spfitutes a valid, binding and enforceable agreement of itself; ^ Th^fe^cimon of the Agreement and the performance of its obligations under the within its powers; has been authorized by all necessary action; and does a breach of any agreement between itself and any other party; E^& ^^y shall comply with all requirements of the Agreement; %diy^^^artv complies with all applicable state, provincial, territorial and federal statutes, ^^nances, rules, regulations and requirements of governmental authorities related to ^he Agreement; C§)''Each party's execution of and performance under the Agreement does not cause it to breach any duty arising in law or equity; and (f) Each party possesses the financial capacity to enter into the Agreement and perform all of its obligations under the Agreement. 8.2. Customer Representations and Warranties. Customer represents and warrants, at all times during this Agreement, that: (a) Customer shall use Accounts and shall instruct its Account holders to use Accounts solely for Customer's business purposes; (b) Customer has received any and all necessary consents from Account holders to provide U.S. Bank with any Account holder Identification Information; Confidential - Government Account Agreement Page 9 of 12 R. 03.2018 8.3. (c) The material Information provided by Customer to U.S. Bank is true, complete and accurate; and (d) The consent or approval of no third party, Including, without limitation, a lender, is required with respect to the execution of the Agreement, or If any such third party consent or approval Is required. Customer has obtained any and all such consents or approvals. Except as expressly provided herein, U.S. Bank makes no warranties, express or implied, in law or in fact, including, without limitation, the Implied warranties of fitness for a particular purpose and of merchantability, either to Customer or to any other person or third party, with respect to the Program provided by U.S. Bank or its representatives or with respect to U.S. Bank's Account management software or niad& available to Customer or any other person for its use by U.S. Bank in conneclR Agreement and any services thereunder. 9.LIMITATION OF LIABILITY. U.S. Bank and its affiliates are not be liable^or anj^dtKequential, special, indirect, or punitive damages of any nature (includlng^ost ptofitsj'^re^irdless of whether such party has been advised of the possibility of such dan^ge^^U.S^apk is not liable for any damages under the Program that exceed the fees U^. Bank^llect^^uring the 12 months immediately preceding the alleged liability. 10. ASSIGNMENT, TRANSFER. Customer shall not assign 0fe^5TlTCJ^|se Transfer or delegate Its rights, obligations, or duties under this Agreement without ^S.'^ank's'^ior^^-itten approval at its sole discretion. For the purposes of this provision, "transfer"Y^r^o a merger, acquisition, consolidation, divestiture, change in control, asset transfer, amalqa^atiQ^r^edinq under bankruptcy laws, or any other transfer, reorganization, or sale (in whole or i^®Tti^^®Wner. To the fullest extent not prohibited by applicable law, Customer shalUmS^U.S. B^lTlfradvance of. any material change (and if prohibited, within 15 days after such change) t^%^y infS^atlon provided to U.S. Bank at any time ncluding, without limitation. Customer's^greeme^nt,in contemplation or in furtherance primary business, legal organization :(^^^^%^hip,yprporat:on, etc.) or any change resulting from a transfer as described above. CustoTne^ shalk^ijnpjly provide any information requested by U.S. Bank associated with the request for ap^O^al. la conjunction with Customer's request for U.S. Bank's written approval. Customer will pay U.S. Barifka^a in the amount of $1,000.00 in consideration of U.S. Bank's review of changes i^er this S^ction.^f^U.S. Bank determines, in its sole discretion, its burden (including but not limitee® actual ®ts) associated with the review exceeds $1,000.00, Customer agrees that it will remiburse^S. Bank for the additional amount identified by U.S. Bank, without regard to whether U.S^jnk pfi^de^ts approval. 11. MISCELLANEQUS^R^SION^^ 11.1. Compfianc^^th ^^icable Statutes and Regulations. The parties will maintain cpmpll^^fe^wi^U.S. Bank policy and all statutes, regulations, economic sanctions laws, anti- i^ftl^i^m^ii^iaws, and trade restrictions imposed by the United States, United Nations, ^Eu^^aojni^or Canada applicable to the products and services contemplated under this U.S. Bank may require Identification Information for Customer and its its ^^icies^oiitical Subdivisions, and any authorized signers. Account holders or directors of ^KToi^er or its Agencies and Political Subdivisions. Customer shall promptly provide any required Identification Information to U.S. Bank. $ther Agreements and Regulations. Customer shall comply with, and shall cause its ^^gencies. Political Subdivisions, and Account holders to comply with, the terms and conditions of each agreement listed below to the extent such agreements are applicable to the Program or the products and services provided to Customer pursuant to this Agreement. (a) Clearing House Operating Regulations. Any applicable automated clearinghouse operating rules or regulations, including, without limitation, the National Automated Clearing House Association Operating Rules, Guidelines of the Canadian Payments Association (Payments Canada) operating rules and guidelines, or any related or successor operating rules; (b) Card Association Operating Regulations. Card association operating rules and regulations; and 11.2. Confidential - Government Account Agreement Page 10 of 12 R. 03.2018 (c) End User Agreements. Each Account holder may receive and must agree to any and all applicable Cardholder Agreement, Account holder Agreement, Privacy Agreement or End User License Agreement that governs the use of an Account. U.S. Bank may amend the Cardholder Agreement, Account holder Agreement, Privacy Agreement or End User License Agreement from time to time without notice to the Account holder. U.S. Bank will provide Account holders with notice of any material change to the Cardholder Agreement, Account holder Agreement, Privacy Agreement and End User License Agreement. 11.3. No Third Party Beneficiaries or Claims. Except as stated in the Agreement, with reference to any successors or assigns, any services provided pursuant to the Agreer^pt are for the sole and exclusive benefit of Customer. No provision of the Agreement i^*®nded to be a third party beneficiary contract nor create or vest any third party benefic^ry ng^s. Interests, or privileges in favor of any entity other than U.S. Bank and its affiliates and'Sustom^r. 11.4. Precedence of Terms. In the event of a conflict or inconsistenc^^p^:^^^^ /^^ement reement will control onlv tMihe e&erroecessary toand these Terms and Conditions, the Agreement will control or^v ti^^e exten^^cessary resolve any such conflict or inconsistency. ^ 11.5. Modification or Amendment. The parties may modify the Agre^^pt diiiy^^an instrument in writing signed by Customer and U.S. Bank. ^ ^ 11.6. Severability. If any provision of the Agreement be ^^lared invaMJ#any reason, such declaration will not affect the validity of any othe^prpvis'ife^of the^peement, which will remain in full force and effect as if the AgreemOT^had been executed with the invalid provisions eliminated. The parties may use coj^^ially reasorlble efforts to agree upon a valid substitute provision in accordance with the^^purl^e of%e Agreement and the intent of the parties. 11.7. Cumulative Remedies. Except as express^^i^^e'8 elsewhere in this Agreement, each party's rights and remedies undrt^Agreetgerfi%fe cumulative and in addition to, not exclusive of or in substitution for, anfjig]^^ remet^es otherwise available to that party. 11.8. Interpretation of Terms. Tf^gafes exp^ssly agree that the Agreement will not be construed more strongly agai^ftith^f^ty rgardless of which party is more responsible for its preparation. The Agreem^t coi^fetes?the entire agreement between the parties concerning the matters addresse(yierem, and cancel and supersede any prior agreements, undertakings, declarations or represe^^ons, written or verbal, in respect thereof. 11.9. Headings. The headings of ^ction^^ inserted for convenience of reference only, and do not affect the construction or^terpretation of the Agreement. 11.10. Force Majeurje and^E^usable Delay. (a) Except fo^^y d^^arismg under the Agreement to make payments, neither party is respQ|3ltb^^r^delay%0Wailures in performance resulting from acts of God, acts of civil or^^fery%ufti^i^^e, flood, strikes, war, epidemics, pandemics, shortage of power, tele^^o^^^catio^or Internet service interruptions or other acts or causes reasonably - bejond^th^control of that party. The party suffering the force majeure event will (i) ipllhi^.i^pplicable disaster recovery plan to the extent appropriate and practicable; i'^h^jther party prompt notice of the occurrence of a force majeure event; (iii) use ^^^diifge^^fforts to re-commence performance as promptly as commercially practicable % ^^^nt to its disaster recovery plan; and (iv) provide periodic updates to the other party ^regarding its efforts to re-commence performance until performance has re-commenced %^n accordance with the Agreement. (&) either party may terminate the Agreement upon written notice to the other, if the non- ^0 terminating party is unable to perform a material portion of its obligations as a direct result of a force majeure event for more than 30 consecutive days. Delay in either party's performance is excused to the extent its performance is delayed solely due to an act or omission of the other party. 11.11. Set-off. U.S. Bank may set-off any amounts Customer owes to U.S. Bank pursuant to the Agreement or any other agreement between the parties or their affiliates against any payables due to Customer by U.S. Bank or its affiliates. 11.12. Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement creates an agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the Confidential-Government Account Agreement Page11of12 R.03.2018 parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. 11.13. Delegation. To the extent necessary to provide the Program, U.S. Bank may delegate its duties herein to one or more third parties without Customer's consent or approval so long as U.S. Bank remains responsible and liable for the conduct of and payment to any such third parties. 11.14. No Waiver. No failure or delay by either party to exercise any right, power or privilege provided under this Agreement or by applicable law will operate as a waiver thereof; nor will any single or partial exercise of any such right, power, or privilege preclude any other or future exercise thereof of the exercise of any other right, power or privilege. 11.15. Waiver of Jury Trial. Customer and U.S. Bank hereby waive all rights Ibyjuryin any proceeding relating to this Agreement. Confidential - Government Account Agreement Page 12 of 12 R. 03.2018 J D U.S. Bank - List of Exceptions Request for Proposal City of La Quinta 10/15/2018 U.S. Bank appreciates the opportunity to review the Request for Proposal, specifically Appendix A — Agreement for Contract Services. In the event of an award to U.S. Bank we decline to use Appendix A and using the U.S. Commercial Account Agreement to govern this relationship because: a. It is specifically tailored for the financial services and solutions offered and contains custom provisions in order for U.S. Bank to offer you economic incentives in relation to those services and solutions. b. It contains targeted provisions to ensure both parties are compliant with federal and state regulations, such as the U.S. PATRIOT Act, FCRA, BSA/AML, etc. As a financial institution, U.S. Bank and the services and solutions offered, are highly regulated and we pride ourselves on sound compliance and ethical practices, as well as competitive corporate payment solutions and superior customer service. c. It already includes industry standard core terms and conditions. d. U.S. Bank is able to offer favorable economic incentives in our response because of our efficient contracting processing using standard templates. We look forward to engaging in a collaborative conversation about the contract governing our relationship. 1 ofl be submitted with the proposal. Failure to do so will be construed as acceptance of ail Items of the specification and the Agreement. 1.8 DELIVERY OF PROPOSALS Proposals submitted by mail should be postmarked sufBciently in advance of the bid opening to ensure delivery to the City Clerk, City of La Quinta, prior to the specified opening time. The City assumes no responsibility for delay in delivery of the proposal by U.S. Mail or any other service. LATE PROPOSALS WILL NOT BE ACCEPTED. 1.9 PROPOSALS BECOME THE PROPERTY THE OF CITY OE LA QUINTA Proposals become the property of the City and information contained therein shaii become public property subject to disclosure laws after Notice of Intent to Award. The City reserves the right to make use of any information or ideas contained In the proposal. 1.10 CONFIDENTIAL MATERIAL Proposer must notify City in advance of any proprietary or confidential material contained in the proposal and provide justification for not making such material public. City shall have sole discretion to disclose or not disclose such material subject to any protective order which Proposer may obtain. 1.11 REJECTION OF PROPOSALS City may reject any or all proposals and may waive any Immaterial deviation in a proposal. City of La Quinta's waiver of an immaterial defect shall in no way modify the RFP documents or excuse the Proposer from full compliance with the specifications If he/she Is awarded the contract. Proposals referring to terms and conditions other than City of La Quinta's terms and conditions may be rejected is being non-responsive. 'he City may make investigations as deemed necessary to determine the ability of the Proposer to perform the work, and the Proposer shall furnish to City of La Quinta all such Information and data for this purpose as requested by the City. The City reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Proposer fails to satisfy the City that such Proposer Is properly qualified to carry out the obligations of the contract and to complete the work specified. 1.12 CANCELLATION This solicitation does not obligate the City to enter into an agreement. City of La Quinta retains the right to cancel this RFP at any time, should the project be canceled, City of La Quinta loses the required funding, or it is deemed in the best interest of the City. No obligation, either expressed or implied, exists on the part of the City to make an award or to pay any cost incurred in the preparation or submission of a proposal. 1.13 INSURANCE REQUIREMENTS The City requires a certificate of insurance prior to commencement of any work. |An undcrwrttor'-s an^fiMa^surctvauth^^ bj do business'm Insuraivfe"requirements are outlined In the Contract Service Agreement (Exhibit A). 1.14 LOCAL BUSINESS PREFERENCE Local vendors are encouraged but not required. For purposes of this section, a "local" shall be defined as an individual, partnership or corporation which regularly maintains a place of business within the corporate limits of the City. 1.15 DISPUTES/PROTESTS City of La Quinta RFP Banking and Merchant Services Commented [SMW1]: Additional Insured status Is indicated on the certificate of Insurance. We utilize a blanket endorsement which operates to provide additional insured status when required by written contract. Commented ISMW2I:The insurance companies do not need to be admitted in California to provide insurance coverage, they only need to be authorized to do business. AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and , a [insert tvoe of business entity, e.g. sole oroorietorshiD. California Limited Liability Corooration. etc.1 rContractino Party"). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to , Project No. NA , as specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the "Services"). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience. Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent iurisdictlon which are applicable to Contracting Party. 1.3 Waoe and Hour Compliance. Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses. Permits. Fees and Assessments. Except as otherwise specified herein. Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including o City of ta-QtHnta-businesslicense. Contracting Party and Its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for I Commented [SDP3]: As a national banking ; association, U.S. Bank is exempt from any requirement ' to have a state registration or local business ilcense. ; 12 CFR 7.4007(c) states that "[a] national bank may : exercise It deposit-taking powers without regard to I state law limitations concerning:... (6) State licensing ; or registration requirements (except for purposes of i service of process)[.J" compensation set forth in the Schedule of Compensation, Contracting Party's overall compensation shall not exceed the Contract Sum, except as provided In Section 1.7 of this Agreement. However, ContractinQ Party shall not be responsible for providing Services once the cost for Services used bv City under the Agreement equals the Contract Sum. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment. Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall fi^describe in detail the Services provided; ffleiud4-ng-ttfnc and matefi-alS7-and-(-3-)-5pe€ify-eac-h-5taff momber-wl^e has provided Services—and the number of hours assigned to coch such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all Items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.7 of this Agreement shail be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services Is obtained from the Contract Officer pursuant to Section 1.7 of this Agreement. 3. PERFORMANCE SCHEDULE. 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in "Exhibit C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. -2- 3.3 Force Maieure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer's reasonable iudqment such delay is justifled7-a-Bd-tho-€ontract Off4€er-'-s--detemwvatmn-sh-ati-bc finei and conciusivc upon the parties-te-this-Agreemefvt. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated In accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on , _, 20 and terminate on , 20 ("Initial Term"). This Agreement may be extended for additional year(s) upon mutual agreement by both parties ("Extended Term"). 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party ("Principals") are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) (b) (c) E-mail: E-mail: E-mail: It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall -2- be responsible during the term of this Agreement for directing ail activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may mt-be changed by Contracting Party ond no other porootinGl may be ^crvicco roquircd horounder without the cxprcsG providino notice to Citv. A change of one of a Princioai bv Contracting Party shail not require an amendment to this Agreement. If Contracting Party reoiaces anv of the foreaoina Principals, it shall be with oersonnei of similar experience and auaiifications. 4.2 Contract Officer. The "Contract Officer" shall be or such other person as may be designated in writing by the City Manager of City. It shall be Contracting Party's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. Citv may change the Contract Officer bv providing notice to Contacting Party, Such change of Contract Officer shall not require an amendment to this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Notwithstanding the foregoing. Contracting Party may. In the ordinary course of business, contract for third-oartv services or products that are not dedicated to Citv and such vendor contracts shall not be considered subcontracts. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, except for assignments arising under operation of iaw due to a merger or acouisition. neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voiuntorily or by-operation of low, without the prior written approval of City. Transfers Fostrictcd hereunder shoii include the transfer to any person or group of present ownership and/or cont-rol of Contracting Porty, taking all transfers ir^to account on a cumulotive basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City's express written approval in violation ofthis section shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees -2- n - • ' : C'-- <: >' I'l':;C ,.. V:;-J 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or Information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure-ofid-maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency blong with oil required endorsements. Certificate of Insurance and GndorgGmonto Imust be approved by Agency's Risk Manager prior to commencement of performance. 6. INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit F" ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer such reports concerning Contracting Party's performance of the Services required by this Agreement as the Contract Officer shall reasonably require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason. Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated Increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. Commented [SMW4]: Certificates of Insurance will be provided to evidence insurance coverage, Insurance policies, including endoreements, are confidential and cannot be provided. -2- 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and ali such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at ati-tlmesupon thirty (301 davs written notice during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of thfoc (3) years f-oi^ew-iRg-eem^tetion of the ScrviccG hcroundofaccordina to Contracting Party's records retention schedule, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party's business, eest©^ a coDv of the Books and Records may be given to City, and access shall be provided by Contracting Party's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Qwnershlo of Documents. Ali drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared as a deliverable or caused to be prepared as a deliverable by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer—-expiration or termi^at^■Q^R-of-t■h45-Agreeme-nt, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City's sole risk and without liability to Contracting Party, and Contracting Party's guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. -2- Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Prooertv. This Agreement creates a non exclusive ond Dcrpctuel-license for the term of the Agreement for City to copyj use, medtfy7-Feu5e7-CH--subH€Hgnse"any and all copyrights, designs, rights of reproduction, and other Intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and-peppetue+-license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. Notwithstanding the foregoing or anything else to the contrary in this Agreement. Contracting Party mav disclose such Information without consent: fi^ to a bank regulatory aoencv or in connection with an examination of its records bv bank examiners, fiil at the express direction of anv other authorized government aoencv. fiii) oursuant to a subpoena or other court order, or dv) as mav otherwise be required by law. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement -10- any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal Identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon reouest at the termination or expiration of this Agreement. However, Contracting Party may retain an electronic copy for archival purposes in accordance with its records retention schedule. Contracting Party's covenant under this section shall survive the termination or expiration of this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement. Contracting Party mav disclose such information without consent: (i) to a bank regulatory agency or in connection with an examination of its records bv bank examiners, Oi) at the express direction of any other authorized government aoencv. fiiil pursuant to a subpoena or other court order, or fiv") as may otherwise be reouired bv law. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court, including federal court, in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of Its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare. City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action In the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in material default. City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative. City may, In its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable -10- , 'i: . 1 V . ' 1 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contracting Party requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Leoai Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination PriorTo Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided In the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall, ^mrne^iatelv-withm a reasonable time to act upon such notice, cease all Services hereunder except such as may be specifically approved by the Contract Officer. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination plus a reasonable time to act upon such notice and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination Is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), -10- and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys' Fees. If either party to this Agreement Is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 9.1 Non-liabilitv of Citv Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party's performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall bo-cfflolovedDerform any of the Services under this Agreement bv It os an officer, cmpleyee,-egent7-or subcontractor without the express written consent of the Contract Officer. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or -10- 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same Instrument 10.5 Intecrated Agreement. This Agreement including the exhibits hereto. and ContractinQ Party's standard banking documents and agreements (including Its Master Semces Agreement. Services Terms and Conditions, and Your Deposit Account Agreement) is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to Interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made In writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severabilltv. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained In this Agreement shall be declared invalid or unenforceable, such Invalidity or unenforceabllity shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the Intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third Partv Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no Intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (I) such party is duly -10- Exhibit E Insurance Requirements E.l Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Must include contain the following endorsementsprovisions: General Liability Additional Insured General Liability Primary and Non-contributory Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Personal Auto Declaration Page if applicable Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Must include contain tlie following endoraementsprovlsions: Workers Compensation with Waiver of Subrogation Workers—Ccmpcnsotion—Declaration—of—Sole—Proprietor—if oppllcobic Contracting Party shall procure and maintain, at its cost, and submit a certificate of insurance concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party's acts or omissions rising out of or related to Contracting Party's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. [An ondorsGmcnt evidencing the foregoing and naming the City and its officers and cmploycGS as additional Insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior Exhibit C Poge 1 of 1 Commented [SMW5]: Certificates of insurance will be provided to evidence Insurance coverage. Insurance policies, including endorsements, are confidential and cannot be provided. Additional insured status is indicated on the certificate of insurance. We utilize a blanket endorsement which operates to provide additional insured status when required by written contract. Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, |ony oubcontroctor or agent, lor anyone for whose acts ony of thomthe Contracting Party may be liable, arising directly or indirectly out of or related to Contracting Party's performance under this Agreement. If Contracting Party or Contracting Party's omployccs will use personol outos in any way on this project, Contracting Party shall ppovido ■evkjcncc of personal outo liability coverage for each ouch person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party ond "Covered ProfcGsionol Services" as doGignotcd in the policy must opodficQlly include work porformod under this ogrGGmcntj. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. provii ihing 5 duty le policy retroactive date shall be on or before the effective date of this agreement. Contracting Party shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Contracting Party shall provide written notice to City within teftthirtv (4030) working days if; (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced below limits reaulred bv this agreement, -s-ef f3-) the-dodeetkMe or self insured rctcRtion hs-inercoscd. In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contracting Party's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies ef-policy the extent and within the time herein required. City may, at Exhibit C Poge 1 of 1 Commented [SMW6]: Subcontractors are required to maintain their own insurance coverage. Commented tSMWT]: Insurance cannot be procured on a per agreement or per reiatlonship basis. The proFessionat iiabiiity poiicy maintained by U.S. Bank provides coverage for all services provided by U.S. Bank. Commented [SMW8]: These elements are not included in the poiicy maintained by U.S. Bank. U.S. Bank will indemnify the City according to determined iiabiiity and the policy will indemnify U.S. Bank. —Obtoin such insuroncG ond deduct ond retain the Dmount of the premiums for such insuroncc from-^y- stJms-duQ under this AgrGcmont. ^a. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. erb. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party's or its subcontractors' performance of work under this Agreement E.3 General Conditions Pertaining to Provisions of Insurance Coverage bv Contractino Partv. Contracting Party and City agree to the following with respect to insurance provided by Contracting Party: Contracting Party agrees to include the Citv. its officials, emolovees. and agents as additional insured on thchovc its Insurer endorse the third port general liability coverage required herein^ to include as odditionol insurcds City, its officials, omployoGG, and agents, using standard ISO ondorsomont No. CG 2010 with an edition prior to 1002. .Contracting Party also agrees to require all contractors, and subcontractors to do likewise., 2. No liobility insurance covcrogc provided to comply with this Agrccmont shall prohibit Contracting Party, or Contracting Party's employees-, or agents, from wolving the right of subrogation prior to o toss. Contracting Party agrees to waive subrogation rights against City rogardlesG of' -the aoplicabilitv of any inGuroncc procGcdowith regard to the general liabilitv. automobile liabilitv. and workers', .and to require all contractors and subcontractors to do likewise^ 3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or Its operations limits the application of such insurance coverage. 4-. None of the covorogoG required herein will be in compliance with thoGQ rGquiromGnts tf -they mclude afty Ifmiting Gndorsomont of any kind that Exhibit C Page 1 of 1 Formatted: Highlight Cfjrnmont.jr] ISMWOI: Commented [PEL10R9]: Pending decision If awarded business. Formatted: Highiight Formatted: Highiight n ;r I t 111!-.', I voi : Commented [PEL12R11]: Pending City response if awarded business. Formatted: Highlight Formatted: Highlight Commented [PEL14R13]: Pending City response if awarded business. Formatted: Highlight has not bcGti first gubmittod to City ond opprovcd of in writing. Exhibit C Page 1 of 1 No Mobility policy oholl contoin ony provioion or definition thot would serve to climinotc Go-collod "third party oction over" claims, including ony exclusion for-bodlly injury to on employee of the insured or of ony controctor or subcontroctor. mod!ficot4on ond odditional rGquircmcnts by tho City, as the need oriscs. offcct City's protection without City's prior written consent. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required, ond on odditionol insured endorsement to Controcting Porty's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event-such proof of ony insurance i& not dclivorcd os required, Of in tho-evcnt such insurance ts concGled ot ony time and no replQCGmont covcrogc is provided, City has the right, but not the duty, to obtoin ony insurance it dooms nccoosary to protect its intoroGts under thio or ony other ogroomont and to promptly paid by Contracting Party or deducted from sums due Controcting Porty, at City option. It is acknowledged by the parties of this agreement that aH-the general liability and automobile liabilitv insurance coverage required to be provided by Contracting Party or ony subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 4t5. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contracting Partv. orovidG the oamo minimum maintain insurance COverage aoproDriate for the services being orovided rcauirGd of ContFactino Party. Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with tho r-eqwromcnto of this sectionmaintained. Contracting Party agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review., 44^ Contraetrng Party ■agrees not to self-insure or to use ony self insured retentions or deductibles on ony portton-of the insurance required herein (with tho exception of professional liability coverage, if roquiFod)-and further agrees that it will not allow any controetOF; subcontroctor. Architect, Engineer or other entity or person in any way involved in tho performance of work ofi the project contemplated by this agreement-to—self insure its obligations to City.—If Contracting Party's -existing coverage includes a Exhibit C Page 1 of 1 Commented [SMW15]: Bank cannot allow insurance coverage to pass-through blindly to your subcontractors. We have provided edits as a suggested way to remedy this pass-through issue. I'd also like to point cut the last sentence in this paragraph has nothing to do with insurance. Commented [PEL16R15]: Strike last paragraph as it does not pertain to insurance. Commented [PELITRtSj: Updated. dcductiblo or self insured retention, the deductible or self inourcd rotontion must bo dodorod to the City. At thot time the City ohQil review options with the Controcting Party, which moy include reduction or elimination of the dcductiblo or ocif insured retention, oubDtitution of other coverage, or other selutions; ++:—The City rcGcrvos the right ot any time during the term of this Agreement to change the omowts or>d types of insuroncc required by giving If such change results in suhGtaHtHBl-etdditkmai cost to the Controcting Party, the City will negotioto odditional compensation proportionol to the increased benefit to City. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 4-;^7. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non- compliance with any insurance requirement In no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 44t8. Contracting Party will renew the required coverage onnuolly ao long OG City, or its omplovocG or aoonts faco an Gxposuro fromfor at least two years after the completion of operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligotion is not-cffoctivc untU Qty executes o written statement to that effect. —Contracting Party shall provide proof that DolicioQcertificates of Insurance evidencing insurance policies required herein expiring during the term of this Agreement have been renewed or replaced with other policies in compliance with this agreement providing at lopst the somo covcroaQ. Proof that such coverage has been ordered shall be submitted oriortowithin 30 davs ogcnt to this effect is QccGptabk?T-A-ceftiftcQtc of insuroncc and/or odditional insured ondorsomont as required m those Gpocificotions appiicobic to—the renewing or now coverage-FFit>9t-bo provided to City within five 44:—The provisions of any workers' compensohon or simitar oct will not limit the obligations of Centracting-Pefty-tiRder-this ogreement. Controcting Porty expressly ogrces not to use ony statutory—immunity Exhibit C Page 1 of 1 dGfonsGD under such lows with rcGpoct to City, itG cmployccg, officiols, and ogcnto. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 4^:—ThGQG insuroncc rcquiremonts ore intcndod to be ooporate ond distinct from ony other provision ifi this Agrccfnent ond ore intended by the -M^lO.frhe requirements In this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit^ 24>rl l.lContractinq Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional Insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect theretoJ_ a4^l2.1Contractlng Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City] Exhibit C Page 1 of 1 Exhibit F Indemnification F.l Indemnity for the Benefit of Citv. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party's Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, direct losses, direct liabilities of every kind, nature, efld-desefiptfen, direct damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), direct costs and expenses of any kind, whethef-aetBal7-atie§ed-or-thFoatcnQd, mei-ud-inhgr-w-ithetit-limita-tieRT—iRe4eF=ttdl-aed—eeftseq-uen-tiel—daFFveges, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of Investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Partv. The foreaoina indemnification obligation of Contractino Party is contingent upon Citv oromptlv notifying Contracting Partv in writing of such claims, oermittlna Contracting Partv sole authority to control the defense or settlement of such claims, and orovidina Contracting Partv reasonable assistance in connection therewith. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law. Contracting Party shall indemnify, defend-fwith-ecHiftsel soleet-ed-by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, direct losses and damages, expenses or costs of any—kind^—whether octual, alleged—er tf^roatene^——w4theut—hmitetionT—ifieidenta!—and—ennseg-uenttai damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the sameto the extent arisinge out of, are a consequence of, or are in any way attributable to, in wholo-or-in -partv-the negligent or wlllfullv malicious acts performance of this-AqreeFnent-dv-of the Contracting Partv or the breach of this Agreement bv the Contracting Partv or by any Exhibit C Page 1 of 1 individual or entity for which Contracting Party is legally liable, Including but not limited to officers, agents, employees, or subcontractors of Contracting Party. The foregoing indemnification obligation of Contracting Party is contingent uoon Citv oromptlv notifying Contracting Party in writing of such claims, permitting Contracting Party sole authority to control the defense or settlement of such claims, and providing Contracting Party reasonable assistance in connection therewith. c. Indemnity Provisions for Contracts Related to Construction fLimitation on Indemnity^. Without affecting the rights of City underany Exhibit C Page 1 of 1