HomeMy WebLinkAboutAgreement A-25-371 with BMO Bank N.A..pdf Agreement No. 25-371
1 CUSTODY AGREEMENT
2 FOR PUBLIC FUNDS
3 This CUSTODY AGREEMENT ("Agreement") is made and entered into this 5th day of
4 August , 2025, by and between the COUNTY OF FRESNO, a political subdivision of the State of
5 California ("COUNTY"), and BMO BANK N.A. whose address is 320 South Canal Street, Chicago,
6 IL 60606 ("CUSTODIAN").
7 RECITALS
8 WHEREAS, Government Code section 53608 authorizes the COUNTY to deposit for
9 safekeeping with the CUSTODIAN the bonds, notes, bills, debentures, obligations, certificates of
10 indebtedness, warrants, or other evidences of indebtedness ("securities") in which the COUNTY's
11 money is invested;
12 WHEREAS, CUSTODIAN is a national bank duly organized and constituted in accordance
13 with all applicable federal and state laws to render custodial services; and
14 WHEREAS, the COUNTY's Board of Supervisors ("Board") selects CUSTODIAN as the
15 custodian of said securities which it desires to deposit in the account established by this Agreement
16 ("Account"); and
17 WHEREAS, the Board delegates to the COUNTY Treasurer the authority to deposit
18 securities to the CUSTODIAN for the COUNTY, pursuant to Government Code section 53608.
19 NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY
20 and CUSTODIAN agree as follows:
21 1. APPOINTMENT OF CUSTODIAN AS AGENT
22 COUNTY hereby appoints CUSTODIAN as agent to act as custodian of publicly traded
23 securities, or cash and other property derived from the sale or purchase of securities ("Property"),
24 that are deposited by COUNTY with CUSTODIAN from time to time to be held in the account
25 established by this Agreement ("Account") and CUSTODIAN agrees to act as COUNTY's agent
26 for such Property according to the terms and conditions of this Agreement. Each party to this
27 Agreement hereby represents and warrants that it has the power to enter into this Agreement.
28 This Agreement includes the Commercial Account Agreement between COUNTY and
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1 CUSTODIAN, attached hereto as Attachment B, and the Treasury Services Master Agreement
2 between COUNTY and CUSTODIAN, including the Safekeeping Service Description, attached
3 hereto as Attachment C.
4 2. DEPOSIT OF SECURITIES
5 The COUNTY Treasurer, on behalf of COUNTY, shall deposit the COUNTY's Property
6 with the CUSTODIAN for safekeeping, pursuant to Government Code section 53608.
7 3. INSTRUCTIONS
8 The COUNTY Treasurer, or their designee, shall provide written instructions to
9 CUSTODIAN to make or settle purchases, sales, exchanges, investments and reinvestments of
10 Property held in the Account, as provided in this Agreement. All instructions from COUNTY to
11 CUSTODIAN shall be in writing and shall continue in force until changed by subsequent
12 instructions. Pending receipt of written authority, CUSTODIAN may, in its absolute discretion at
13 any time, accept oral, wired, or electronically transmitted instructions from COUNTY, provided
14 CUSTODIAN has objectively reasonable grounds to believe, and actually believes in good faith,
15 that the instructions are genuine. If COUNTY gives oral instructions, COUNTY shall promptly
16 confirm such instructions in writing or by telecopy or other means permitted under this
17 Agreement. COUNTY will hold CUSTODIAN harmless for COUNTY's failure to send confirmation
18 in writing or the failure of such confirmation to conform to the oral instructions, provided that
19 CUSTODIAN had objectively reasonable grounds to believe, and believed in good faith, that the
20 oral instructions were genuine. COUNTY will hold CUSTODIAN harmless for CUSTODIAN's
21 failure to produce such confirmation at any subsequent time. Only those individuals as
22 designated by COUNTY are authorized to give instructions as described in this Agreement.
23 4. HANDLING OF INCOME AND PRINCIPAL
24 4.1. Income. CUSTODIAN shall collect the income, when paid on said Property,
25 and hold it in a sweep vehicle as County directs until invested or otherwise disposed of pursuant
26 to COUNTY's written instructions.
27 4.2. Principal. CUSTODIAN shall collect principal, when paid on said Property, and
28 hold it in a sweep vehicle as County directs until invested or otherwise disposed of pursuant to
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1 COUNTY's written instructions.
2 4.3. Collection Obligations. CUSTODIAN shall diligently collect income and
3 principal of which the CUSTODIAN has received actual notice in accordance with normal industry
4 practices. However, CUSTODIAN has no obligation or duty to take any action to collect any
5 amount if the securities or other Property upon which that amount is payable is in default, or if
6 payment is refused after due demand, unless the CUSTODIAN has been adequately indemnified
7 by COUNTY in advance. CUSTODIAN, however, shall notify COUNTY promptly of any default or
8 refusal to pay.
9 4.4. Additions to and Withdrawals from Account. CUSTODIAN shall make all
10 additions and withdrawals of Property to and from this Account only upon receipt of and pursuant
11 to written instructions from COUNTY, except withdrawals provided in Section 5. Upon receipt of
12 an order for each withdrawal, unless otherwise instructed in writing, CUSTODIAN shall deliver
13 the Property so withdrawn to COUNTY or to COUNTY's designee.
14 4.5. Deposit of Monies. COUNTY enters into a Commercial Account Agreement
15 ("Deposit Contract") with BMO Bank N.A. concurrently with this Agreement and a copy of the
16 Deposit Contract is attached to this Agreement as Attachment B. The parties agree that the
17 Deposit Contract applies to any moneys deposited by COUNTY with CUSTODIAN and any cash
18 held in the Account under Sections 4.1 and 4.2 of this Agreement and any moneys that COUNTY
19 instructs CUSTODIAN to hold uninvested or in BMO Bank N.A. deposit accounts.
20 5. INVESTMENT OF PROPERTY
21 5.1. Directions bV COUNTY. COUNTY has sole responsibility for the investment,
22 review, and management of all Property held in the Account. CUSTODIAN shall make or settle
23 all purchases, sales, exchanges, investments and reinvestments of Property held in the Account
24 only upon receipt of and pursuant to written instructions from COUNTY. CUSTODIAN has no
25 duty or obligation to review, or make recommendations for, the investment and management of
26 any Property held in this Account, including uninvested cash. COUNTY is responsible to ensure
27 that CUSTODIAN receives timely instructions, funds, or both, as applicable, to enable
28 CUSTODIAN to settle any purchase or sale of securities. If CUSTODIAN does not receive timely
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1 instructions or funds as needed, CUSTODIAN has no liability of any kind to any person, including
2 COUNTY, for failing to settle a purchase or sale of securities. However, CUSTODIAN shall use
3 reasonable efforts to settle each purchase or sale of securities as soon as possible after receipt
4 of appropriate instructions and funds. CUSTODIAN may, as a matter of bookkeeping
5 convenience, credit the Account with the proceeds from the sale, redemption, or other disposition
6 of securities, or with interest, dividends, or other distributions payable on securities prior to
7 CUSTODIAN's actual receipt of final payment; therefore, all such credits are conditional until the
8 CUSTODIAN actually receives final payment and may be reversed by CUSTODIAN if it does not
9 receive final payment. Payment with respect to a transaction is not final until CUSTODIAN
10 receives immediately available funds that, under all applicable local laws, rules, and practices,
11 are irreversible and not subject to any security interest, levy, or other encumbrance, and which
12 funds are specifically applicable to that transaction. CUSTODIAN may use any cash in the
13 Account to obtain reimbursement under this Agreement or to set off CUSTODIAN's obligations
14 with respect to any deposits or credit balances in the Account against any obligation of COUNTY
15 under this Agreement.
16 5.2. Handle Corporate Actions. CUSTODIAN shall notify COUNTY when it receives
17 notices of redemptions, maturities, exchanges, calls, puts, subscription rights, and scrip
18 certificates ("Corporate Actions"). CUSTODIAN need not monitor financial publications for notices
19 of Corporate Actions and is not obligated to take any action without COUNTY's instruction.
20 5.3. Fractional Interests. CUSTODIAN shall receive and retain all stock distributed
21 by a corporation as a dividend, stock split, or otherwise, except that if a fractional share is
22 received, CUSTODIAN shall sell it.
23 5.4. Use of Nominees. CUSTODIAN may hold any or all registered securities in the
24 name of its nominee.
25 5.5. Use of Securities Depository. CUSTODIAN may, in its discretion, deposit in a
26 securities depository any securities, which, under applicable law, are eligible to be deposited.
27 6. PLEDGE OF SECURITIES
28 COUNTY shall inform CUSTODIAN in writing if COUNTY has pledged any Property held
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1 in the Account as collateral ("Pledged Collateral") for any loan or advance ("Secured Obligation")
2 made to COUNTY by BMO Bank N.A., or by any other lender designated by COUNTY ("Secured
3 Party"). COUNTY's notice to CUSTODIAN shall precisely identify the Pledged Collateral and
4 state the name, address, telephone number, and telex number of the Secured Party and the
5 appropriate officer, if any, to contact in connection with the Pledged Collateral. COUNTY shall
6 provide evidence to CUSTODIAN that COUNTY has provided a copy of the notice to the Secured
7 Party. COUNTY will enter into a control agreement (a "Control Agreement") with CUSTODIAN
8 as securities intermediary and any lender to perfect any such pledge. COUNTY is responsible to
9 keep CUSTODIAN informed of any changes to this information, and CUSTODIAN shall be fully
10 protected in relying on such notice until it receives a notice providing additional or substituted
11 information. CUSTODIAN shall segregate and identify such Property in its records as pledged.
12 Notwithstanding anything to the contrary contained in this Agreement, by providing the notice
13 referred to above, COUNTY acknowledges and agrees that the terms of this Custody Agreement
14 are superseded by the terms of any pledge or security agreement covering the Pledged
15 Collateral, and that CUSTODIAN cannot release the Pledged Collateral without the prior written
16 consent of the Secured Party or as set forth in the Control Agreement. If the Secured Party
17 notifies the CUSTODIAN in writing of a default of any Secured Obligation, CUSTODIAN shall
18 follow, with no further obligation, the written instructions of the Secured Party regarding the
19 Pledged Collateral, subject to the terms of the Control Agreement, and shall be fully protected in
20 so doing. Any interest or principal payments due on the Secured Obligation may be charged to
21 the Account upon written instruction from COUNTY.
22 7. PROXIES AND CORPORATE LITERATURE
23 7.1. Proxies. Unless the COUNTY directs CUSTODIAN in writing to the contrary,
24 CUSTODIAN shall forward to COUNTY all proxies and accompanying materials issued by any
25 company whose securities are held in the Account and actually received by CUSTODIAN.
26 7.2. Corporate Literature. Except as provided in Section 7.1 of this Agreement or
27 as otherwise required by law, CUSTODIAN has no duty to forward or retain any other corporate
28 materials received for Property held in the Account.
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1 7.3. Disclosure to Issuers of Securities. Unless COUNTY directs CUSTODIAN in
2 writing to the contrary, COUNTY agrees that CUSTODIAN may disclose the name and address
3 of the party with the authority to vote the proxies of the securities held in the Account, as well as
4 the number of shares held, to any issuer of those securities or its agents who request them in
5 writing in compliance with applicable law.
6 8. CONFIRMATIONS
7 8.1. Confirmations. CUSTODIAN has no responsibility to send confirmations of
8 security transactions occurring in this Account to COUNTY; however, COUNTY may request
9 confirmations for security transactions at any time at no additional cost to COUNTY, and
10 CUSTODIAN shall send those confirmations to COUNTY within the time prescribed by law.
11 8.2. Statements. Each month, CUSTODIAN shall send COUNTY via paper delivery
12 or electronically via Bank's online service a cash statement and an asset statement showing
13 market values. The statements will show all income and principal transactions and cash,
14 securities and other Property holdings. COUNTY may approve or disapprove each statement
15 within sixty (60) days of receiving it and, if CUSTODIAN receives no written objections within that
16 sixty-day (60) period, that statement is deemed approved. COUNTY acknowledges and agrees
17 that if COUNTY selects CUSTODIAN's online service, CUSTODIAN will provide paper
18 statements only upon request. Printed trade confirmations for trades affected by the CUSTODIAN
19 are available upon request and at no additional cost to COUNTY. COUNTY may request printed
20 trade confirmations for other securities transactions from the broker through which COUNTY
21 directs such trades. CUSTODIAN is authorized to use any vendor (including brokers and dealers
22 of securities and pricing services embedded in CUSTODIAN's securities processing or
23 accounting systems) that CUSTODIAN reasonably believes to be reliable to provide market
24 values for securities. COUNTY understands that certain pricing information with respect to
25 complex financial instruments including, without limitation, derivatives, may be based on
26 calculated amounts rather than actual market transactions and may not reflect actual market
27 values, and that the variance between such calculated amounts and actual market values may
28 or may not be material.
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1 9. INTEREST BEARING DEPOSITS
2 COUNTY may direct that assets of the Account be invested in deposits with CUSTODIAN
3 as a sweep vehicle or other deposit held in CUSTODIAN's name for the benefit of its clients.
4 Such deposits shall be insured in accordance with applicable law and regulation.
5 10. COST BASIS AND DATES OF ACQUISITION
6 COUNTY agrees to furnish CUSTODIAN with the income tax cost basis and dates of
7 acquisition of all Property held in the Account to be carried on CUSTODIAN's records. If COUNTY
8 does not furnish that information for any Property, CUSTODIAN shall carry the Property at any
9 nominal value that CUSTODIAN determines, for CUSTODIAN's bookkeeping purposes only. All
10 statements and reporting by CUSTODIAN of any matters requiring this information will use this
11 nominal value. CUSTODIAN has no duty to verify the accuracy of the cost basis or dates of
12 acquisition furnished by COUNTY. Property purchased in the Account shall be carried by
13 CUSTODIAN at cost.
14 11. LIMITED POWER OF ATTORNEY
15 CUSTODIAN is hereby granted a limited power of attorney by COUNTY to execute on
16 COUNTY's behalf any declarations, endorsements, assignments, stock or bond powers,
17 affidavits, certificates of ownership or other documents required (1) to effect the sale, transfer, or
18 other disposition of Property held in the Account according to COUNTY's instructions and the
19 terms of this Agreement, (2) to obtain payment with respect to Property held in the Account
20 according to COUNTY's instructions and the terms of this Agreement, or (3) to take any other
21 action required with respect to the Property held in the Account according to COUNTY's
22 instructions and the terms of this Agreement, and in the CUSTODIAN's own name to guarantee
23 as COUNTY's any signature affixed under this Section.
24 12. AMENDMENT AND TERMINATION OF AGREEMENT
25 12.1. Amendment. This Agreement may be amended only by a separate written
26 agreement in accordance with Section 12 of the Treasury Services Master Agreement attached
27 hereto as Attachment C.
28 12.2. Termination.
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1 A. Non-Allocation of Funds - The terms of this Agreement, and the
2 services to be provided under it, are contingent on the approval of funds by the
3 appropriating government agency. If sufficient funds are not allocated, COUNTY and
4 CUSTODIAN may agree on modification to the services provided, or COUNTY may
5 terminate this Agreement, at any time by giving the CUSTODIAN thirty (30) days'
6 advance written notice.
7 B. Breach of Contract - The COUNTY may immediately suspend or
8 terminate this Agreement in whole or in part, where in the determination of the
9 COUNTY there is:
10 i. An illegal or improper use of funds;
11 ii. A failure to comply with any term of this Agreement;
12 iii. A substantially incorrect or incomplete report submitted to the
13 COUNTY; or
14 iv. Improperly performed service.
15 In no event shall any payment by the COUNTY constitute a waiver by the
16 COUNTY of any breach of this Agreement or any default which may then exist on the
17 part of the CUSTODIAN. Neither does any payment impair or prejudice any remedy
18 available to the COUNTY with respect to the breach or default. The COUNTY may
19 demand that the CUSTODIAN repay to the COUNTY any funds disbursed to the
20 CUSTODIAN under this Agreement, which in the judgment of the COUNTY were not
21 expended in accordance with the terms of this Agreement. The CUSTODIAN shall
22 promptly refund any such funds upon demand.
23 C. Without Cause - Under circumstances other than those set forth above,
24 including if it determines that CUSTODIAN's amended service provisions as provided
25 under Section 12.1 are material, COUNTY may terminate this Agreement by giving to
26 CUSTODIAN thirty (30) days' advance written notice of an intention to terminate.
27 Upon termination, CUSTODIAN shall have a reasonable amount of time to transfer
28 the Property held in the Account in accordance with the written instructions of
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1 COUNTY. CUSTODIAN's fees and costs related to termination include only
2 transaction and disbursement charges identified in the fee schedule. CUSTODIAN
3 may terminate the Agreement if required to do so to comply with any law applicable
4 to CUSTODIAN or if required to do so by any regulator with jurisdiction over
5 CUSTODIAN.
6 13. NON-ASSIGNMENT
7 Neither party may assign, transfer, or sub-contract this Agreement, or its rights or duties
8 under this Agreement, without the prior written consent of the other party.
9 14. INSURANCE
10 A. Without limiting the COUNTY's right to obtain indemnification from
11 CUSTODIAN or any third parties, CUSTODIAN, at its sole expense, shall maintain in full force and
12 effect, the following insurance policies or a program of self-insurance, including but not limited to,
13 an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
14 Agreement:
15 B. Commercial General Liability
16 Commercial General Liability Insurance with limits of not less than One Million Dollars
17 ($2,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($4,000,000.00).
18 This policy shall be issued on a per occurrence basis.
19 C. Automobile Liability
20 Comprehensive Automobile Liability Insurance with limits of not less than One Million
21 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
22 include any auto used in connection with this Agreement.
23 D. Professional Liability
24 If CUSTODIAN employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
25 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One
26 Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
27 aggregate.
28
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1 E. Worker's Compensation
2 A policy of Worker's Compensation insurance as may be required by the California
3 Labor Code.
4 F. Additional Requirements Relating to Insurance
5 CUSTODIAN shall obtain endorsements to the Commercial General Liability
6 insurance naming the County of Fresno, its officers, agents, and employees, individually and
7 collectively, as additional insured, but only insofar as the operations under this Agreement are
8 concerned. Such coverage for additional insured shall apply as primary insurance and any other
9 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall
10 be excess only and not contributing with insurance provided under CUSTODIAN's policies herein.
11 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
12 written notice given to COUNTY.
13 Within thirty (30) days from the date CUSTODIAN signs and executes this
14 Agreement, CUSTODIAN shall provide a link to its Memorandum of Insurance which provides
15 additional blanket insured wording; and CUSTODIAN will provide notice that this insurance shall
16 not be cancelled or changed without a minimum of thirty (30) days advance, written notice given
17 to COUNTY.
18 In the event CUSTODIAN fails to keep in effect at all times insurance coverage as
19 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
20 terminate this Agreement upon the occurrence of such event.
21 All policies shall be with admitted insurers licensed to do business in the State of
22 California. Insurance purchased shall be purchased from companies possessing a current A.M.
23 Best, Inc. rating of A (Excellent), FSC-VII or better.
24 15. AUDITS AND INSPECTIONS
25 The CUSTODIAN shall at any time during business hours with reasonable prior written notice
26 by COUNTY, and as often as the COUNTY may deem necessary, make available to COUNTY for
27 examination all of CUSTODIAN's records and data with respect to the matters covered by this
28 Agreement. The CUSTODIAN shall, upon reasonable prior written request by COUNTY, permit
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1 COUNTY to audit and inspect all records and data with respect to the matters covered by this
2 Agreement necessary to ensure CUSTODIAN's compliance with the terms of this Agreement.
3 If compensation paid to CUSTODIAN under this Agreement exceeds ten thousand dollars
4 ($10,000.00), CUSTODIAN is subject to the examination and audit of the California State Auditor
5 for a period of three (3) years after final payment under this Agreement, pursuant to California
6 Government Code section 8546.7. The obligations under this paragraph survive the termination of
7 this Agreement.
8 16. ENTIRE AGREEMENT
9 This Agreement constitutes the entire agreement between CUSTODIAN and COUNTY
10 with respect to the subject matter of this Agreement and supersedes all previous Agreement
11 negotiations, proposals, commitments, writings, advertisements, publications, and understanding
12 of any nature whatsoever unless expressly included in this Agreement. In the event of any
13 inconsistency in interpreting the documents which constitute this Agreement, the inconsistency
14 shall be resolved by giving precedence in the following order of priority: (1) the Commercial
15 Account Agreement (Attachment B) or Treasury Services Master Agreement (Attachment C), as
16 applicable; (2) the body of this Agreement (excluding Attachment "A"); (2) Attachment "A".
17 17. SINGULAR AND PLURAL
18 Where the context permits, singular personal pronouns are deemed to be plural personal
19 pronouns, and vice versa.
20 18. GOVERNING LAW
21 Venue for any action arising out of or related to this Agreement shall only be in Fresno
22 County, California. The rights and obligations of the parties and all interpretation and performance
23 of this Agreement shall be governed in all respects by the laws of the State of California.
24 19. TAXATION OF ACCOUNT
25 19.1. W-9 Certification. COUNTY agrees to provide a completed W-9 or W-8
26 certification, as appropriate, to CUSTODIAN.
27 19.2. COUNTY's responsibility for Filing Tax Returns and Paying Taxes. COUNTY
28 is responsible for filing any and all tax returns and for paying all taxes on Property and income
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1 held in the Account.
2 20. NOTICES
3 The persons and their addresses having authority to give and receive notices under this
4 Agreement include the following:
5
COUNTY CUSTODIAN
6 COUNTY OF FRESNO BMO BANK N.A.
7 PO Box 1247 4400 MacArthur Blvd., #600
Fresno, CA 93715 Newport Beach, CA 92660
8 Attn: Treasurer Attn: Tito Ibarrola
Phone: (559) 600-3487 Phone: (279) 234-0524
9 Email: Investments(o)_fresnocountyca.gov Email: tito.ibarrolaCa)-bmo.com
10
11 All notices between COUNTY and CUSTODIAN provided for or permitted under this
12 Agreement must be in writing and deemed duly served when personally delivered to one of the
13 parties, or in lieu of such personal service, on the fifth (5t") day after depositing in the United States
14 Mail, postage prepaid, addressed to such party, provided that notice to CUSTODIAN or COUNTY
15 may be delivered via fax or by email with an attachment in Portable Document Format (PDF) or
16 similar format.
17 20.1. Change of Address. Either party may change the address at which notice may
18 be given by giving the other party written notice ten (10) days prior to the effective date of the
19 change of address.
20 21. TERM
21 This Agreement is effective on the 1st day of October 2025 and terminates on the 30th day
22 of September 2028. The term of this agreement may be extended for a maximum of two (2)
23 additional one (1) year periods upon determination of satisfactory performance and written
24 authorization of the COUNTY no later than thirty (30) days before the agreement terminates.
25 22. COMPENSATION/INVOICING
26 COUNTY agrees to pay to CUSTODIAN, and CUSTODIAN agrees to receive compensation
27 from COUNTY as provided in Attachment A. CUSTODIAN shall submit monthly invoices to the
28 County of Fresno Treasury Department. All expenses incidental to CUSTODIAN's performance of
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1 services under this Agreement shall be borne by CUSTODIAN. Any fees not paid by COUNTY, or
2 challenged in writing by COUNTY, within thirty (30) days of billing will be charged to the Account.
3 All fees and charges shall first be paid through earnings of the COUNTY in its operating account
4 and reflected in the monthly statement. If those earnings are not sufficient to pay fees and
5 charges, the COUNTY shall timely pay outstanding fees and charges to the CUSTODIAN.
6 23. INDEPENDENT CONTRACTOR
7 In performance of the work, duties and obligations assumed by CUSTODIAN under this
8 Agreement, it is mutually understood and agreed that CUSTODIAN, including any and all of
9 CUSTODIAN's officers, agents, and employees will at all times be acting and performing as an
10 independent contractor, and will act in an independent capacity and not as an officer, agent, servant,
11 employee,joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY has no right
12 to control or supervise or direct the manner or method by which CUSTODIAN performs its work and
13 function under this Agreement. However, COUNTY retains the right to administer this Agreement
14 so as to verify that CUSTODIAN is performing its obligations in accordance with the terms and
15 conditions of this Agreement.
16 CUSTODIAN and COUNTY shall comply with all applicable provisions of law and the rules
17 and regulations, if any, of governmental authorities having jurisdiction over matters that are the
18 subject of this Agreement.
19 Because of its status as an independent contractor, CUSTODIAN has absolutely no right to
20 employment rights and benefits available to COUNTY employees. CUSTODIAN is solely liable and
21 responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
22 addition, CUSTODIAN is solely responsible for, and shall save COUNTY harmless from, all matters
23 relating to payment of CUSTODIAN's employees, including compliance with Social Security
24 withholding and all other regulations governing such matters. COUNTY acknowledges that during
25 the term of this Agreement, CUSTODIAN may be providing services to others unrelated to the
26 COUNTY or to this Agreement.
27 24. STANDARD OF CARE
28 In performing under this Agreement, CUSTODIAN agrees to exercise reasonable care and
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1 is only liable for damages arising out of CUSTODIAN's performance of or failure to perform its duties
2 under this Agreement to the extent that those damages arise directly out of the CUSTODIAN's willful
3 misfeasance, gross negligence, or otherwise from a material breach of CUSTODIAN's standard of
4 care under this Agreement. CUSTODIAN is not liable for the acts or omissions of (i) any broker or
5 other agent to which COUNTY has directed any securities transactions or granted discretionary
6 authority or (ii) any broker or other agent selected by CUSTODIAN with reasonable care; provided,
7 however, that a broker without acts and omissions insurance covering its acts and omissions in
8 connection with this Agreement is deemed to be not selected with reasonable care. In no event is
9 either party to this Agreement entitled to consequential or exemplary damages. In the event of any
10 claim brought by a third party to obtain Account Property, COUNTY agrees to indemnify and defend
11 CUSTODIAN against all demands, costs, and liability, including attorneys' fees.
12 25. CUSTODIAN NOT A FIDUCIARY
13 The parties intend that CUSTODIAN is not a fiduciary of the Account. Accordingly,
14 CUSTODIAN has no power to make decisions regarding any policy, interpretation, practice,
15 procedure, or direction with respect to the Account, but shall perform the ministerial and
16 administrative functions as provided in the Agreement and instructions to CUSTODIAN from
17 COUNTY.
18 26. CONFIDENTIALITY
19 All non-public information and advice furnished by either party to the other shall be treated
20 as confidential and will not be disclosed to third parties unless required by law, including but not
21 limited to the California Public Records Act(California Government Code, Title 1, Division 7, Chapter
22 3.5, beginning with section 6250), except that CUSTODIAN may disclose (a) the identity of
23 COUNTY as a client or client reference of CUSTODIAN; (b) any information to any government
24 regulator of CUSTODIAN.
25 27. SEVERABILITY
26 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
27 otherwise unenforceable, the balance of this Agreement remains in effect.
28
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1 28. DISCLOSURE OF SELF-DEALING TRANSACTIONS
2 This Section is only applicable if CUSTODIAN is operating as a corporation, or during the
3 term of this Agreement changes its status to operate as a corporation. If any member of
4 CUSTODIAN's board of directors is party to a self-dealing transaction during the term of this
5 Agreement, he or she shall disclose the transaction by completing and signing a "Self-Dealing
6 Transaction Disclosure Form" (Exhibit A to this Agreement) and submitting it to COUNTY before
7 commencing the transaction or immediately thereafter.
8 29. CONSTRUCTION
9 The final form of this Agreement is the result of the parties' combined efforts. If anything in
10 this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity is to
11 be resolved by construing the terms of this Agreement according to their generally accepted
12 meaning, and not by construing the terms of this Agreement for or against either party.
13 30. HEADINGS
14 The descriptive headings and Section titles in this Agreement are for convenience only and
15 are not part of this Agreement.
16 31. COUNTERPARTS
17 This Agreement may be signed in counterparts, each of which is an original, and all of which
18 together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory paragraph.
2
3 BMO BANK N.A. COUNTY OF FRESNO
5 r Ernest Buddy M ndes, Chairman of the
Tito l Director Board of Supervisors of the County of Fresno
6 Namee a andnd T Title
7
8 4400 MacArthur Blvd., Ste 600
Attest:
9 Street Address Bernice E. Seidel
Clerk of the Board of Supervisors
10 Newport Beach, CA 92660 County of Fresno, State of California
11
City, State, Zip Code
,
12 By:
Deputy
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16
17 FOR ACCOUNTING USE ONLY:
18
19 Org No.: 0410
Account No.: 7295
20 Fund No.: 0001
Subclass No.: 10000
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Attachment A
1 TREASURY MANAGEMENT SERVICES
2
3 Service Description Unit Price
GENERAL SERVICES'
4 MAINT: FED ISSUES HELD $5.00
MAINT: DTC ISSUES HELD $5.00
5
ONLINE TRANSACTIONS"
6 ONLINE FED PURCHASE/WDRL $5.00
7 ONLINE DTC PURCHASE/WDRL $5.00
SAFEKEEPING ACCOUNT MAINTENANCE $5.00 per account per month
8 TRANSACTIONAL SERVICES"'
9 FED WITHDRAWALS $13.50
DTC WITHDRAWALS $13.50
10 DEPOSITORY INTEREST PAYMENT $4.75
11 JONLINE REPORTS"'
SAFEKEEPING STATEMENT $1.00
12 ADVICE OF POSTED TRANSACTIONS $1.00
ADVICE OF ANTICIPATED TRANS $1.00
13 ADVICE OF ASSSET MATURITY & CALL $1.00
14
15
16 i One unit means one issue held.
17 Unless otherwise indicated, one unit means one purchase or one withdrawal.
One unit means one withdrawal, or one interest payment received.
18iv Advice means a statement generated for a posted transaction, upcoming transaction or upcoming maturity or
call. One unit means one statement generated.
19
20
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23
24
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-17-
• -- Treasury Services Master Agreement
NEGOTIATED
This Treasury Services Master Agreement(this"Master Agreement")is made as of the date appearing on the signature page of
the Bank representative signing this Master Agreement, between COUNTY OF FRESNO("Client") and BMO Bank N.A. ("Bank').
This Master Agreement includes the terms and conditions pursuant to which Bank will provide to Client its treasury and payment
solutions products and services(the"Services"). Any reference in any existing or future agreement between Client and Bank to
a"Global Treasury Management Services Master Agreement"or any other prior services agreement for treasury and payment
solutions products and services shall be deemed to be a reference to this Master Agreement.
In consideration of the mutual promises herein, Client and Bank agree as follows:
1. Services.
• user guides, questionnaires, and other instructions
and manuals for Services provided by Bank (as
Bank will make available to Client the Services selected by updated from time to time, "User Guides").
Client and described on the Service Selection Form, which is If there is any conflict between any term or provision of
part of this Master Agreement(as updated or amended from the Service Documentation for a particular Service and
time to time,the"Service Selection Form'). By completing and the terms and provisions of this Master Agreement, the
signing the Service Selection Form for a particular Service or Service Documentation will control with respect to such
Services, Client selects that Service or Services and agrees to Service to the extent of such conflict. If there is any
the terms and conditions of the related service description, conflict among the Service Documentation for a particular
including any appendices (the "Service Description'), and Service, the Service Description will control to the extent
other Service Documentation (as defined below) for that of the conflict. Terms which are defined in this Master
Services. Client may add Services by submitting to Bank an Agreement have the given meaning when used in the
executed copy of the Service Selection Form for the new Service Documentation unless otherwise specified.
Service. Any other services or features Bank provides in
connection with a Service which are not listed in the Service All deposit account(s) that are enrolled in the Services
Selection Form are also considered"Services"and are subject (the 'Accounts') will remain subject to the applicable
to this Master Agreement and any related Service deposit account agreement (`Account Agreement') and
Documentation. Other than as expressly set forth herein or in Client's use of the Services will also be governed by such
the Service Documentation for a particular Service, the Account Agreement, which is incorporated by reference
Services are only available for commercial cash management in this Master Agreement. If there is any conflict between
banking purposes and may not be used for personal or the applicable Account Agreement and this Master
consumer banking purposes of any kind. Agreement or any Service Documentation, then this
Upon acceptance and approval by Bank of this Master Master Agreement or the Service Documentation
Agreement and the Service Selection Form for the Services controls. Capitalized terms used herein and not otherwise
Client requests, and the completion of any required setup defined shall have the meaning given in the applicable
process, Bank will make the requested Services available to Account Agreement.
Client. If Client does not execute the Service Selection Form (b) Service Changes. Bank may from time to time add to,
for a particular Service, but nevertheless uses that Service in discontinue or modify the Services and may update or
any manner, Client's first such use constitutes Client's make changes in the Service Documentation relating to a
agreement to the Service Documentation for that Service, Service. Bank will give Client notice of any material
including the applicable Service Description, in the form Bank change and such change will be effective as of the date
presented to Client. specified in the notice sent to Client. Bank reserves the
right to notify Client of changes and updates electronically
2. Governing Agreements and Documentation. or by Internet posting, mailing, or other means permitted
by law. The right to change fees and charges and the
(a) Service Documentation. Client's use of the Services is right to change the terms of this Master Agreement are
governed by this Master Agreement and the following addressed in Section 12.
documents(collectively,the"Service Documentation"),all
of which are incorporated by reference into this Master (c) Authorized Individuals; Contact Information. Before
Agreement(as applicable): accessing any Service, Client must provide to Bank (or
there must be on file with Bank)a signed and completed
• Service Descriptions; Certificate of Account Resolutions in the form provided by
• Service Selection Forms; Bank or other form acceptable to Bank ("Account
Resolutions"). The Account Resolutions evidence the
• setup and security instructions and procedures; and proper authority of the persons ("Authorized Individuals")
signing this Master Agreement, the Service Selection
Rev 11/2024_Ver.4.0 Page 1 of 10
Form,and any authorization forms,and provide Bank with assumes no responsibility for Client's reliance on such
any contact information that Bank may require in information which is subsequently updated, verified, or
connection with Client's use of a Service. Bank is entitled corrected.
to rely on such authorization and contact information
according to its terms until Bank receives properly (c) Client's Vendors. If Client engages any third party in
authorized written notice in the form provided by Bank or connection with any Service ("Vendor"), the Vendor is
other form acceptable to Bank that the existing Client's agent. Client is solely responsible for ensuring
authorization and/or contact information is changed or that Client's Vendor complies with Client's obligations
terminated and Bank has a reasonable opportunity to act under this Master Agreement and the Service
on such notice. If Client instead chooses to communicate Documentation (including Security Procedures, as
changes to Bank by some other means, Bank is entitled defined below, relating to the Services). Client is bound
(but not obligated) to rely on such communications and by all information, Orders (as defined herein), entries, or
the changes as having been duly authorized by Client if other instructions provided on Client's behalf by Vendors
Bank in good faith believes the communications came all as though such information, Orders, entries, or other
from someone authorized by Client to deliver it. Bank will instructions were provided by Client. Client confirms that
not be responsible for losses if Client fails to timely and Client grants authority to Vendors to legally bind Client
properly notify Bank of changes in authorization and/or with respect to their use of the Services. Client is liable
contact information. Client must also promptly notify Bank for(i) any Vendor's failure to comply with any of Client's
in writing of any change to Client's name or address. obligations under this Master Agreement and the Service
Documentation, (ii)all fees, costs, and expenses owed to
3. Obligations and Acknowledgments. each Vendor for its services on Client's behalf, and
(iii)any claims, damages, costs, and expenses incurred
(a) Account Statements and Reconciliation. At Client's by Client or Bank as a result of any Vendor's failure to
election, Bank will either provide to Client electronically perform, or delay or error in performing, its services on
through Bank's Online Banking for Business Service Client's behalf.
("OLBB") or by mail periodic statements, notices, (d) Use of Third Parties by Bank. Bank may use the services,
canceled checks, and other information regarding the software, hardware or equipment of third parties to
Accounts and Account activity, including any activity provide or facilitate all or any portion of the Services,
resulting from Services. Client agrees to promptly including call centers, Website hosts, contractors,
examine each such statement, notice, canceled check, processors, and the like. Client agrees that Bank may
and other information (whether originals, images, copies, disclose to any such third party any information regarding
or in other formats) and to promptly notify Bank of any Client necessary to provide the Service and related
erroneous charges, payments, missing or incorrect support to Client.
deposits, credits, debits, or other entries to Accounts
("errors')or other Account problems,including a forged or (e) Money Laundering and Funding of Terrorism. Client
unauthorized signature or alteration, or unauthorized or acknowledges that transactions made on Client's behalf
missing endorsement, in accordance with the may be subject to federal and state laws and regulations
requirements and procedures, including time frames, governing transactions in currency and other monetary
provided in the applicable Account Agreement. If Client instruments relating to money laundering activities and
fails to notify Bank as described above, Bank will not be the funding of terrorism and that such laws and
obligated to re-credit or refund the amount of the error or regulations may impose severe criminal penalties on
Account problem and Client will be precluded from those who participate or assist in such activities or in
asserting the error or Account problem against Bank. If structuring of such activities to avoid reporting
Client makes a claim for an error or problem, Client requirements. Client acknowledges that Bank may
agrees to cooperate with Bank in the investigation of the monitor transactions for compliance with such laws and
situation (including providing an appropriate affidavit as regulations. Client agrees that Client will not engage in
Bank may request) and any effort by Bank to recover any transaction which would violate, or result in a
funds on Client's or Bank's behalf. payment in violation of, federal or state laws or
Unless Bank has otherwise agreed in the Service regulations, including, without limitation, the federal laws
Documentation for any Service Bank provides to Client, and regulations administered by bank regulatory
funds transfers to and from Accounts will be reflected on agencies and the Office of Foreign Assets Control
the periodic statements Bank sends or makes available to ("OFAC')relating to money laundering and the funding of
Client or the applicable Account owner. terrorism.
(b) Electronic Information. Some Services allow Client to (f) Right of Setoff and Security Interest. In addition to its
view and receive information about Account balances, other rights under this Master Agreement and the Account
activity, transactions, and other cash management Agreement, Bank and each of its Affiliates may exercise
information electronically, via the Internet through one of the right of set-off against any or all of Client's Accounts
Bank's access Services, or by other electronic means. and deposits and Client grants Bank a first priority security
interest in all Accounts maintained by Client now or in the
Account information changes frequently and is subject to future with Bank or any of Bank's Affiliates to secure
updating, verification, and correction. Since the payment of any and all obligations regarding Services
information may change during the delay between when provided under this Master Agreement and the Service
the information was last sent to Client or posted by Bank Documentation, whether direct or indirect, absolute or
and when Client receive or access the information, Bank contingent, due or to become due, whether now existing
Rev 11/2024_Ver.4.0 Page 2 of 10
or hereafter arising, and whether several,joint or joint and ("Confidential Service Information"). Client should
several. For purposes of this Master Agreement, disclose the Identification Data and the Confidential
"Affiliate" means any corporation, limited liability Service Information only to Authorized Individuals and
company, or other legal entity that controls, is controlled Vendors who need to know the information in order to
by, or is under common control with another legal entity. carry out their responsibilities with respect to the Services.
Client also agrees to maintain the confidentiality of all
4. Security Procedures. Service Documentation, software, and other proprietary
information regarding the Services which Bank provides
(a) Verification. Bank requires that the authenticity of any to Client.
payment order,Automated Clearing House("ACW)entry,
entry data,batch release,electronic data or transmission, (b) Effective Policies and Procedures. Client represents and
or other instruction to transfer or pay funds or pay, return, warrants to Bank that Client has in place,and will maintain
or issue checks(collectively, "Orders") issued to Bank in and enforce, effective policies and procedures to prevent
Client's name in connection with any Service be verified unauthorized access to the Accounts, the Identification
pursuant to security procedures as provided in this Data, the Confidential Service Information, and the
Master Agreement or in the applicable Service Services, including unauthorized and erroneous
Documentation ("Security Procedures"). Bank may also transmission of Orders and other communications to
require that other instructions Client issues to Bank be Bank. Client agrees to take all steps necessary to ensure
delivered and accepted in compliance with Security the security, accuracy, authenticity, confidentiality, and
Procedures. legitimacy of all communications to Bank and all access
to the Services.
(b) Acceptance of Security Procedures. Client should
carefully review the Security Procedures in light of the (c) Notification of Loss. If at any time any Identification Data
size, amount, and frequency of Client's transactions. or Confidential Service Information has been lost, stolen,
Client's use of each Service indicates Client's agreement or misused, or Client believes that the security of
that the Security Procedures for the Service are communications between Client and Bank may be or has
commercially reasonable. If instead of accepting and been compromised or is in any way insecure, Client must
following the Security Procedures Bank offers, Client notify Bank immediately(with confirmation in writing) and
chooses to communicate to Bank pursuant to some other assist Bank in investigating and remedying the situation.
procedure, Client is refusing the Security Procedures Client's notice will not affect any action taken by Bank,
Bank recommends as commercially reasonable and including transfers made or instructions carried out prior
Client will be bound by any Order or other instruction to the time Bank has received the notice and has had a
issued in Client's name and accepted by Bank in reasonable opportunity to act on it.
compliance with the procedure Client chooses. (d) Obligations of Bank Regarding Confidential Information.
(c) Security Procedure Limitations. Client acknowledges that Except as otherwise provided herein or in any Service
the Security Procedures are used to verify the authenticity Documentation, Bank will maintain the confidentiality of
of, but not to detect errors in, any Order transmitted by the information Client provides to Bank in connection with
Client or in Client's name. From time to time Bank may the Services in accordance with its normal procedures for
at its option use additional procedures to verify or safeguarding commercial customer information, and
authenticate Orders. The Security Procedures do not Bank agrees to use such information only to provide the
verify the actual identity of the users of the Services and Services to Client and as otherwise required by law or
do not monitor the actions of the users to determine permitted in any agreement between Client and Bank.
whether their Orders exceed the scope of their authority. Bank may disclose information (i) which is or becomes
The Security Procedures are in addition to, and do not public other than as a result of disclosure by Bank in
limit, revoke, or affect the authority of any Authorized violation of this Section, (ii) which was or becomes
Individual to transmit Orders or any agreement now or available to Bank on a non-confidential basis from a third-
hereafter existing between Client and Bank relating to party who is not known by Bank to be bound by a
Orders. Bank may continue to rely upon such authority confidentiality agreement with Client with respect to such
and agreements and Bank is authorized to act upon information,(iii)which is developed by Bank separate and
Orders received from persons acting pursuant to such apart from any disclosure by Client, (iv) to Affiliates of
authority or agreements. Bank, or to companies who provide services to Bank as
described in Section 3(d), (v) as permitted under the
5. Confidentiality and Security. Account Agreement or any other agreement between
Client and Bank, (vi) in connection with any litigation
(a) Confidential Service Information. Client agrees that it is involving, or the enforcement of its rights and remedies
Client's responsibility to maintain the security and strict under or in connection with,this Master Agreement or any
confidentiality of all account numbers, codes, and other agreement between Client and Bank,and(vii)to the
identification data, such as customer identification extent required by applicable laws, regulations, or rules,
numbers ("Customer IDs') and passwords ("Customer including, where applicable, the rules of NACHA — The
Passwords')and user identification numbers("User IDs') Electronic Payments Association®or other funds transfer
and passwords ("User Passwords'), provided to or used systems used in connection with a funds transfer
by Client in connection with any Service ("Identification (collectively, "Applicable Law"), or court orders or other
Data") as well as information concerning access to any legal process (including in connection with examinations
Service or Account, including the Security Procedures by banking authorities or to comply with subpoenas,
Rev 11/2024_Ver.4.0 Page 3 of 10
summonses, search warrants, or requests from any of such judgments, decrees or orders would, in
government agencies). Bank's opinion, have a material adverse effect and
(e) Use of Confidential Service Information. All uses of the continue unsatisfied and in effect for a period of more than
Services in accordance with the Security Procedures will ten (10) business days without being vacated,
be deemed to be authorized by and binding on Client or discharged, satisfied or stayed pending appeal; or
the applicable Account owner. Client's failure to protect (e) Unenforceable Provisions. If any provision of this Master
Identification Data and Confidential Service Information Agreement Bank considers material is determined by an
may allow an unauthorized party to(i) use the Service(s), arbitrator in accordance with Section 16 or a court of
(ii)access electronic communications and financial data, competent jurisdiction to be unenforceable.
and (iii)send Orders and communications to Bank or
receive information from Bank. To the maximum extent 7. Termination.
permitted by law, Bank shall have no responsibility or
liability whatsoever for any loss due to any unauthorized (a) This Master Agreement will continue in full force and
Order, instruction or other communication from Client, effect until all Services have been terminated. Any
Client's Vendor, or any Authorized Individual to Bank, Service may be terminated at any time by either Client or
except to the extent that such loss is determined by an Bank upon at least thirty(30)days' prior written notice to
arbitrator in accordance with Section 16 or by a court of the other party. Only the Service specified in such notice
competent jurisdiction by a final and non-appealable order will be terminated, and no other Services will be affected.
to have resulted from Bank's gross negligence or willful (b) Bank may, at its option, immediately and without any
misconduct. notice or other action(i)terminate this Master Agreement
(f) Unencrypted Messages. Client recognizes that or any or all Services upon the occurrence and during
unencrypted messages including email are not secure. If continuance of an Event of Default, and(ii)terminate any
Client chooses to communicate with Bank by email,Client Service if Bank determines that the Service has not been
acknowledges that Bank may rely on the contents of the used by Client for a period of at least 12 months.
email as having been authorized by Client, if Bank (c) Upon termination of any Services under this Master
accepts and acts on it in good faith. Client agrees that Agreement:
Bank may reply to Client in an email with the requested
information. Client assumes the entire risk for any such Client will immediately return to Bank or destroy the
unencrypted electronic communications. originals and all copies (in all formats and media) of
software programs Bank licensed to Client, all User
6. Events of Default. Guides, and all security and access devices with
The occurrence of any of the following shall constitute an respect to those terminated Services.
"Event of Default': Any licenses granted by Bank to Client with respect
to those terminated Services under the applicable
(a) Failure to Pay or Perform. If Client fails to pay when due Service Documentation will automatically terminate.
any amount payable, fails to satisfy any condition Client
is required to satisfy, or fails to observe or perform any (d) Even if this Master Agreement or any or all Services are
agreement or obligation, under this Master Agreement, terminated, this Master Agreement shall continue in full
any Service Documentation, or any other agreement force and effect as to all transactions that Bank began
between Client and Bank; processing before such termination and the provisions of
Sections 5, 8, 9, 10, 13, and 16 will survive any
(b) IncorrectorMisleading Statements. If any representation termination of this Master Agreement and the relevant
or warranty made by Client in this Master Agreement,any Service.
Service Documentation,or any other agreement between
Client and Bank, or any certificate or statement of fact or g. Indemnity.
any other communication from Client to Bank, is found to
have been incorrect or misleading on or as of the date
made in any respect Bank considers material;
(a) Client agrees to indemnify Bank, Bank's Affiliates,
(c) Insolvency, etc. If Client is or becomes insolvent or and each of their respective officers, directors, employees,
bankrupt or is dissolved, liquidated or wound up; or any agents, and service providers (collectively, "Bank Indemnified
substantial assets of Client are seized or otherwise Parties")for, and defend and hold harmless each of the Bank
attached pursuant to legal process or other means;or any Indemnified Parties from and against, any and all actions,
step or proceeding is taken by or against Client under or losses, damages, claims, demands, liabilities, costs, or
in respect of any bankruptcy, insolvency, reorganization expenses, including court costs and reasonable attorneys'
or other similar law affecting creditors' rights, including a fees and expenses(collectively"Claims"), resulting directly or
resolution passed by Client's directors, partners, indirectly from Bank's performance under this Master
managers, or members; or any assignment is made for Agreement or Bank's provision of any Service, except to the
the benefit of Client's creditors;or in the good faith opinion extent that such Claims are determined by a court of
of Bank the financial condition of Client has become competent jurisdiction by a final and non-appealable order to
impaired; have resulted from Bank's negligence,gross negligence,fraud
(d) Judgments. If one or more judgments,decrees,or orders or willful misconduct.
is rendered against Client for the payment of money and
Rev 11/2024_Ver.4.0 Page 4 of 10
(b) Bank agrees to indemnify Client, Client's Affiliates, POSSIBILITY OF, OR COULD REASONABLY FORESEE,
and each of their respective officers, directors, employees, SUCH DAMAGES.
agents,and service providers(collectively,"Client Indemnified TO THE EXTENT THAT PROVISIONS OF APPLICABLE
Parties")for, and defend and hold harmless each of the Client LAW PROHIBIT AN AGREEMENT TO DISCLAIM A BANK'S
Indemnified Parties from and against, any and all Claims RESPONSIBILITY FOR ITS FAILURE TO EXERCISE
resulting directly indirectly from Banks provision of any ORDINARY CARE, BANK'S RESPONSIBILITY TO CLIENT
Service to the extent that such Claims are determined by a UNDER THIS MASTER AGREEMENT AND THE SERVICE
court of competent jurisdiction by a final and non-appealable DOCUMENTATION IS LIMITED TO THE EXERCISE OF
order have resulted from Bank's negligence, gross ORDINARY CARE IN PROVIDING THE SERVICES TO
negligence, fraud or willful misconduct. CLIENT. ORDINARY CARE IS TO BE EVALUATED BASED
ON REASONABLE COMMERCIAL BANKING STANDARDS
(c) The Bank Indemnified Party or the Client Indemnified PREVAILING IN BANK'S INDUSTRY AND LOCATION FOR
Party, as the case may be,will provide the other indemnifying SIMILARLY SITUATED COMMERCIAL BANKS.
party prompt notice of each such Claim received by the Bank Bank's cumulative liability for all loss or damage arising from
Indemnified Party or Client Indemnified Party; provided, or relating to this Master Agreement and any Service,
however,that no failure to so notify the indemnifying party will regardless of the form of action, is limited to direct losses
relieve such party of its obligations under this Master attributable to Bank's gross negligence or willful misconduct
Agreement, except to the extent that the indemnifying party and limited to an amount not to exceed twelve (12)times the
can demonstrate actual prejudice attributable to such failure. fees paid by Client during the month immediately preceding
The indemnifying party will have the right and authority to the month in which the loss or damage was incurred.
control and direct the investigation,defense,and settlement of Bank is not liable for any failure or delay in carrying out any of
such Claim, provided that (a) the Bank Indemnified Party or its obligations under this Master Agreement or any Service
the Client Indemnified Party, the case may be, will be Documentation if such failure or delay results from Bank acting
employ counsel at its own expense, and (b) if a settlement
entitled to participate in the defense such Claim and to in accordance with requirements of Applicable Laws or from imposes an obligation or restriction on the Bank Indemnified acts of God, strike or stoppage of labor, power or equipmentfailure, disruptions in telecommunications systems or the
Party or Client Indemnified Party, or requires the Bank Indemnified Party or Client Indemnified Party to make an financial markets, adverse weather conditions, or any other
admission, the indemnifying party will obtain the prior written cause beyond its control. Bank has no responsibility and will
approval of the Bank Indemnified Party or Client Indemnified incur no liability for any act or failure to act by any other
Party, as the case may be, before entering into any settlement financial institution, intermediary, or any other third party
of such Claim. The indemnifying party will have no liability for including any failure, delay or error by any Federal Reserve
settlements or agreements entered into without its prior written Bank or other intermediary bank in timely presenting data or
consent. The Bank Indemnified Party or Client Indemnified checks to Bank.
Party will provide such cooperation and assistance as may be
reasonably requested by the indemnifying party in connection 10. Fees and Charges.
with the investigation, defense, or settlement of the Claim at Client agrees to pay fees and other charges for each Service
the indemnifying party's expense. as Bank establishes from time to time or maintain
compensating balances as Bank may permit. Bank may
9. Limitation of Liability. amend its fees and charges from time to time in accordance
IN NO EVENT UNDER ANY THEORY SHALL BANK, OR with Section 12 below. Client authorizes Bank to access any
ANY OTHER INDEMNIFIED PARTY HAVE ANY LIABILITY one or more Accounts to debit fees and other charges,even if
TO CLIENT OR ANY OTHER PERSON OR COMPANY FOR doing so creates an overdraft.
ANY CLAIM OR DAMAGE OF ANY KIND (WHETHER IN Bank may provide Client with monthly compensation
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF, statements indicating the fees owing by Client and debited
OR RELATING TO, BANK'S PERFORMANCE UNDER THIS from one or more Accounts for the Services and the interest
MASTER AGREEMENT OR BANK'S PROVISION OF ANY paid or charged to Client. Client will verify the statements and
SERVICE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS notify Bank in writing of any errors, irregularities or omissions
OR DAMAGES ARE DETERMINED A COURT OF within (a) 30 days of the mailing of the compensation
COMPETENT JURISDICTION BY A FINAL AND NOW statement to Client, or(b) if not mailed, within 30 days of the
APPEALABLE ORDER TO HAVE RESULTED FROM delivery or availability of the compensation statement to Client.
BANK'S GROSS NEGLIGENCE OR WILLFUL At the end of the 30-day period it will be conclusively settled
MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL between Client and Bank that the compensation statement is
BANK OR ANY OF ITS AFFILIATES, OR ANY OF THEIR accurate, all fees and amounts charged as set out in the
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, compensation statement are properly chargeable, and Client
AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY will not be entitled to be credited with any sum not credited in
TO CLIENT OR ANY PERSON OR COMPANY FOR the compensation statement.
INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES Notwithstanding the foregoing, Bank has the right at any time
FOR LOST BUSINESS, PROFITS, OR REVENUE, to make adjustments for any amounts improperly credited and
GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF BANK any alleged errors, irregularities, or omissions or to charge
OR ANY SUCH OTHER PARTY IS AWARE OF THE back items for which payment has not been received.
Rev 11/2024_Ver.4.0 Page 5 of 10
Bank may assess finance charges on any amount due to Bank organizational agreement,or any material agreement
under this Master Agreement that is not paid by Client within binding upon it;
thirty (30) days of receipt of Client's statement or an invoice
showing the amount due. (ii) the person or persons signing this Master Agreement
on its behalf are authorized to do so;
11. Notices. (iii) this Master Agreement is its valid, legal and binding
obligation enforceable against it in accordance with
Except as may be otherwise specified in the Service its terms; and
Documentation for a particular Service, all notices and other
communications by Client or Bank relating to this Master (iv) the establishment and maintenance of the Accounts
Agreement and/or any Service Documentation generally shall with Bank and Client's use of the Services are for
be in writing and: legitimate business purposes only and comply fully
• if to Client, addressed to Client's primary address as
with Applicable Law.
shown on Bank's records or, if permitted by law, (b) Representations and Warranties of Bank. Bank
delivered electronically; represents and warrants to Client, and agrees with Client
that:
• if to Bank, addressed to Documentation Analysis and
Control at: BMO Bank N.A., Documentation Analysis (i) its execution, delivery, and performance of this
and Control, 320 South Canal Street, 14W, Chicago, Master Agreement has been duly and properly
Illinois 60606, or at such other address as Bank may authorized by all necessary corporate or other
specify in writing. organizational action and governmental action and
does not violate any provision of law, its charter or
Any notice or communication to Bank will be effective when it by-laws or other organizational agreement, or any
is actually received, and Bank has had a reasonable time to material agreement binding on it,-
act on it. Bank is entitled to rely on any written notice or other
communication that Bank believes in good faith to be genuine (ii) the person or persons signing this Master Agreement
and to have been signed, sent, or authorized by Client's on its behalf are authorized to do so; and
authorized representative. Bank is permitted, at its sole (iii) this Master Agreement is its valid, legal, and binding
discretion, to act on email notices from Client sent to obligation enforceable against it in accordance with
tpsus.service(a)bmo.com or otherwise,although Bank shall be its terms.
under no obligation to do so. Bank reserves the right to give
notices and communications to Client in such form or medium EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN
as Bank considers reasonable and by such means as are THIS MASTER AGREEMENT OR IN ANY SERVICE
permitted by Applicable Law. DOCUMENTATION, BANK MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES, EITHER
12. Amendments. EXPRESS OR IMPLIED,OF ANY KIND WITH RESPECT
TO ANY SERVICE OR BANK'S PERFORMANCE OF
Bank may amend this Master Agreement by written notice sent THE SERVICES, INCLUDING, WITHOUT LIMITATION,
to Client in accordance with Section 11, above. Except as THOSE OF MERCHANT-ABILITY AND FITNESS FOR A
specifically provided in the Service Documentation for any PARTICULAR PURPOSE. NO DESCRIPTIONS OR
Service, any amendment to this Master Agreement(including SPECIFICATIONS CONSTITUTE REPRESENTATIONS
changes in fees and charges)will be effective thirty(30)days OR WARRANTIES OF ANY KIND.
after notice of the amendment is sent to Client. This paragraph
does not apply to the changes and updates described in (c) Agreement to Provide Information. Client agrees that
Section 2 of this Master Agreement under"Service Changes". Client shall promptly furnish to Bank such information
Notwithstanding the foregoing, Bank may amend the fees and respecting Client's business and financial condition, in
charges applicable to a particular Service only with Client's such form and manner, as Bank may reasonably request
consent and such amendments will be effective thirty (30) from time to time. Client represents and warrants to Bank
days after Client has provided such consent. that all such information is true, complete, and correct in
all material respects.
13. Representations and Warranties; Agreement to
Provide Information. 14. Affiliates.
(a) Representations and Warranties of Client. In addition to If Client has one or more Affiliates, Bank may upon request
any other representations and warranties herein or in the provide one or more Services to that Affiliate under this Master
Service Documentation, Client represents and warrants Agreement. If Bank agrees to allow an Affiliate to access a
to Bank, and agrees with Bank,that: Service under this Master Agreement, the Affiliate and Client
must execute and deliver to Bank an addendum to this Master
(i) its execution, delivery, and performance of this Agreement or other appropriate documentation required by
Master Agreement has been duly and properly Bank. Any such Affiliate using Services becomes a party to
authorized by all necessary corporate or other this Master Agreement, the relevant Service Selection Form
organizational action and governmental action and and Service Documentation on a joint-and-several basis as
does not violate any provision of law, its certificate or °Client".
articles of incorporation, by-laws or other
Rev 11/2024_Ver.4.0 Page 6 of 10
15. Other Provisions. 16. Consent to Jurisdiction;Waiver of Jury Trial.
(a) This Master Agreement and the Service Documentation (a) You irrevocably and unconditionally consent and
constituting a part of this Master Agreement together with submit to the exclusive jurisdiction of the courts of the State
the Account Agreement constitute the entire agreement of California sitting in Fresno County and of the United
between Client and Bank with respect to the Services and
supersedes and replaces any previously made proposals, States District Court for the Eastern District of California, and
representations, warranties or agreements, express or any appellate court from any thereof, in any action or
implied, either oral or in writing. proceeding arising out of or relating to this Master Agreement
(b) Client may not assign this Master Agreement or any of or any of the transactions contemplated hereby, and you
Client's rights hereunder without Bank's prior written irrevocably and unconditionally agree that all claims in
consent. Bank may not assign this Master Agreement respect of any such action or proceeding may be heard and
without Client's prior written consent, except that Bank determined in such state court or,to the fullest extent
may assign this Master Agreement, in whole or in part, permitted by applicable law, in such Federal court. You
without such consent to any of Bank's Affiliates or in agree that a final judgment in any such action or proceeding
connection with the merger, consolidation, reorganization shall be conclusive and may be enforced in other jurisdictions
or acquisition of substantially all the assets of Bank. Any
purported assignment of this Master Agreement by Client by suit on the judgment or in any other manner provided by
without Bank's written consent is void. law. Nothing in this Master Agreement shall affect any right
(c) No party's failure or delay in exercising any right or that we may otherwise have to bring any action or
remedy under this Master Agreement will operate as a proceeding relating to this Master Agreement or any of the
waiver of such right or remedy; and no single or partial transactions contemplated hereby in the courts of any other
exercise by a party of any right or remedy under this jurisdiction.
Master Agreement will preclude any additional or further
exercise of such right or remedy or the exercise of any
other right. (b) You irrevocably and unconditionally waive,to the
(d) If a provision of this Master Agreement is held to be fullest extent permitted by applicable law, any objection that
invalid, illegal, or unenforceable, the validity, legality, or you may now or hereafter have to the laying of venue for any
enforceability of the other provisions of this Master action or proceeding arising out of or relating to this Master
Agreement will not be affected or impaired by such Agreement or any of the transactions contemplated hereby in
holding.
any court referred to in paragraph(a)of this Section. You
(e) This Master Agreement is binding upon and will inure to irrevocably waive,to the fullest extent permitted by applicable
the benefit of the parties and their respective successors law,the defense of an inconvenient forum to the
and permitted assigns. Except as explicitly provided
herein,this Master Agreement is not for the benefit of any maintenance of such action or proceeding in any such court.
other person and no other person shall have any right
against Client or Bank hereunder.
(f) Where appropriate, terms defined in this Master (c) EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES,TO THE FULLEST EXTENT PERMITTED BY
Agreement in the singular shall be deemed to include the
APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL
plural and those defined in the plural shall be deemed to
BY JURY IN ANY ACTION OR PROCEEDING ARISING
include the singular. OUT OF OR RELATING TO THIS MASTER AGREEMENT
(g) This Master Agreement may be executed in multiple OR ANY OF THE TRANSACTIONS CONTEMPLATED
counterparts with the same effect as if Client and Bank HEREBY(WHETHER BASED ON CONTRACT,TORT OR
had executed the same document, and all counterparts ANY OTHER THEORY). EACH PARTY HERETO(A)
must be construed together as one instrument. Delivery CERTIFIES THAT NO REPRESENTATIVE,AGENT OR
of an executed counterpart by facsimile or other electronic ATTORNEY OF ANY OTHER PERSON HAS
means is effective as delivery of a manually signed REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
counterpart. SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING
(h) This Master Agreement is governed by and must be WAIVER,AND(B)ACKNOWLEDGES THAT IT AND THE
construed in accordance with the laws of the State of OTHER PARTIES HERETO HAVE BEEN INDUCED TO
California, including the Uniform Commercial Code as in ENTER INTO THIS MASTER AGREEMENT AND THE
effect in the State of California from time to time (the OTHER LOAN DOCUMENTS BY,AMONG OTHER
"UCC"). The parties acknowledge that certain provisions THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
of the UCC contain provisions which by the express terms IN THIS SECTION.
of the UCC may not be varied by agreement of the parties
(a "Non-variable Obligation"). To the extent that any [Remainder of page intentionally blank]
provision of this Master Agreement purports to vary such
Non-variable Obligation, the parties acknowledge that
their respective rights and obligations under this Master
Agreement are subject to the Non-variable Obligation.
Rev 11i2024_Ver.4.0 Page 7 of 10
By signing below, Client and Bank agree to the terms and conditions set forth in this Treasury Services Master Agreement,
effective as of the date set forth in the space provided under Bank's signature below.
COUNTY OF FRESNO * Provide second signature if required by Account Resolutions or
other authorizing documents accepted by Bank.
X 4 �` X
` � 1
By. Oscar J.GarciE ,CPA, By.
Title: Auditor-Controller/Treasurer-Tax Collector Title:
Tax Identification Number: 94-6000512
E I N D by ck y Johnson
BMO BANK N.A.
x
O
Title: Authorized Individual-Jackelvn J. Johnson
Legal Documentation Negotiator-Paralegal
Dated July 17th 2025.
Rev 11/2024_Ver.4.0 Page 8 of 10
SERVICE SELECTION FORM
This Service Selection Form("Service Selection Form")is a part of the Treasury Services Master Agreement(as amended from
time to time"Master Agreement') between COUNTY OF FRESNO("Client')and BMO Bank N.A. ("Bank'). Capitalized terms used
but not defined in this Service Selection Form have the meanings given in the Master Agreement.
Service Selections.
Client hereby elects to receive and requests from Bank the Services identified below in this Service Selection Form. Bank will
provide to Client the Service(s)selected by Client upon Bank's acceptance and approval of this Service Selection Form and the
completion of any required setup process.
Representations and Warranties.
In addition to the terms and conditions included in the Master Agreement:
(a) Client represents and warrants to Bank that Client has received and read the Service Documentation for the Services Client
selects and Client agrees to be bound by all terms, conditions and procedures included in the Master Agreement, this
Service Selection Form, and all applicable Service Documentation.
(b) The person executing this Service Selection Form on Client's behalf certifies to Bank that he or she is an Authorized
Individual, and/or is otherwise authorized to act on Client's behalf, as provided in Client's authorizing documents, with full
power and authority to execute this Service Selection Form on Client's behalf.
Designated Personnel.
Client acknowledges and agrees that when Client specifies to Bank a person as a Corporate Administrator, Designated Contact,
or otherwise,that person has the requisite authority to perform the duties of the position as described in the Master Agreement
and/or the relevant Service Documentation on Client's behalf.
Changes.
If Client wishes to change any of the features or service options for a Service already selected, including changing designated
personnel for a particular Service, Client may do so by having an Authorized Individual complete and execute a setup form
provided by Bank, or some other form acceptable to Bank. If Client chooses to communicate a change to Bank by any other
means, Bank is entitled (but not obligated) to rely on the change communicated to Bank if Bank in good faith believe it was
communicated to Bank by someone authorized to do so on Client's behalf.
Additional Services.
If Client wishes to add a Service, Client must complete a new Service Selection Form for the additional Service and any other
setup documentation Bank may require.
Rev 11/2024_Ver.4.0 Page 9 of 10
SERVICES SELECTED:
❑ Account Validation Service ❑ Foreign Exchange Service
E ACH Fraud Control Service ❑ Liquidity Portal Service
® ACH Origination Service ❑ Loan Pay and Drawdown Service
❑ ACH Third Party Servicer/Sender ❑ Lockbox Distributed Capture Service
❑ Autoconnect Service ❑ Multicurrency Deposit Account Service
❑ BMO Sync ❑ National Retail Lockbox Service
E Check Debit Block Service ® National Wholesale Lockbox Service
E Check Imaging Service ® Online Banking for Business Service
E Cash Vault Service ❑ Online Bill pay Consolidator Service
E Comprehensive Payables/EDI Origination Service ❑ Online Billpay Service
E Comprehensive Payables Service (One or More Pay ❑ Payments with Zelle Service
Types)
E Comprehensive Receivables/EDI Collections Service E Positive Pay Service
❑ Controlled Disbursement Service ❑ Real Time Payment Services
❑ Convenience Pay Service ❑ Regional Lockbox Service(Basic Wholesale,Wholesale,
Hybrid and Retail Lockbox
E Corporate Image Cash Letter Service ❑ Remote Deposit Service
❑ Commercial Sweep to Loan Service ❑ Reverse Positive Pay Service
❑ Commercial Sweep to Loan and Mutual Fund E Safekeeping Service
Service
E Commercial Sweep to Mutual Fund Service ❑ Sweep to Corporate Money Market
❑ Correspondent Image Cash Letter Service E Tax Payment Service
❑ DirectBiller/DirectPay Manager Service ❑ V-PAYO Service
E File Transfer Facility Service E Wire Transfer Service
By signing below,Client selects the Services indicated above and certifies that Client has received,read and agree to
the terms and conditions of the Service Documentation for the selected Services:
COUNTY OF FRESNO " Provide second signature if required by Account
/ Resolutions or other authorizing documents accepted by
X � � Bank.
X
Name: Oscar J.GarchU/ A Name:
Title: Auditor-Controller/rreasurer-Tax Collector
Title:
BMO BANK N.A.
X E- I N D by ck ly�on
0
Its: Authorized Individual-Jackelyn J. Johnson
Legal Documentation Negotiator-Paralegal
Accepted on July 17th , 2025.
Rev 11/2024_Ver.4.0 Page 10 of 10
OneSpan 5ipt
OneSpan Sign Electronic Evidence Summary
Signing Ceremony ID:
ID: 4nhORhvBRGImLmsu93 s8EFZAPk=
Name: County of Fresno
Created: 2025-Jul-1719:42:43 (GMTZ) GMT
Completed: 2025-Jul-1719:44:53 (GMTZ) GMT
Summary document generated: 2025-Jul-18 14:23:11 (GMTZ) GMT
Status Completed
Sender:
Name: Jackelyn Johnson
jackelyn.johnson@bmo.com
Documents:
Electronic Disclosures and Signatures Consent 1 page
COUNTY OF FRESNO TSMA(11-24 VER 4.0) (Final 10 pages
Format) (Fully Executed)
OneSpan Sign Electronic Evidence Summary 2 pages
Recipients:
Name: Jackelyn Johnson
Email: jackelyn.johnson@bmo.com
Role: Owner
ID: AoaAAzxKvSEA
COUNTY OF FRESNO TSMA(11-24 VER 4.0) (Final 2 captures (2 required,0 optional)
Format) (Fully Executed)
Audit Trail:
Date and Time Recipient Action Document IP Other
2025-Jul-17 19:44:18(GMTZ)GMT Jackelyn Johnson View COUNTY OF 24.206.79.84
FRESNO TSMA
11-24 VER 4.0)
Final Format)
Fully Executed)
2025-Jul-17 19:44:44(GMTZ)GMT Jackelyn Johnson Capture Signature COUNTY OF 24.206.79.84 Approval:
FRESNO TSMA( nc02JWOZ9kAZ
11-24 VER 4.0)
Final Format)
Fully Executed)
Copyright 2025,OneSpan.All Rights Reserved.
2025-Jul-1719:44:47(GMTZ)GMT Jackelyn Johnson Capture Signature COUNTY OF 24.206.79.84 Approval:
FRESNO TSMA( EOIEFcf8OpkS
11-24 VER 4.0)
Final Format)
Fully Executed)
2025-Jul-1719:44:53(GMTZ)GMT Jackelyn Johnson Confirm COUNTYOF 24.206.79.84
FRESNO TSMA
11-24 VER 4.0)
Final Format)
Fully Executed)
2025-Jul-1719:44:56(GMTZ)GMT Jackelyn Johnson Download Zip N/A 24.206.79.84
2025-Jul-1814:19:53(GMTZ)GMT Jackelyn Johnson Download Zip N/A 24.206.89.76
2025-Jul-1814:20:43(GMTZ)GMT Jackelyn Johnson Download Zip N/A 24.206.89.76
2025-Jul-1814:22:34(GMTZ)GMT Jackelyn Johnson Download Zip N/A 24.206.89.76
Copyright 2025,OneSpan.All Rights Reserved.
s . u Commercial
NEGOTIATED
Terms and Conditions
This Commercial Account Agreement (the "Agreement') applies to each commercial deposit account established by you with
BMO Bank N.A. or BMO Harris Central N.A. previously, at this time, or in the future, except for deposit accounts governed by the
Deposit Account Agreement for Personal and Business Accounts. In this Agreement, the terms "you" and "your" refer to the
owner(s) of an applicable commercial deposit account (the "Account') and to authorized representatives as appropriate. The
terms"us," "we," and "our" refer to BMO Bank N.A. or BMO Harris Central N.A., as applicable. This Agreement replaces any prior
agreement between you and us regarding the Account. By signing a signature card, signing corporate account resolutions, or
using the Account after the receipt of this Agreement, you accept and agree to all terms and conditions in this Agreement as
may be modified by us from time to time. This Agreement incorporates the Funds Availability Policy attached hereto. The
Account may be used for business purposes only and not for personal, family, or household purposes of any kind.
1. Authorization Forms
We require separate account authorization forms which designate the person or persons authorized to access the Account
and conduct banking business with us and the limitations, if any, on their authority. We will honor such authorization
according to its terms until we receive properly authorized written notice that the existing authorization is changed or
terminated and we have a reasonable opportunity to act on such notice. We will not be responsible for any losses if you fail
to timely and properly notify us of changes in authorization or authorized individuals. You must also promptly notify us in
writing of any change in the name of your company or your address.
If you allow Items to be written and presented before we receive properly completed authorization forms, we may either
refuse to pay the Items (even though there are funds in the Account) or elect to pay the Items, in which event you bear
sole responsibility for such Items. Regardless of our election, we will not be liable to you with respect to such Items or our
handling of the Items.
2. TIN
You must provide us with your Taxpayer Identification Number ("TIN"), certify its authenticity, and provide us with other
requested identification information before the Account is opened. If we have not received your certified TIN and the other
requested information, we may refuse to accept your initial deposit, pay interest on your balances, or permit withdrawals
or transfers, and may close the Account. Any interest paid prior to receipt of your certified TIN is subject to back-up
withholding under IRS regulations.
3. USA Patriot Act
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain,verify,and record information that identifies each person or business entity which opens an Account.
When you open an Account with us, you must provide us with your name, principal and local (if different) address, date of
establishment, employer identification number, and other information. You must also provide us with your organizational
documents when requested. We may also seek identification information about individuals who will have authority over
the Account, initially and in the future. You agree that we may seek information about you from third parties to confirm
06/2025 Ver 5.2 Page 1 of 19
TOM aid ConMOOs(Cot1'd)
your identity and for other Account related purposes. You represent and warrant to us that the information provided to us
by you or on your behalf is true and correct. You understand that we will maintain a record of this information.
4. Separate Agreements
The provisions of this Agreement are in addition to, and not in place of, any separate service or other agreement between
us and you covering your use of banking services for the Account. If there is a conflict between the provisions of this
Agreement and a separate service or other agreement, the separate service or master agreement controls for that service.
S. Fees and Charges;Finance Charges
You agree to pay fees and other charges in connection with the Account as established by us from time to time. You also
agree to pay us our costs and hourly fees for complying with subpoenas or other legal orders and your requests. You
authorize us to debit or otherwise deduct the fees and other charges, and costs from the Account, even if it creates an
overdraft. We may assess finance charges on any amount due us under this Agreement that is not paid by you within thirty
(30)days of receipt of your statement or an invoice showing the amount due.
6. Deposits
Deposits made before the applicable cut-off time on a Business Day are considered made on the day of your deposit.
Deposits made after the applicable cut-off time or on a day which is not a Business Day, are considered made on the next
Business Day. All transactions including deposits (even those for which we have provided a receipt) are subject to final
verification by us. The amount we credit you for a deposit, regardless of our Funds Availability Policy, is provisional and
subject to verification and reversal or adjustment at any time without notice to you if we determine it to be incorrect for
any reason. You agree that we may make adjustments to the Account to reflect the correction of errors at any time.
We reserve the right to (i) refuse to accept deposits or specific Items for deposit; (ii) establish or modify a minimum or
maximum balance that may be maintained in the Account; and (iii) limit the number of deposits and Items deposited. We
will not be liable to you even if such action causes Items to be dishonored and returned.
We will rely on the account number in a deposit record even if it identifies a party different from the entity named in the
record. We are not obligated to identify any inconsistency in identification.
We may from time to time make available night deposit boxes at one or more of our branch locations. Deposits made at
a night deposit box will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use
a night deposit box during the day,the deposit will not be considered received by us until the next Business Day when we
retrieve it and process it. You agree that risk of loss of any deposit to a night deposit box does not pass to us until after
we have retrieved it and processed it. Our records as to the amount of any deposit to a night deposit box shall be final
and binding, and shall be conclusive evidence of the amount of the deposit. The risk of any loss or shortage is expressly
assumed by you.
7. Returned or Fraudulent Items
We have the right to charge the Account for the amount of any deposited Item that is returned to us for any reason unpaid,
or paid and later returned, or is the subject of a breach of warranty claim, or we have reason to suspect is fraudulent,
counterfeit, or invalid for any reason (and reverse or recover any associated interest or earnings credit), even if you have
withdrawn any of the funds or an overdraft in the Account is created or increased. This right to charge the Account is
not affected by expiration of any applicable midnight deadline. We may also impose a service charge. We may, in our
discretion present an unpaid Item for payment again without notice to you.You agree to immediately repay any overdraft
06/2025 Ver 5.2 Page 2 of 19
TOM aid Conuto"S(ConrcQ
caused by any such charge to the Account.
8. Acts and Omissions of Other Banks
If you cash or deposit an Item with us, we act as your collecting agent to collect the Item. We will use reasonable care in
selecting collection banks, but we are not responsible for errors they make including loss of Items in transit.You have the
risk of loss for Items lost, mishandled or destroyed in the collection process. We may charge back or debit the Account
(or any other account of yours with us) for,or otherwise obtain a refund of,the amount of any credit we gave you for the
deposited Item, if the Item is lost, or destroyed or returned unpaid. You agree to assist us in collecting lost, destroyed or
returned Items. You also understand that we are not responsible for the insolvency or neglect, or any action or failure to
act, of any other bank or intermediary in the collection process.
9. Foreign Currencies
Except as provided in any multi-currency agreement or arrangement between us,we may accept deposits in the Account
of Items payable in foreign currencies which are convertible to U.S. dollars. We will credit the Account when we receive
proceeds in U.S. dollars, and you will bear exchange rate exposure until that time. We will convert foreign currencies to
U.S. dollars in accordance with our customary practices. You agree that an Item drawn on a financial institution in a foreign
country may be accepted on a collection basis even after we have taken physical possession of such Item, in which case
the Funds Availability Policy does not apply to such Items. The actual credit for Items payable in foreign currency will be at
the exchange rate in effect at the time of final collection in U.S. dollars and will be net of any fees payable in connection
with the currency conversion.
10. Warranties; Remotely Created Checks
For each Item you deposit with us, or which we cash for you or otherwise give consideration, you make the following
warranties to us in addition to any other warranties under applicable law: all necessary signatures and endorsements have
been placed on the Item and are authorized and genuine, the Item has not been materially altered, you have good title to
the Item, and no defense of any party to the Item is good against you. If any such warranty is breached, we may deduct
the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses.
You agree not to deposit a remotely created check (i.e. a check that is not created by the paying bank and that does not
bear a signature applied, or purported to be applied, by the person on whose account the check is drawn) into the Account.
We reserve the right to reject remotely created checks from any deposit and reduce the amount of the deposit accordingly
or post debit adjustments for the value of any remotely created checks. If you nevertheless deposit a remotely created
check and we accept such remotely created check for deposit, you warrant and guarantee that the person on whose
account the remotely created check is drawn authorized the issuance of the check in the amount stated on the check and
to the payee stated on the check. If any such warranty is breached, we may deduct the amount of the Item from the
Account or otherwise collect from you this amount plus our related fees and expenses. You agree to maintain, at our
request, a balance in a non-interest bearing account with us in the amount we determine based on a percentage of the
amount of remotely created checks you deposit and the return history of such deposits. You further agree to maintain such
balance in such account for a period of at least ninety(90) days after the date of the last remotely created check deposited
prior to closure of the Account to pay us for any amounts due hereunder.
06/2025 Ver 5.2 Page 3 of 19
TOM aid ConlMOOs(Cot1'd)
11.Funds Availability Policy
Funds from your deposits will be available for withdrawal as provided in our Funds Availability Policy which is a part of, and
included with, this Agreement. The Funds Availability Policy may change from time to time without prior notice to you.
12. Check Endorsement Requirements
Our Funds Availability Policy also describes our check endorsement requirements. You agree to abide by our endorsement
requirements and agree that we have no responsibility for your failure to comply with our endorsement requirements.You
agree to indemnify us for and defend and hold us harmless from and against any and all actions, losses, damages, claims,
demands, liabilities, costs, or expenses, including court costs and reasonable attorneys' fees and expenses (collectively,
"Claims"), we may suffer as a direct or indirect result of your failure to comply with our endorsement requirements. You
understand that we may refuse to accept Items not properly endorsed by you. We may, however, supply a missing
endorsement on an Item we accept for deposit or cash.
13. Funds Transfers
The following terms and conditions are in addition to and do not replace any other agreements that we have with you
governing electronic transfers.
(a) System Rules. Except to the extent conflicting with this Agreement (in which event this Agreement will
control to the extent legally permitted), funds transfers (payment orders and ACH entries) to or from the
Account are subject to the rules then in effect for the funds transfer system through which the transfers are
made, including, for ACH transactions, the rules of NACHA-The Electronic Payments Association&, and for
transfers through the funds transfer system of the Federal Reserve Banks, the applicable laws and regulations
of the Board of Governors of the Federal Reserve System and related operating circulars.
(b) Credits. Unless we have otherwise agreed in writing, the periodic statements we provide will notify you of
funds transfer payments and credits received by us for credit to the Account. All credits to the Account for
funds transfers that we receive are provisional until we receive final settlement for the funds except where
otherwise required by applicable law or rule. If we do not receive final settlement, you agree that we are
entitled to a refund (through reversal debit or otherwise) of the amount credited to the Account for that
transfer, together with any associated interest or credit. We have the right to charge the Account for the
amount of any funds transfer credit that we have reason to suspect is fraudulent, erroneous, or invalid for
any other reason (and reverse or recover any associated interest or earnings credit), even if you have
withdrawn any of the funds or an overdraft in the Account is created or increased.You agree to immediately
repay any overdraft caused by any such charge to the Account.
(c) Transfers. You are responsible for the contents of each funds transfer instruction and entry sent to us by you
or on your behalf. In the absence of specific written instruction,we will choose the funds transfer system and
intermediary banks, as necessary to complete your funds transfer. You acknowledge and agree that we and
any bank or intermediary are entitled to rely on the account number and bank identification number which
appear on any payment order issued by you or on your behalf, without any obligation to look at the name of
the receiving customer or bank which may also appear on the payment order.
(d) ACH. You authorize us to debit or credit the Account for ACH entries to or from the Account. ACH entries must
be transmitted to us in accordance with the applicable rules and our policies and procedures. You are
responsible for all entries authorized by you and entries transmitted to, and accepted by, us in accordance
with the ACH procedures, including the security procedures.
06/2025 Ver 5.2 Page 4 of 19
TOM aid ConMOOs(Cot1'd)
14. Dates and Instructions
You agree not to issue or present incomplete, post-dated or conditional Items. You agree that we may, without inquiry or
liability, accept or pay an Item drawn on the Account even though (a) it is received prior to the date of the Item or contrary
to special instructions identified on the Item (whether or not we are aware of such date or special instructions), or(b) the
Item is undated or the date on the Item is more than six months old. If you do not want us to honor an Item, you must
give us a stop payment order.
15. Payment of Items
The order in which you make withdrawals from the Account will not necessarily be the same as the order in which
we post these transactions to the Account, and this posting order may affect whether you incur service fees and
costs associated with overdrafts,as set forth in Section 17 below.You have no right to tell us the order to use
when posting Items or other transactions to the Account.
The Account may be debited on the day an Item is presented by any means, including, for example, electronically, or at
an earlier time based on notification we receive that an Item drawn on the Account has been presented for payment or
collection.
At the end of each Business Day, we will process and post transactions to the Account in the following order, by category
and within each category:
(a) Credits -Any deposits and other credits we receive, prior to the identified cutoff times,will be posted to the
Account Credits for interest will be handled in accordance with category (e) below.
(b) Certain Other Debits - Outgoing wires, most internal transfers to other Accounts with us, transfers to other accounts
initiated through our Online Banking for Business service, cash withdrawals, and checks which were cashed by us,
will be processed based on the amount of the transaction, from lowest to highest.
(c) ACH transactions-All ACH transactions will be processed based on the amount of the transaction from lowest to
highest. If you use a check which is electronically converted by the payee, it will be processed as an ACH
transaction.
(d) Checks-All check transactions will be processed based on the number of the check, from lowest to highest,
regardless of the date on which the check was originally written or the amount of the check.This includes checks
created through a bill payment service, which may have a number that is not in sequence with other checks you
write from your checkbook. If a check number is not available, all numbered checks will be processed first, any
remaining checks will be processed based on the amount of the check, from lowest to highest.
(e) Bank generated transactions-such as fees that are owed to us and interest credits will generally be processed as
they occur.
The description of the Items above is intended to be representative of the most common types of transactions within each
category. Other Items may be debited from the Account even though not specifically listed above.
We may,as a condition of withdrawal, require you to provide identification or information acceptable to us.
06/2025 Ver 5.2 Page 5 of 19
Mr
Terms and Co fths(Corird)
16. Checks Presented Over the Counter
If a check you have written is presented to us "over-the-counter' by someone who is not our customer, we may require
proper identification and may charge a fee. We may dishonor the check if the person refuses to pay the required fee or
provide proper identification.
17. Overdrafts/Insufficient Funds
You agree to limit all withdrawals and transfers from the Account to the amount of the Available Balance in the Account at
the time the withdrawal or transfer is made or initiated. We may, at our option and without notice to you, pay or refuse to
pay Items, and may accept or reject payment orders if there is or would be an insufficient Available Balance in the Account
without regard to whether we may have previously honored Items or accepted payment orders in similar circumstances. If
we honor an Item or accept the payment order and create an overdraft, you agree to be liable for, and immediately repay
any Account deficit resulting from,charges or overdrafts to the Account, however arising, together with our service fee and
the costs we incur to collect the deficit, including, to the extent not prohibited by law, our reasonable attorneys' fees. We
may also place a hold for the amount of the overdraft on the Account. We may, without notice to you, refuse to pay Items,
honor payment orders or permit withdrawals against uncollected funds.
18. Check and Form Specifications
All checks, withdrawal forms, deposit slips, and other forms used in connection with the Account must be on forms
obtained from us or approved by us. You agree that we may refuse to accept for deposit or process any forms presented in
a form that cannot be processed on equipment used in our normal business operations.
19. Signature Requirements; Forgeries and Alterations
You understand that we process Items using high speed automated equipment based on information encoded on such
Items, and we are not required to examine each Item drawn against the Account for dates, signatures, legends, or
indorsements. You agree that we will have no liability to you for failing to detect a forged or missing signature on, or an
alteration of, an Item provided that we exercise ordinary care in the processing of such Item,and you agree that our use of
electronic processing and automated payment of Items without manual verification of signature, or other examination, is
a procedure that does not vary unreasonably from general banking usage and constitutes ordinary care by us in processing
Items. We may collect your signature in connection with the opening or maintenance of the Account, but this does not
create any responsibility on our part to verify signatures on Items and other charges to the Account.
We will have no responsibility for reviewing the number or combination of signatures on an Item drawn against the
Account. Even if you have indicated that more than one signature is required in connection with an Item drawn on the
Account, whether on the Item itself or otherwise, or there are two or more lines on an Item for signature, these are solely
for your internal control purposes and are not binding on us, and you authorize us to honor or pay an Item or transaction
through the Account contrary to the signature requirements you have specified.
20.Facsimile or Mechanical Signatures/Automatic Check Writing Device
You agree that if you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you
use a computer or other device to create and/or sign or indorse Items you have the sole responsibility for securing such
device and the entire risk of unauthorized use,and we may conclusively rely on that signature as your authorized signature
without regard to when, by whom, or by what means such signature may have been made or affixed to an Item. If you
use a facsimile or other mechanical signature (including a stamp)to sign or indorse Items, or if you use a computer or
other device to create and/or sign or indorse Items, we may also conclusively treat as authorized any signature that
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reasonably resembles your facsimile or mechanical signature whether such indorsement was affixed by you or by
someone having no authority to supply your indorsement.
21. Protection Against Unauthorized Items, etc.
You acknowledge that the Account is susceptible to losses from unauthorized, altered, or counterfeit Items and other types
of fraud. We offer a variety of products and services, such as "positive pay" and account blocks and filters, designed to
detect and deter fraud. If you decline to use or fail to implement any of these products and services, or you fail to follow
the procedures necessary for proper use of these products or services, or you fail to follow other precautions reasonable
for your particular circumstances, you understand that there is a substantially greater risk of loss from fraud, and you
agree that (a) you will be treated as having assumed the risk of those losses, (b) you will be precluded from asserting any
claims against us for paying any unauthorized, altered, counterfeit or other fraudulent Item that such product, service, or
precaution was designed to detect or deter, and (c) we will not be required to re-credit the Account or otherwise have any
liability for paying such Items.
22. Internal Controls
You acknowledge that you share responsibility for preventing the fraudulent or unauthorized use of the Account. You agree
to institute and maintain reasonable and effective procedures to ensure the security of your checks and check stock, access
to the Account, and your internal procedures.
23. Lost Checks or Devices
You agree to notify us promptly, both orally and in writing, at the telephone number and address listed on your statement,
of any suspected loss, theft, or unauthorized use of your checks or any card, code, or device permitting access to, or
evidencing the Account. Until we have a reasonable opportunity to act on such notice, we may maintain debits and honor
transactions effected on the Account (except as otherwise provided by law) through the use of any such checks, card, code
or device. We may close the Account, permit withdrawals by you, or issue new evidence of an Account on such conditions
as we may require.
24. Stop Payment Orders
You may instruct us to stop payment on a check that has not been paid. We will not have a duty to stop payment until
you have given us all of the information that we require, including the proper Account name, Account number, check
number and date,the payee and the amount of the check, and we have had a reasonable opportunity to take action prior
to us paying, accepting, cashing, certifying or otherwise acting with respect to, or becoming obligated on, the check. We
reserve the right to require additional information.All of the required information must be correct for the stop order to be
effective. A written order is effective for twelve months unless we agree in writing to a different period. A stop payment
order may be renewed for additional periods as permitted by our procedures and policies then in effect (subject to an
overall maximum of six years) by submitting a written request with the required information prior to expiration of the
then-effective stop payment order. An oral order is effective for no more than 14 days, unless confirmed by you in writing
within that period. We may pay a check after the stop payment order expires or if required by law. Stop payment orders
received after regular banking hours (or a later time as specified by us for a particular service) or on a day which is not a
Business Day are deemed received at the opening of business on the next Business Day. If you have preauthorized us to
make payments out of an Account, stop payment orders must be received by us at least three Business Days before the
payment is scheduled to be made. You may not issue stop payment orders for cashiers checks, certified checks, or other
bank obligations. By placing a stop payment order, you agree to indemnify us for and defend and hold us harmless from
and against any and all Claims incurred by us due to our refusal to pay the Item. You also agree to pay our fees for stop
payment orders.
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25. Interest
Except with respect to CDs as described in Section 35 or as otherwise agreed to by us in writing, interest-bearing accounts
will bear interest at annual rates that we may establish and change from time to time in our discretion and that are
calculated and compounded by such methods as we may establish and change from time to time in our discretion. The
interest rate may be dependent upon the balance in the Account. Unless governing law or regulations specify otherwise,
we reserve the right to pay interest only on Available Balances, not to pay interest on an Account open for less than 90
days or an inactive Account, and not to pay interest accrued but not credited at the time an Account closes. We will not pay
interest on an Account that does not meet eligibility requirements established by law.
26.Checking Subaccounts
For various accounting purposes,the Account(and,for eligible customers,your NOW account) may consist of two
sub-accounts: a transaction sub account and a money market sub-account. The account will still be treated as a single
account for most other purposes including determining any fees, charges, earnings credits, interest calculations and
Available Balances and for information reporting and statement purposes. All deposits or credits to the account will be
credited to your transaction sub-account, and all of your checks, transfers, withdrawals and other debits (collectively,
"Debits") will be deducted from your transaction sub-account. Balances above a threshold level set by us are periodically
transferred into your money market sub-account. As funds in your money market sub-account are needed to pay Debits
and maintain the threshold balance, they are transferred back to your transaction sub-account. Transfers to your
transaction sub-account will be made up to the maximum number of times per period permitted for MMDAs hereunder.
The last permitted transfer will include the transfer of the entire balance of your money market sub-account into your
transaction sub-account.We set the threshold balance and may change it at any time in our discretion. Generally, we will
allow withdrawals from your money market sub-account at any time without prior notice from you. However, in
accordance with Federal Regulation D,we reserve the right to require at least seven (7) calendar days' prior notice that a
withdrawal is going to be made.
27. Statements and Notices;Responsibility
(a) General. At your election, we will either provide to you electronically through our Online Banking for Business
service (the "Website") or by mail at your current address in our files periodic statements ("Statements"), notices
and other information regarding the Account ("Regulatory Disclosures"). In either case, we may assess charges for
such service, as determined by us from time to time. You acknowledge that you are in the best position to discover
the payment of an Item charged to the Account which is unauthorized (e.g., because of a forgery, alteration, or
unauthorized or missing signature) or altered, as well as erroneous charges, debits, or other entries to the Account
(collectively, "errors"). You agree to promptly examine each statement, record, notice, canceled check and other
Items provided or made available to you (whether originals, images, copies or in other formats) and to promptly
notify us of any error or problem. You must notify us of a forged or unauthorized signature, alteration, any other
error or account problem, including an erroneous statement entry, unauthorized or missing indorsement,
discrepancy or improper charge or entry, within a reasonable time under the circumstances (not to exceed 14 days)
after we send or otherwise make available to you your statement, your checks (whether originals, images, copies
or in other formats),or information identifying the transactions or indicating the error or problem. Such notifications
are to be made by calling us or writing to us at the telephone number or address listed on your statement. If you
fail to notify us promptly within the timeframes described above, we will not be obligated to re-credit or refund the
amount of the error or account problem and you will be precluded from asserting the error or account problem
against us. If you make a claim for an error or problem, you agree to cooperate with us as we may request
(including providing an appropriate affidavit) in the investigation of the situation and any effort by us to recover
funds on your or our behalf.
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(b) Consent to Electronic Statements. If you elect to receive Statements and Regulatory Disclosures electronically
through the Website pursuant to Section 27(a) above,you hereby consent to the receipt of such Statements and
Regulatory Disclosures electronically in lieu of paper Statements; provided, however, we may provide paper
Statements at any time.
(c) Unencrypted Email Communication. You recognize that unencrypted messages, including email, are not secure. If
you choose to communicate with us by email,you acknowledge that we may rely on the contents of the email as
having been authorized by you, if we accept and act on it in good faith. You agree that we may reply to you in an
email with the requested information. You assume the entire risk for unencrypted electronic communications.
28. Indemnity and Limitations
IN NO EVENT UNDER ANY THEORY SHALL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR COMPANY FOR ANY
CLAIM OR DAMAGE OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE)ARISING OUT OF, OR RELATING TO, OUR
PROVIDING THE ACCOUNT OR ANY SERVICES RELATED TO THE ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR
DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE
RESULTED FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL WE OR ANY OF OUR
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY TO YOU OR ANY PERSON OR COMPANY FOR
INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS, PROFITS
OR REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF, OR COULD REASONABLY
FORESEE, SUCH DAMAGES.
To the extent that provisions of applicable law prohibit an agreement to disclaim a bank's responsibility for its failure to
exercise ordinary care, our responsibility to you under this Agreement is limited to the exercise of ordinary care in
providing the Account and any services related to the Account. Our ordinary care is to be evaluated based on reasonable
commercial banking standards prevailing in our industry and location for similarly situated commercial banks.
You agree to indemnify us and our affiliates and each of our respective directors, officers, employees, agents, and service
providers (the "Indemnified Parties") from, and defend and hold harmless each of the Indemnified Parties from and
against, any and all Claims directly or indirectly arising out of or relating to our providing the Account or services related to
the Account (including, without limitation, any and all Claims in connection with complying with or responding to
subpoenas, summonses, search warrants, or requests or demands from government agencies), except to the extent that
such Claims are determined by binding arbitration in accordance with Section 46 or a court of competent jurisdiction by a
final and non-appealable judgment to have resulted from our gross negligence or willful misconduct.
29.Transfer and Assignment Restrictions
You are prohibited from transferring or assigning your rights to, or granting a security interest in, the Account without our
prior written consent. You agree to indemnify us for and defend and hold us harmless from and against all claims, losses,
liabilities and expenses incurred by us if you transfer, assign or grant a security interest in the Account (whether or not we
consented to such security interest). Any assignment or pledge of the Account is subject to our prior security interest and
right of set-off.
30.Privacy and Disclosure of Information
We protect the confidentiality of your financial information. We do not disclose information about the Account or
transactions in the Account except as follows: (a) to third parties where it is necessary for completing transfers or tracing
transactions, or resolving errors or claims; (b) to credit bureaus or to verify or disclose the existence, amount, or condition
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of the Account for third parties, such as merchants, or other financial institutions; (c) pursuant to court orders and other
legal process; (d) in connection with examinations by banking authorities or to comply with subpoenas,summonses, search
warrants, or requests from government agencies; (e) to companies affiliated with us; (f) to companies who provide
services to us, such as check printers and data processors; (g) in connection with any litigation involving, or the
enforcement of our rights and remedies under or in connection with, this Agreement or any other agreement between us;
(h) whenever required by law, regulation, or rules, including, where applicable, the rules of NACHA-The Electronic
Payments Association&or other funds transfer systems used in connection with a funds transfer; (i)as permitted under any
other agreement between you and us; and (j) with your consent.
31. No Internet Gambling Transactions
We are subject to the Unlawful Internet Gambling Enforcement Act (the "UIGEA"). You represent and warrant and
agree that you are not engaged in the business of betting or wagering (as such terms are defined in the UIGEA).You
acknowledge and agree that this Account will be subject to closure in the event that you, at any time, engage in the
business of betting or wagering.
32. Termination
We reserve the right to close the Account, with or without cause, at any time with written notice as provided in the
Treasury Services Master Agreement, Section 11. You may, at any time, close the Account after we have received written
notice and have had a reasonable opportunity to act on it. The existence of a zero balance in the Account does not itself
terminate the Account. Our rights under this Agreement will survive the closing or termination of the Account.
33. Pre-Authorized Debits for Loan Payments
Unless other arrangements for loan payments have been agreed upon in writing,you authorize us to charge to the Account
any unpaid amounts or other extensions of credit which may be outstanding at any time. We will attempt to give you
notice prior to debiting the Account, but we are not obligated to do so.
34. Provisions for our Corporate Money Market Deposit Account("MMDA")
(a) Interest Earnings. The daily Collected Balance in the MMDA will earn interest as described in Section 25. However,
no interest will accrue for any day on which the daily Collected Balance falls below our minimum balance
requirement for this type of account. If the average daily Collected Balance for a statement month falls below the
minimum, no interest will accrue for that month. "Collected Balance" means the total of currency deposits made
to the MMDA plus the total amount of checks and other Items deposited which have become available to you
according to our Funds Availability Policy, plus all interest credited to the Account minus all withdrawals and other
debits charged to the MMDA. This balance is calculated daily and is applied to the posted interest rate for that day.
Accrued daily interest earnings will be credited to the MMDA on the last day of the month.
(b) Deposits. After opening the MMDA with the minimum initial deposit, you can make additional deposits at any time.
Generally, your additional deposit may be in any amount, but we reserve the right to refuse or limit the amount of
additional deposits to the MMDA.
(c) Withdrawals. We may, at our option, limit you to no more than a combined total of six (6) transfers and
withdrawals from an MMDA per month, or monthly statement period or cycle, to another account of yours with us
or to a third party, by means of a preauthorized or automatic transfer, telephonic, facsimile, or computer generated
order or instruction, or check, draft, debit card, or other similar order made payable to a third party. The following
transfers would not be subject to, or included in, such six (6)transfer or withdrawal limitation: (i)transfers from an
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MMDA to repay loans originated or serviced by us and associated expenses, (ii) transfers from an MMDA to another
Account, and (iii) withdrawals from an MMDA, in each case when such transfers or withdrawals are made by mail,
messenger, ATM, or in person or when such withdrawals are made by telephone via a check mailed to you.
We may, at our option, decline any withdrawal or transfer that exceeds these limits or we may charge a fee for
any withdrawal that exceeds these limits. If you exceed these withdrawal limitations, we reserve the right to
change the MMDA to another type of deposit account that pays a lower rate of interest or no interest, but has
more flexible withdrawal capabilities, or we may close the Account.
(d) Notice of Withdrawal. Generally, we will allow withdrawals from the MMDA at any time without prior notice.
However, in accordance with Federal Regulation D,we reserve the right to require at least seven (7) calendar days'
prior written notice that a withdrawal is going to be made.
(e) Closing. Either you or we may close the MMDA at any time. The MMDA may continue to earn interest upon closing.
Any accrued interest may be credited to the Account.
35. Certificate of Deposit(Time Deposit)Accounts
This section applies to certificate of deposit (time deposit)Accounts ("CDs"). If there are any conflicts between the
provisions of this section and any other provisions of this Agreement insofar as they relate to CDs, the provisions of this
section shall control. We will provide you with a Certificate of Deposit Account Disclosure describing certain specific terms
and conditions of each CD, such as the maturity date, interest rate, interest payment terms, interest computation method,
renewal provisions,and early withdrawal terms, including any applicable early withdrawal fees. Unless otherwise provided
in the Certificate of Deposit Account Disclosure, the rate of interest paid, interest computation method, renewal provisions,
and early withdrawal terms of the CD will not change during its term. CDs are not eligible for check transactions or funds
transfer and other treasury management services. Periodic statements will not be provided for CDs.
36.Security Interest; Set-off
(a) Security Interest. You grant us and each of our Affiliates a first priority security interest in all Accounts owned by
you, now or in the future, with us or any of our Affiliates, to secure payment of any or all obligations (including for
service fees and charges) you may have to us or any of our Affiliates, whether direct or indirect, absolute or
contingent, due or to become due, whether now existing or hereafter arising, and whether several,joint or joint
and several, regardless of whether another party is also liable for such obligations or such obligations relate to the
Account, a credit agreement, or other circumstances. For purposes of this Agreement, "Affiliate" means any
corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common
control with another legal entity.
(b) Set Off. In addition to our rights under this Agreement or otherwise, we and each of our Affiliates may exercise the
right of set-off against any or all of your Accounts and deposits except as prohibited by applicable law. If you have
any obligation to us or any of our Affiliates, under this Agreement or otherwise, whether or not then due, we can
use the funds or balances from any Account you have with us or any of our Affiliates to pay or satisfy the
obligation or may set off against any amount we owe you in order to obtain payment of such obligation. Except as
may be restricted by applicable law, this right may be exercised at any time and without prior notice, regardless of
whether it creates an overdraft or results in subsequent dishonor of checks or request to transfer funds. If the law
imposes conditions or limits on our ability to take or setoff funds in your Accounts, to the extent that you may do
so by contract, you waive those conditions and limits and you authorize us to apply funds in any or all of your
Accounts to obligations you owe us or our Affiliates.
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(c) Claims on the Account. You also grant us the right to terminate or place a hold on, and dishonor all Items drawn on
the Account that you have assigned or in which you have granted a security interest to any third party (whether or
not we consented to such security interest). upon receipt of oral or written notice from any party of a claim
regarding the Account, we may place a hold on the Account. You agree to indemnify us for and defend and hold us
harmless from and against our failure or refusal to honor any Item drawn on a pledged or encumbered Account or
any other withdrawal instruction.
37. Legal Process
We may comply with any writ of attachment, adverse claim, execution,judgment, garnishment, tax levy, citation to
discover assets,turnover or restraining order, subpoena, warrant or other legal process, however served or made which
we believe to be valid. Any such legal process is subject to our security interest and rights of set-off. We may, in our
sole discretion, respond to legal process by placing a hold on funds in the Account subject to such legal process, close the
Account, or interplead the funds.You agree to pay us all of our fees and expenses, including reasonable attorneys' fees in
responding to any such legal process, which fees and expenses may be charged against the Account even if an overdraft
is created. We may also create a hold on the Account in anticipation of such fees and expenses. We will have no liability
for complying with such legal process, or if there are insufficient funds available in or another restriction on the Account
because of actions we take in response to such legal process. We may also place a hold on the Account and conduct an
investigation if we suspect there to be fraud or illegal activity associated with the Account.
38.Accounts That May Be Eligible for Pass-Through Deposit Insurance
This section applies as of the compliance date of the FDIC's Rules and Regulations for Recordkeeping for Timely Deposit
Insurance Information, 21 CFR Part 370. If you have opened an Account on behalf of the beneficial owner(s) of the funds
in the Account(for example as an agent, nominee, guardian, executor, custodian or in some other capacity for the benefit
of others), the Account may be eligible for"pass-through" deposit insurance from the FDIC. This means the Account could
qualify for more than the standard maximum deposit insurance amount. For such Accounts, in order for us to comply with
§370.5(a) of the FDIC's Rules and Regulations, if the Account has transactional features (such as check writing capability
and/or the use of Debit Cards) as defined in §370.20) of the FDIC's Rules and Regulations, you must agree to provide a
record of the interests of the beneficial owner(s) in accordance with the FDIC's requirements as specified below. Following
these procedures may minimize the delay that these beneficial owner(s) may face when accessing their FDIC-insured funds
in the event of a bank failure. Section 370 of the FDIC's Rules and Regulations can be accessed on the FDIC's website at
https://www.fdic.gov/regulations/laws/rules/2000-9200.html.
The FDIC has published a guide that describes the process to follow and the information you will need to provide in the
event the bank fails. In addition,the FDIC has published an addendum as section VIII of the guide (the "Addendum"), which
is a good resource to understand the FDIC's alternative recordkeeping requirements for pass-through deposit insurance. The
Addendum sets forth the FDIC's expectations for demonstrating eligibility for pass-through deposit insurance coverage for
deposit accounts, including those with transactional features. The Addendum also describes the records you should keep on
the beneficial owner(s) of the funds and the format in which to provide the records to the FDIC in the event the bank fails.
The Addendum can be accessed on the FDIC's website at https://www.fdic.govldeposit/deposits/brokers/part-370-
apoendix.html.
You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in the Account
at any time. In the event the bank fails and the FDIC is appointed as its receiver, you agree to provide the FDIC with the
information described above in the required format within 24 hours of bank failure for all Accounts with transactional
features and any other Accounts to which you need rapid access. As soon as the FDIC is appointed, a hold or freeze may
be placed on the Account so that the FDIC can conduct the deposit insurance determination. That hold or freeze will not
be released until the FDIC obtains the information required to enable the FDIC to calculate the deposit insurance. You
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understand and agree that your failure to provide the required information to the FDIC may result in a delay in receipt of
insured funds by the beneficial owner(s) and legal claims against you from the beneficial owner(s). This Agreement
survives after the FDIC is appointed as our receiver, and as a result, the FDIC shall be entitled to enforce the terms of this
section.
39.Governing Law
This Agreement, the Account, and transactions in the Account are subject to the laws and regulations of the United States
and of the State of California(including the California Uniform Commercial Code, as in effect from time to time), and
applicable rules and regulations. To the extent any such laws, rules or regulations may be modified or supplemented by
agreement of the parties and the provisions of this Agreement or any other agreement or document applicable to the
Account or transactions have done so,you and we agree to such modifications and supplements. To the extent any term
or condition in this Agreement is inconsistent with such laws, rules or regulations it will be deemed modified and applied
in a manner consistent with such laws, rules or regulations.
40.Certain Instructions
If you ask us to follow instructions which we believe expose us to potential liability or claims,we may refuse to follow your
instructions, or we may require a surety bond or other protections satisfactory to us, such as your indemnity, before we
follow the instructions.
41. Inactive Accounts
If an Account has had no withdrawal or deposit activity, and we have had no contact from you regarding the Account for
eighteen (18) months, we may consider the Account inactive and stop sending Account statements. Service fees and other
terms applicable to active accounts will apply to the Account while it is inactive except where prohibited by law. An
inactive Account may be subject to additional fees. You understand that under state abandoned property laws, we must
turn over to the state the Account if it has been inactive for a specified period of time as prescribed by applicable law.
42. Relationship
The relationship created by any deposit is that of debtor and creditor and otherwise the relationship between us is that of
independent contractor. No fiduciary or other special relationship exists except as required by law.
43. Recording
You authorize us to monitor, record, and retain telephone calls, electronic messages and other data transmissions at any
time without notice for any reason including to provide a record of instructions with respect to the Account, but we are not
obligated to do so.
44.Miscellaneous
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality
or enforceability of the remaining provisions of this Agreement will not be affected or impaired as a result. We may waive
any provision of this Agreement, but the waiver will apply only to that provision and on that occasion. In no event is any
waiver or series of waivers to be construed as creating or requiring a waiver of any provision in the future.
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45. Facsimiles and Email
We may, in our discretion, accept facsimiles of Account documentation and related matters as originals. Email
communications from you, including instructions, are not binding on us and do not constitute notice to us as contemplated
by this Agreement unless we otherwise expressly agree in writing.
46. Consent to Jurisdiction;Waiver of jury Trial.
(a) You irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the courts of the State of
California sitting in Fresno County and of the United States District Court for the Eastern District of California , and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the
transactions contemplated hereby, and you irrevocably and unconditionally agree that all claims in respect of any such
action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable
law, in such Federal court. You agree that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that we may otherwise have to bring any action or proceeding relating to this Agreement
or any of the transactions contemplated hereby in the courts of any other jurisdiction.
(b) You irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection that you
may now or hereafter have to the laying of venue for any action or proceeding arising out of or relating to this Agreement
or any of the transactions contemplated hereby in any court referred to in paragraph (a) of this Section. You irrevocably
waive, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.
(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
47.Amendment
From time to time, we may amend, add to or change (an "amendment') the provisions of this Agreement. Amendments
will be communicated by notice given to you by mail or if permitted by law, electronic notice, and will be effective on the
date indicated in the notice. If an effective date is not indicated, the effective date will be ten (10) Business Days from the
date the notice was sent. If you do not wish to be bound by an amendment, you may close the Account before the
effective date of the amendment. Your continued use of the Account after the effective date is deemed your agreement to
the amendment. Any other amendment will be effective only if it is in writing and signed by our duly authorized officer.
A change in our,funds availability or operating procedures does not constitute an amendment of this Agreement and we
may effect such changes without prior notice to you. Notwithstanding the foregoing, we may change the interest rates,
fees or service charges applicable to the Account only with your consent.
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48.Entire Agreement
This Agreement, including our Funds Availability Policy and information specifically referred to in this Agreement, and any
separate service or master agreement in effect constitutes the entire agreement between us regarding the subject matter
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of this Agreement and supersedes any and all prior representations, warranties, understandings and proposals. There are
no oral agreements between us. You acknowledge that you have not relied on any representation or warranty, express or
implied, or other understanding or proposal not contained in this Agreement, the Funds Availability Policy or information
specifically referred to in this Agreement, or any separate service or master agreement in effect. This Agreement is binding
upon and for the benefit of the account owners, their permitted successors and assigns, and us and our successors and
assigns. This Agreement also applies to each of your subsidiaries and affiliates which have an Account with us or have
access to the Account as if it were a party to this Agreement. You represent and warrant to us that you have the authority
to act for and bind such subsidiaries and affiliates to this Agreement, and agree to be responsible for any unpaid fees,
charges or other obligations of such subsidiaries or affiliates. Otherwise, except as expressly provided in this Agreement,
this Agreement is not for the benefit of any other person, and no other person will have any right against you or us in
connection with this Agreement.
49.Cash Withdrawals
If you request to withdraw large amounts in cash, we may place reasonable restrictions on the time and place of your
withdrawal based on our security and operational considerations.
50.Defined Terms
Available Balance—means the most current record we have about the balance in the Account that is available for
withdrawal from the Account.
Business Day—means every day except Saturdays, Sundays or federal holidays.
Item—includes a check, draft, demand draft, preauthorized draft, or other order or instruction for the payment,transfer, or
withdrawal of funds (including a withdrawal slip), and electronic transactions (including ACH, ATM and POS).
06/2025 Ver 5.2 Page 16 of 19
General Funds Availability Policy Cornmwcial Checking Accounts
Our general policy for Commercial Checking Accounts (including Commercial Checking, Commercial NOW and Commercial Money
Market) is to make the funds from your wire transfers and electronic direct deposits available to you on the Business Day we
receive the deposit. Funds from cash deposits will be made available to you on the day of deposit. Funds from check deposits
will be made available to you according to the Availability Schedule assigned to your check deposits. The length of delay varies
depending on the type and method of deposit, and is explained below. Once the funds are available, we will use the funds to
pay checks you have written or you can withdraw the funds in cash.
Determining Availability
For purposes of this Funds Availability Policy, every day is a "Business Day" except Saturdays, Sundays and federal holidays. If
you make a deposit before our cut-off time on a Business Day that we are open, we will consider that day to be the day of your
deposit. The cut-off time for deposits made at a branch is the closing time of the branch where the deposit is made. Deposits
made at a night drop location or night depository will be retrieved and verified by us once at the beginning of each Business
Day. Therefore, if you use a night drop during the day, that deposit will not be considered received by us until the next Business
Day when we retrieve it and process it. The cut-off time for deposits made in connection with certain banking services that we
offer may vary; the earliest cut-off time is 4:00 p.m. Central Time (except with respect to certain vault services, for which
cut-off times range between 1:00 p.m. ET and 5:00 p.m. PT). Please review the service agreements that govern these banking
services to determine the applicable cut-off times. If you make a deposit after our cut-off time or on a day that we are not
open, we will consider that the deposit was made on the next Business Day we are open.
Immediate Availability
Cash deposited at branches or through the mail before the cut-off times listed above will be available for immediate use on the
day that we receive the deposit. Because we cannot process deposits made until we receive them, we strongly recommend
that you do not send cash deposits through the mail. Cash deposited after the cut-off times will be available on the next
Business Day after we receive the deposit.
Same Day Availability
Funds from the following types of deposits will generally be available on the Business Day we receive the deposit:
■ Federal Reserve Bank wire transfers
■ Preauthorized electronic credits
Next Day Availability
Funds from the following types of deposits will generally be available on the next Business Day after the day we receive the
deposit:
■ U.S.Treasury checks
■ Checks drawn on and drafts payable through us.
■ Federal Reserve Bank checks, Federal Home Loan Bank checks,and postal money orders
■ State and local government checks
■ Checks drawn on banks located inside the United States of America
Other Check Deposits
Subject to Section 9 of the Commercial Account Agreement, funds from all other checks will generally be available no later than
the second Business Day after the day of your deposit. The first $275 of these deposits, however, will be available on the first
Business Day after the day of your deposit.
06/2025 Ver 5.2 Page 17 of 19
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Cashing a Check Not Drawn On Us
If we cash a check that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are
already in your checking account or another account you have with us (or one of our affiliates). Those funds will be available at
the time funds from the check we cashed would have been available had you deposited it.
Longer Delays May Apply To Some Deposits
In some cases, we will not make all of the funds that you deposit by check available to you as described above. In these cases,
funds will generally be available on the second Business Day after we receive your deposit; however, the first $275 of your
deposit, will still be available on the first Business Day. If we are going to delay availability, we will notify you at the time you
make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of
our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the
day after we receive your deposit. We will also tell you when the funds will be available. If your deposit is not made directly
through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no
later than the day after we receive your deposit.
If you will need the funds from a deposit immediately, you should ask us when the funds will be available.
In addition,funds you deposit by check may be delayed for a longer period under the following circumstances:
■ If we believe a check deposited will not be paid
■ If deposited checks total $6,725 or more on any one day
■ If you redeposit a check that has been returned unpaid
■ If you have overdrawn your account repeatedly in the last six months
■ If there is an emergency situation such as a failure of communications or computer equipment,or severe weather
We will attempt to notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the
funds will be available. Funds will generally be available no later than the seventh Business Day after the day of your deposit.
Additional Information Concerning Your Accounts
Endorsement Requirements
Payee endorsements are restricted by federal law to an area up to 1.5 inches from the trailing edge of a check. The trailing
edge is defined as the left side of the check when looking at it from the front. The endorsement area reserved for the bank of
first deposit is the area 3.0 inches from the leading edge of the check and 1.5 inches from the trailing edge of the check. The
leading 3.0 inches is the area designated for endorsements of subsequent collecting banks. While checks may vary in size,the
size of the areas designated for payee endorsement will always be as described above.
Legibility of Endorsements
Endorsements or other writing or markings on the reverse side of checks by issuers, payees, or endorsers should be limited
to the space reserved for the payee's endorsement as described above. Otherwise, the endorsement of the depository bank
may be obscured, and this may delay the return of the check or the notice of nonpayment. You shall be liable for any loss or
damages arising from this condition.
Sufficient Balances
While funds will be made available based on the preceding time frames, you remain responsible for ensuring that sufficient
ledger balances and Available Balances are kept or deposited to cover all withdrawals and other charges against the Account. If
a deposited check is returned unpaid, we retain the right to charge that item back to the Account even though the funds for
that check were made available. You remain responsible to immediately repay any overdrafts.
06/2025 Ver 5.2 Page 18 of 19
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If you have any questions regarding this policy,or about the availability of any deposit you make, please contact the Client
Response Center at1-877-895-3278.
International Items
All international items should be directed to:
Mailing Address: Overnight/ Courier:
BMO Bank BMO Bank
Naperville Operations Center Naperville Operations Center
Attn: Foreign Collections Attn: Foreign Collections
PO Box 5731 1200 E. Warrenville Road
Carol Stream, IL 60197 Naperville, IL 60593
Availability Schedules are subject to change without notice.
06/2025 Ver 5.2 Page 19 of 19
Exhibit A
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
A-1
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
A-2