HomeMy WebLinkAboutBanking Service Agreement - Final.pdf 1 BANKING SERVICES AGREEMENT
2 This Banking Services Agreement ("Agreement") is dated October 1, 2025 and is
3 between BMO Bank N.A., a national banking association ("Bank" or "Contractor") whose
4 address is 320 South Canal Street, Chicago, IL 60606, and the Auditor-Controller/Treasurer-Tax
5 Collector ("Treasurer") on behalf of the County of Fresno, a political subdivision of the State of
6 California.
7 Recitals
8 A. Government Code section 53649 authorizes the Treasurer to enter into an agreement
9 with a depositary relating to any deposit which in his or her judgment is to the public advantage.
10 B. The Treasurer and the Bank previously entered into agreements for banking and lockbox
11 services for the Treasurer, most recently on October 1, 2020, which expires on September 30,
12 2025 .
13 C. The Treasurer has a continuing need for banking services for the Treasurer.
14 D. The Treasurer issued a request for proposals for banking, custody and lockbox services
15 (RFP No. 25-050) for a maximum term of five years and the Bank responded to the RFP and
16 made a proposal to provide such services for that term. The Bank's deposits are insured by the
17 Federal Deposit Insurance Corporation to the extent permitted by law.
18 E. On January 16, 2025, the Treasurer released Request for Proposal (RFP) No. 25-050
19 seeking qualified vendors to provide banking services. Bank submitted a proposal for banking
20 services. Bank received the top rank from an independent assessment conducted by an
21 evaluation committee and was selected as the vendor for contract award. The Treasurer now
22 wishes to enter into a contract with the Bank for banking services according to the terms of this
23 Agreement. The Treasurer wishes to deposit with the Bank, subject to Title 5, Division 2, Part 1,
24 Chapter 4, Article 2 (beginning with section 53630) of the California Government Code, monies
25 in the Treasurer's custody in an aggregate amount on deposit at any one time not exceeding the
26 total of the shareholders' equity and surplus of the Bank.
27 F. The Bank is ready, willing, and able to provide banking services according to the
28 standard terms applicable to such banking and other treasury management services and terms
1
1 of this Agreement.
2 The parties therefore agree as follows:
3 Article 1
4 Contractor's Services
5 1.1 Scope of Services. The Contractor shall perform all of the services provided in
6 Exhibit A to this Agreement, titled "Scope of Services."
7 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
8 able to perform all of the services provided in this Agreement.
9 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
10 applicable federal, state, and local laws and regulations in the performance of its obligations
11 under this Agreement, including but not limited to workers compensation, labor, and
12 confidentiality laws and regulations.
13 Article 2
14 County's Responsibilities
15 2.1 The Treasurer shall maintain proper authorization forms for all accounts and provide
16 timely notice of any changes to authorized personnel or account structures.
17 2.2 The Treasurer shall ensure compliance with Government Code Section 53652
18 regarding collateral ization of deposits and monitor collateral adequacy on an ongoing basis.
19 2.3 The Treasurer shall provide necessary files and data transmissions in the formats
20 and timeframes specified in the service descriptions, including positive pay files, ACH files, and
21 reconciliation data.
22 Article 3
23 Compensation, Invoices, and Payments
24 3.1 The Treasurer agrees to pay, and the Contractor agrees to receive, compensation
25 for the performance of its services under this Agreement as described in Exhibit B to this
26 Agreement, titled "Compensation."
27 3.2 Compensation. The Treasurer shall make annual payments to the Contractor when
28 Analysis Fees exceed the Earnings Credit Rate for the fiscal year. As an incentive, the
2
1 Contractor will waive all Account Analysis Fees during the initial six-month period of this
2 contract. The Treasurer agrees to provide compensation to the Contractor in accordance with
3 the terms specified in Attachment B, and the Contractor agrees to accept such compensation.
4 Any fees not paid by the Treasurer, or not formally contested in writing, within sixty (60) days of
5 invoice date will be automatically debited from the designated Account. All fees and charges
6 shall be paid primarily through earnings generated in the Treasurer's operating account, as
7 reflected in monthly statements. Should operating account earnings prove insufficient to cover
8 all charges, the Treasurer must remit any outstanding balance directly to the Contractor in a
9 timely manner. The Contractor acknowledges that the Treasurer is a local government entity,
10 and does so with notice that the Treasurer's powers are limited by the California Constitution
11 and by State law, and with notice that the Contractor may receive compensation under this
12 Agreement only for services performed according to the terms of this Agreement and while this
13 Agreement is in effect, and subject to the maximum amount payable under this section. The
14 Contractor further acknowledges that Treasurer employees have no authority to pay the
15 Contractor except as expressly provided in this Agreement.
16 3.3 Invoices. The Contractor shall submit monthly account analysis statements and
17 invoices to Treasurer, 2281 Tulare Street, Fresno, CA 93721, treasurer(a)fresnocountyca.gov.
18 The Contractor shall submit each invoice within 60 days after the month in which the Contractor
19 performs services and in any case within 60 days after the end of the term or termination of this
20 Agreement.
21 3.4 Payment. The Treasurer shall pay correctly completed and timely submitted annual
22 invoice within 45 days after receipt. The Treasurer shall remit any payment to the Contractor's
23 address specified in the invoice.
24 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
25 expenses that are not specified as payable by the Treasurer under this Agreement.
26 Article 4
27 Term of Agreement
28 4.1 Term. This Agreement is effective on October 1, 2025 and terminates on September
3
1 30, 2028, except as provided in section 4.2, "Extension," or Article 6, "Termination and
2 Suspension," below.
3 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
4 year periods only upon written approval of both parties at least 30 days before the first day of
5 the next one-year extension period. The Auditor-Controller/Treasurer-Tax Collector or his or her
6 designee is authorized to sign the written approval on behalf of the Treasurer based on the
7 Contractor's satisfactory performance. The extension of this Agreement by the Treasurer is not
8 a waiver or compromise of any default or breach of this Agreement by the Contractor existing at
9 the time of the extension whether or not known to the Treasurer.
10 Article 5
11 Notices
12 5.1 Contact Information. The persons and their addresses having authority to give and
13 receive notices provided for or permitted under this Agreement include the following:
14 For the County:
Auditor-Controller/Treasurer-Tax Collector
15 County of Fresno
2281 Tulare Street#105
16 Fresno, CA 93721
Phone: (559) 600-3487
17 yca.gov
18 For the Contractor:
Director, Government Relationship Manager
19 BMO Bank N.A.
4400 MacArthur Blvd., #600
20 Newport Beach, CA 92660
Phone: (279) 234-0524
21 ivia�WkdI.
22 5.2 Change of Contact Information. Either party may change the information in section
23 5.1 by giving notice as provided in section 5.3.
24 5.3 Method of Delivery. Each notice between the Treasurer and the Contractor
25 provided for or permitted under this Agreement must be in writing, state that it is a notice
26 provided under this Agreement, and be delivered either by personal service, by first-class
27 United States mail, by an overnight commercial courier service, by telephonic facsimile
28 transmission, or by Portable Document Format (PDF) document attached to an email.
4
1 (A) A notice delivered by personal service is effective upon service to the recipient.
2 (B) A notice delivered by first-class United States mail is effective three Treasurer
3 business days after deposit in the United States mail, postage prepaid,
4 addressed to the recipient.
5 (C)A notice delivered by an overnight commercial courier service is effective one
6 Treasurer business day after deposit with the overnight commercial courier
7 service, delivery fees prepaid, with delivery instructions given for next day
8 delivery, addressed to the recipient.
9 (D)A notice delivered by telephonic facsimile transmission or by PDF document
10 attached to an email is effective when transmission to the recipient is completed
11 (but, if such transmission is completed outside of Treasurer business hours, then
12 such delivery is deemed to be effective at the next beginning of a Treasurer
13 business day), provided that the sender maintains a machine record of the
14 completed transmission.
15 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
16 nothing in this Agreement establishes, waives, or modifies any claims presentation
17 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
18 of Title 1 of the Government Code, beginning with section 810).
19 Article 6
20 Amendment, Termination and Suspension
21 6.1 Amendment. This Agreement may be amended only by a separate written
22 agreement in accordance with Section 12 of the Treasury Services Master Agreement attached
23 hereto as Exhibit F.
24 6.2 Termination for Non-Allocation of Funds. The terms of this Agreement are
25 contingent on the approval of funds by the appropriating government agency. If sufficient funds
26 are not allocated, then the Treasurer, upon at least 30 days' advance written notice to the
27 Contractor, may:
28 (A) Modify the services provided by the Contractor under this Agreement; or
5
1 (B) Terminate this Agreement.
2 6.3 Termination for Breach.
3 (A) Upon determining that a breach (as defined in paragraph (C) below) has
4 occurred, the Treasurer may give written notice of the breach to the Contractor.
5 The written notice may suspend performance under this Agreement, and must
6 provide at least 30 days for the Contractor to cure the breach.
7 (B) If the Contractor fails to cure the breach to the Treasurer's satisfaction within the
8 time stated in the written notice, the Treasurer may terminate this Agreement
9 immediately.
10 (C) For purposes of this section, a breach occurs when, in the determination of the
11 Treasurer, the Contractor has:
12 (1) Obtained or used funds illegally or improperly;
13 (2) Failed to comply with any part of this Agreement;
14 (3) Submitted a substantially incorrect or incomplete report to the Treasurer; or
15 (4) Improperly performed any of its obligations under this Agreement.
16 6.4 Termination without Cause. In circumstances other than those set forth above, the
17 Treasurer may terminate this Agreement by giving at least 30 days advance written notice to the
18 Contractor.
19 6.5 No Penalty or Further Obligation. Any termination of this Agreement by the
20 Treasurer under this Article 6 is without penalty to or further obligation of the Treasurer.
21 6.6 Treasurer's Rights upon Termination. Upon termination for breach under this
22 Article 6, the Treasurer may demand repayment by the Contractor of any monies disbursed to
23 the Contractor under this Agreement that, in the Treasurer's sole judgment, were not expended
24 in compliance with this Agreement. The Contractor shall promptly refund all such monies upon
25 demand. This section survives the termination of this Agreement.
26 Article 7
27 Independent Contractor
28 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
6
1 agents, employees, and volunteers, is at all times acting and performing as an independent
2 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
3 venturer, partner, or associate of the Treasurer.
4 7.2 Verifying Performance. The Treasurer has no right to control, supervise, or direct
5 the manner or method of the Contractor's performance under this Agreement, but the Treasurer
6 may verify that the Contractor is performing according to the terms of this Agreement.
7 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
8 right to employment rights or benefits available to Treasurer employees. The Contractor is
9 solely responsible for providing to its own employees all employee benefits required by law. The
10 Contractor shall save the Treasurer harmless from all matters relating to the payment of
11 Contractor's employees, including compliance with Social Security withholding and all related
12 regulations.
13 7.4 Services to Others. The parties acknowledge that, during the term of this
14 Agreement, the Contractor may provide services to others unrelated to the Treasurer.
15 Article 8
16 Indemnity and Defense
17 8.1 Indemnity. Indemnification will be in accordance with Section 8 of the Treasury
18 Services Master Agreement attached hereto as Exhibit F.
19 8.2 Survival. This Article 8 survives the termination of this Agreement.
20 Article 9
21 Insurance
22 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
23 Agreement.
24 Article 10
25 Inspections, Audits, and Public Records
26 10.1 Inspection of Documents. The Contractor shall make available to the Treasurer,
27 and the Treasurer may examine at any time during business hours and as often as the
28 Treasurer deems necessary, all of the Contractor's records and data with respect to the matters
7
1 covered by this Agreement, excluding attorney-client privileged communications. The Contractor
2 shall, upon request by the Treasurer, permit the Treasurer to audit and inspect all of such
3 records and data to ensure the Contractor's compliance with the terms of this Agreement.
4 10.2 State Audit Requirements. If the compensation to be paid by the Treasurer under
5 this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
6 California State Auditor, as provided in Government Code section 8546.7, for a period of three
7 years after final payment under this Agreement. This section survives the termination of this
8 Agreement.
9 10.3 Public Records. The Treasurer is not limited in any manner with respect to its public
10 disclosure of this Agreement or any record or data that the Contractor may provide to the
11 Treasurer. The Treasurer's public disclosure of this Agreement or any record or data that the
12 Contractor may provide to the Treasurer may include but is not limited to the following:
13 (A) The Treasurer may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose this Agreement to the public or such
15 governmental agency.
16 (B) The Treasurer may voluntarily, or upon request by any member of the public or
17 governmental agency, disclose to the public or such governmental agency any
18 record or data that the Contractor may provide to the Treasurer, unless such
19 disclosure is prohibited by court order.
20 (C)This Agreement, and any record or data that the Contractor may provide to the
21 Treasurer, is subject to public disclosure under the Ralph M. Brown Act
22 (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning
23 with section 54950).
24 (D)This Agreement, and any record or data that the Contractor may provide to the
25 Treasurer, is subject to public disclosure as a public record under the California
26 Public Records Act (California Government Code, Title 1, Division 7, Chapter 3.5,
27 beginning with section 6250) ("CPRA").
28 (E) This Agreement, and any record or data that the Contractor may provide to the
8
1 Treasurer, is subject to public disclosure as information concerning the conduct
2 of the people's business of the State of California under California Constitution,
3 Article 1, section 3, subdivision (b).
4 (F) Any marking of confidentiality or restricted access upon or otherwise made with
5 respect to any record or data that the Contractor may provide to the Treasurer
6 shall be disregarded and have no effect on the Treasurer's right or duty to
7 disclose to the public or governmental agency any such record or data.
8 10.4 Public Records Act Requests. If the Treasurer receives a written or oral request
9 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
10 and which the Treasurer has a right, under any provision of this Agreement or applicable law, to
11 possess or control, then the Treasurer may demand, in writing, that the Contractor deliver to the
12 Treasurer, for purposes of public disclosure, the requested records that may be in the
13 possession or control of the Contractor. Within five business days after the Treasurer's demand,
14 the Contractor shall (a) deliver to the Treasurer all of the requested records that are in the
15 Contractor's possession or control, together with a written statement that the Contractor, after
16 conducting a diligent search, has produced all requested records that are in the Contractor's
17 possession or control, or (b) provide to the Treasurer a written statement that the Contractor,
18 after conducting a diligent search, does not possess or control any of the requested records.
19 The Contractor shall cooperate with the Treasurer with respect to any Treasurer demand for
20 such records. If the Contractor wishes to assert that any specific record or data is exempt from
21 disclosure under the CPRA or other applicable law, it must deliver the record or data to the
22 Treasurer and assert the exemption by citation to specific legal authority within the written
23 statement that it provides to the Treasurer under this section. The Contractor's assertion of any
24 exemption from disclosure is not binding on the Treasurer, but the Treasurer will give at least 10
25 days' advance written notice to the Contractor before disclosing any record subject to the
26 Contractor's assertion of exemption from disclosure. The Contractor shall indemnify the
27 Treasurer for any court-ordered award of costs or attorney's fees under the CPRA that results
28 from the Contractor's delay, claim of exemption, failure to produce any such records, or failure
9
1 to cooperate with the Treasurer with respect to any Treasurer demand for any such records.
2 Article 11
3 Disclosure of Self-Dealing Transactions
4 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
5 or changes its status to operate as a corporation.
6 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
7 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
8 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
9 the Treasurer before commencing the transaction or immediately after.
10 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
11 a party and in which one or more of its directors, as an individual, has a material financial
12 interest.
13 Article 12
14 General Terms
15 12.1 Modification. This Agreement includes the Commercial Account Agreement
16 between the Bank and the County of Fresno, attached hereto as Exhibit E, and the Treasury
17 Services Master Agreement between the Bank and the County of Fresno, attached hereto as
18 Exhibit F. Except as provided in Article 6, "Termination and Suspension," this Agreement may
19 not be modified, and no waiver is effective, except by written agreement signed by both parties.
20 The Contractor acknowledges that Treasurer employees have no authority to modify this
21 Agreement except as expressly provided in this Agreement.
22 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
23 under this Agreement without the prior written consent of the other party.
24 12.3 Governing Law. The laws of the State of California govern all matters arising from
25 or related to this Agreement.
26 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
27 Treasurer, California. Contractor consents to California jurisdiction for actions arising from or
28 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
10
1 brought and maintained in Fresno Treasurer. The Bank and Treasurer further agrees to consent
2 to jurisdiction and venue, and waive jury trial, as provided under Section 16 of the Treasury
3 Services Master Agreement attached hereto as Exhibit F.
4 12.5 Construction. The final form of this Agreement is the result of the parties' combined
5 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
6 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
7 against either party.
8 12.6 Days. Unless otherwise specified, "days" means calendar days.
9 12.7 Headings. The headings and section titles in this Agreement are for convenience
10 only and are not part of this Agreement.
11 12.8 Severability. If anything in this Agreement is found by a court of competent
12 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
13 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
14 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
15 intent.
16 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
17 not unlawfully discriminate against any employee or applicant for employment, or recipient of
18 services, because of race, religious creed, color, national origin, ancestry, physical disability,
19 mental disability, medical condition, genetic information, marital status, sex, gender, gender
20 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
21 all applicable State of California and federal statutes and regulation.
22 12.10 No Waiver. Payment, waiver, or discharge by the Treasurer of any liability or
23 obligation of the Contractor under this Agreement on any one or more occasions is not a waiver
24 of performance of any continuing or other obligation of the Contractor and does not prohibit
25 enforcement by the Treasurer of any obligation on any other occasion.
26 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
27 between the Contractor and the Treasurer with respect to the subject matter of this Agreement,
28 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
11
1 publications, and understandings of any nature unless those things are expressly included in
2 this Agreement. If there is any inconsistency between the terms of this Agreement without its
3 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
4 precedence in the following order of priority: (1) the Commercial Account Agreement (Exhibit E)
5 or Treasury Services Master Agreement (Exhibit F), as applicable; (2) the terms of this
6 Agreement without its exhibits; and then (3)to the terms the exhibits excluding Exhibits E and F.
7 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 12.13 Authorized Signature. The Contractor represents and warrants to the Treasurer
10 that:
11 (A) The Contractor is duly authorized and empowered to sign and perform its
12 obligations under this Agreement.
13 (B) The individual signing this Agreement on behalf of the Contractor is duly
14 authorized to do so and his or her signature on this Agreement legally binds the
15 Contractor to the terms of this Agreement.
16 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
17 electronic signature as provided in this section.
18 (A) An "electronic signature" means any symbol or process intended by an individual
19 signing this Agreement to represent their signature, including but not limited to
20 (1) a digital signature; (2) a faxed version of an original handwritten signature; or
21 (3) an electronically scanned and transmitted (for example by PDF document)
22 version of an original handwritten signature.
23 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this
25 Agreement for all purposes, including but not limited to evidentiary proof in any
26 administrative or judicial proceeding, and (2) has the same force and effect as
27 the valid original handwritten signature of that person.
28 (C)The provisions of this section satisfy the requirements of Civil Code section
12
1 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
2 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
3 (D) Each party using a digital signature represents that it has undertaken and
4 satisfied the requirements of Government Code section 16.5, subdivision (a),
5 paragraphs (1) through (5), and agrees that each other party may rely upon that
6 representation.
7 (E) This Agreement is not conditioned upon the parties conducting the transactions
8 under it by electronic means and either party may sign this Agreement with an
9 original handwritten signature.
10 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
11 original, and all of which together constitute this Agreement.
12 [SIGNATURE PAGE FOLLOWS]
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
13
1 The parties are signing this Agreement on the date stated in the introductory clause.
2 BMO BANK N.A. COUNTY OF FRESNO
3
4
5 (Authorized Signature) Oscar J. Garcia;CPA
6 Auditor-Controller/Treasurer-Tax
7 Tito Ibarrola, Director Collector of the County of Fresno
8
9
10
11
12 For accounting use only:
13 Org No.:
Account No.:
14 Fund No.:
Subclass No.:
15
16
17
18
19
20
21
22
23
24
25
26
27
28
14
Exhibit A
1 Scope of Services
2 Section 1. Banking Services
3 The Bank agrees to provide banking services as follows:
4 A. Documentation of Services.
5 Bank and Treasurer agree that documents for existing services, Banking Service
6 Agreements, are incorporated herein by this reference. Bank and Treasurer agree
7 that Treasurer may be required to execute additional documents for new services or
8 should Bank deem it to be reasonably necessary. Such additional documents
9 executed for services are incorporated herein by this reference. All existing and
10 additional documents executed for services will control as applicable to the service(s)
11 covered, except as expressly limited or modified by this Agreement.
12 B. Online Banking Services. The Bank shall provide online banking services through a
13 commercially reasonable secure Internet website portal and, except as expressly
14 limited or modified by this Agreement, will be governed by Banking Services
15 Agreements or any new banking documents that Bank reasonably requires be
16 executed.
17 1. Online Banking for Business. Online banking services shall include access
18 to Online Banking for Business, which is an information reporting and
19 transaction initiation system available 24/7 with real-time account information
20 refreshed every 15 minutes. Current day reporting is available in near real-
21 time, and previous day information is available as early as 4:00 a.m. PT.
22 2. Check Imaging Service. Online banking services shall include access to
23 check imaging service providing high-quality check images with seven-year
24 archive capability.
25 3. Users and Administration. The Treasurer may set up unlimited users for
26 online banking services. The Treasurer must designate Corporate
27 Administrators to govern access to online banking services. Administrators
28 may assign functionality to users at the product, account, and transaction
A-1
Exhibit A
1 level, and establish up to four approval levels for additional security and
2 control.
3 4. System Requirements. The Bank shall make online banking services
4 accessible through current supported versions of Google Chrome, Mozilla
5 Firefox, and Apple Safari browsers on PC and Mac operating systems. If
6 online banking services are not accessible through any currently supported
7 operating system, browser, or combination, the Bank shall notify the
8 Treasurer.
9 5. Security Features. The system must incorporate multiple layers of firewall
10 protection to safeguard the application, client data, and computer hardware
11 against unauthorized access. It should utilize 256-bit SSL encryption and
12 offer multifactor authentication options, including RSA SecurlD tokens, mobile
13 authentication tokens, digital certificates, and biometric identification.
14 Additional security measures should include an automatic session timeout
15 after 30 minutes of inactivity and robust audit reporting capabilities for
16 thorough system monitoring and compliance tracking.
17 C. Collection and Deposit Services. The Bank shall provide collection and deposit
18 services, including accepting cash vault deposits, branch deposits, and various
19 deposit processing options.
20 1. Cash Vault Locations. The Bank will accept cash vault deposits with same-
21 day processing cutoff time of 2:00 p.m. local time through partnership with
22 Garda.
23 2. Cash Vault Deposit Specifications. The Bank requires cash vault deposits
24 to satisfy the following specifications.
25 a. Deposit Processing Requirements. Deposits must use disposable,
26 plastic, tamper-evident bags that are sealed (not taped):
27 i. Bills must be faced and sorted in order by denomination;
28
A-2
Exhibit A
1 ii. Bills must be bundle faced and sorted in stacks of 500, as
2 quantity permits, and secured with a rubber band;
3 iii. An address label must be affixed to the bag;
4 iv. The "Declared Value" of the deposit must be recorded on the
5 bag;
6 V. A deposit slip must be included with currency prepared as
7 described above.
8 b. Coin-only deposits must be packaged separately from currency and
9 have their own deposit ticket. Coin may be sorted by denomination in
10 separate bags, or mixed denominations in one bag. The Bank will
11 accept coin deposits in standard quantities, non-standard quantities,
12 or subject to count. Coin must be packaged in transparent coin
13 deposit bags with pre-printed labels affixed. To ensure same-day
14 credit, the deposit ticket associated with a coin deposit must be
15 included in an envelope with a preprinted label affixed to it, and the
16 envelope must be listed separately from the coin on the manifest so
17 that the envelope is delivered to the cash vault for posting and the
18 coin is delivered to the coin vault for verification.
19 c. Mixed deposits may include currency, checks, and coin up to $10. In
20 a mixed deposit, prepared currency, checks (along with a tape of the
21 checks), and coin must be placed in one security deposit bag with one
22 deposit ticket. Mixed deposits will be available on the next business
23 day.
24 3. Mutilated or Contaminated Currency. BMO doesn't accept USD
25 contaminated or mutilated notes. Clients are advised that contaminated or
26 mutilated notes must be sent to the Bureau of Engraving and Printing (BEP),
27 U.S. Department of the Treasury, as per instructions on the BEP website.
28
A-3
Exhibit A
1 4. Discrepancy Reporting. The Bank shall report discrepancies greater than
2 $25 by telephone to the Treasurer and process adjustments via Credit or
3 Debit Memo for differences less than $25.
4 5. Deposit Adjustments. If the Bank makes a deposit adjustment, the Bank
5 shall provide an adjustment notice to the Treasurer. The notice shall include
6 the deposit date, the declared deposit amount, the verified currency amount
7 by denomination, the location number, the original date of the deposit, the
8 adjustment date, and the reason for the adjustment. For cash-only deposits,
9 the declared deposit amount and any adjustments will be electronically
10 posted. For mixed deposits, the declared deposit amount and any
11 adjustments will be posted via the paper-posting stream. The Bank shall
12 credit all deposits to the Treasurer's account for the declared amount on the
13 deposit slip and make a separate debit or credit entry for any adjustment. The
14 adjustment will be reflected the next day on the County's previous day retail
15 report.
16 6. Incoming Wire Receipts. The Bank shall provide incoming wire receipts
17 through current day reporting.
18 7. Branch Deposits and Deposit Reconcilement Service. The Bank will
19 accept County deposits at any Fresno County branch and shall provide
20 deposit reconcilement service for such deposits, which captures the
21 identification numbers (auxiliary) as part of the deposit number and reports it
22 on electronic and paper statements and reports, including both daily and
23 comprehensive monthly reporting. In that reporting, the Bank shall segregate
24 deposits by location in that reporting, and list non-reporting locations, and
25 shall group serial numbers.
26 8. Cash Orders. The Bank shall provide an automated cash ordering system
27 that allows the Treasurer to place cash orders 24 hours a day, 7 days a
28 week, and up to one week in advance of the requested delivery date. Orders
A-4
Exhibit A
1 placed by 10:00 a.m. can be delivered the next business day. The Bank
2 charges its fee on the day the order leaves the cash vault, which is usually
3 the day before the delivery date. The Bank will assign a personal
4 identification number (PIN) to each delivery, and that PIN is linked to a
5 location and a Bank account number in an automated system. There are no
6 minimum currency purchase requirements for cash orders. Standard currency
7 orders are in standard strap denominations of 100 bills, and standard coin
8 orders are half boxes or full boxes.
9 9. Return and Re-Clear Processing. When an item is returned for non-
10 sufficient funds (NSF) or uncollected funds (UCF), the Bank shall make one
11 further attempt to re-clear the item. If the item still does not clear, the Bank
12 shall provide an image of the item through previous day information reporting
13 with a hyperlink to the front image and the back image.
14 10. Account Limitations. The Bank imposes no maximum deposit restrictions.
15 D. Remote Deposit Services. The Bank shall provide remote deposit services through
16 the continued support for the County's existing Image Cash Letter (ICL) processing
17 system, and shall issue an email confirmation upon receipt of each deposit by BMO.
18 1. Same-Day Credit. Remote deposits submitted by 7:00 p.m. (Pacific Time)
19 will be credited the same day.
20 2. Fraudulent Items. If an item in a remote deposit is identified as fraudulent,
21 the amount of the item will be reversed, and the Bank shall provide a
22 notification of the reversal with a detailed description.
23 E. Availability of Funds.
24 1. Ledger Credit. The Bank will provide ledger credit to the Treasurer for
25 deposits as follows:
26 a. Local branch deposits received by 5:00 p.m. (Pacific Time) on
27 Monday through Thursday, or by 6:00 p.m. (Pacific Time) on Friday,
28 will receive same-day ledger credit.
A-5
Exhibit A
1 b. Cash vault deposits received by 7:00 p.m. (Pacific Time)for cash
2 (currency or coin) deposits, or by 6:00 p.m. (Pacific Time)for mixed
3 deposits (cash and checks), will receive same-day ledger credit.
4 c. Remote deposits by image clearing service received by 7:00 p.m
5 (Pacific Time) will receive same-day ledger credit.
6 2. Availability of Check and Image Cash Letter Funds. The Bank will make
7 funds available for checks and image cash letters received and deposited
8 before the cutoff times in paragraph D.1. of this section 1, above, as follows:
9 a. Checks and image cash letters drawn on the Bank will be 100 percent
10 available on the same day.
11 b. Next-day availability applies to U.S. Treasury checks, postal money
12 orders, state and local government checks, and checks drawn on
13 domestic banks.
14 c. Foreign items will be 100 percent available on day two or day three.
15 d. For purposes of this paragraph D.2., "day one" means the day after
16 the item is received, "day two" means the second day after the item is
17 received, and "day three" means the third day after the item is
18 received.
19 F. Collateral ization of Deposits As a designated County depository, the Bank shall
20 pledge collateral in strict accordance with Section 53652 of the California
21 Government Code to fully secure County funds on deposit. In compliance with the
22 County's investment policy, the Bank will continue to pledge eligible securities to
23 ensure the safety and collateral ization of all deposits. The Bank's Institutional Market
24 Government team will actively monitor and review account balances to always
25 maintain coverage at or above the required levels.
26 G. Wire Transfer Services. The Bank shall provide comprehensive wire transfer
27 services with real-time monitoring and immediate confirmation capabilities.
28
A-6
Exhibit A
1 1. Initiation and Monitoring. The Treasurer may initiate Federal Reserve
2 (Fedwire), international wire, and book transfers through Online Baking for
3 Business, telephone with dual authentication, or by automated file
4 transmission. Regardless of the mode of initiation, the Bank shall provide
5 real-time transfer monitoring through Online Banking for Business.
6 2. Concierge Monitoring. The Bank expressly acknowledges that the
7 Treasurer must use wire transfers to make timely payments of debt service
8 for the County and for other local government entities in Fresno County, and
9 that failure to complete such wire transfers might trigger continuing disclosure
10 requirements in connection with outstanding municipal debt, and might result
11 in ratings downgrades or other adverse consequences for that debt and its
12 issuer. The Bank shall provide wire concierge service to ensure that such
13 wire transfers are timely completed. The Bank shall assign designated Bank
14 team members to provide real-time monitoring of wire requests end-to-end to
15 ensure that there are no unnecessary internal delays in processing wire
16 requests, including promptly addressing any exceptions. If additional
17 information is required to process any wire transfer, the Bank shall
18 immediately contact the Treasurer's designated staff person by telephone at
19 (559) 600-3487 (which number the Treasurer may update by written notice to
20 the Bank) and send a follow-up email stating that the telephone call was
21 made.
22 3. Wire Transfer Deadlines.
23 a. Incoming Wires. Incoming wire transfers received by the Bank before
24 2:30 p.m. (Pacific Time) will receive same-day credit.
25 b. Outgoing Wires. Outgoing wire transfers will receive same-day credit
26 from the Bank when initiated and approved prior to the following cutoff
27 times:
28
A-7
Exhibit A
1 Phone Payment Cut-Off (Pacific Time)
RM
2 Domestic wire payment initiation/approval 5:30 a.m. -2:45 p.m.
3 International wire payment initiation/approval—U.S. Dollar(for 5:30 a.m. -2:45 p.m.
same day value)
4 International wire payment initiation/approval—Canadian Dollar 5:30 a.m. - 1:00 p.m.
&Mexican Peso(for same day value)
5 International wire payment initiation/approval—Euro&British 5:30 a.m. -6:30 a.m.
Pound Sterling (for same day value)
6 International wire payment initiation/approval—other foreign 5:30 a.m. -2:45 p.m.
currency(for next day value)
7 Tax payments 5:30 a.m.- 1:00 p.m.
Draw down request 5:30 a.m.-2:45 p.m.
$ Internal transfer 5:30 a.m.-3:00 p.m.
9 Ming Ranking for Busines
Domestic wire payment initiation/approval (for same day value) 3:35 p.m.
10
International wire payment initiation/approval—U.S. Dollar(for 3:35 p.m.
11 same day value)
International wire payment initiation/approval—Canadian Dollar 1:00 P.M.
12 &Mexican Peso(for same day value)
International wire payment initiation/approval—other foreign 3:35 p.m.
13 currency(for next day value)
14 Tax payments 1:00 P.M.
Draw down request 3:35 p.m.
15 Internal transfer(cut-off is 7 p.m.when using the account 3:35 p.m.
transfer module)
16 Electronic Data Interchange (EDI)
File submission for domestic wire payment 3:35 p.m.
17 File submission for international wire payment 1:15 p.m.
18
19 4. Recurring and Repetitive Wire Transfers. The Bank shall provide for the
20 establishment by the Treasurer of recurring wire transfers and repetitive wire
21 transfers.
22 5. Future-Dated Wire Transfers. The Bank shall provide for the establishment
23 by the Treasurer of future-dated wire transfers
24 6. Security Measures. The Bank shall implement a multi-layered security
25 framework for business online banking, incorporating user Us, passwords,
26 256-bit encryption, and authentication via BiometriclD or BMO Passcode for
27 non-repetitive wire transfers. The Bank shall also permit that the Treasurer
28 may establish specific dollar limits, maximum daily usage amounts, and
approval limits for users that initiate wire transfers.
A-8
Exhibit A
1 H. ACH. The Bank is a sending and receiving bank of the National Automated Clearing
2 House Association ("NACHA"). The Bank shall provide comprehensive ACH services
3 to the Treasurer, including but not limited to for the purpose of processing the
4 County's payroll, tax payments, and bill pay.
5 1. ACH Initiation Methods.
6 a. Online ACH via Online Banking for Business with template and
7 recurring payment capabilities.
8 b. Direct Send File Transmission via secure protocols (FTF, HTTPS,
9 SFTP, AS2/AS3, VPN, FileAct)
10 c. EDI Origination for enhanced B2B payments with remittance detail.
11 2. Tax Payment Services. The Bank shall provide automated tax payments
12 services for payment of state and federal tax withholding through online
13 banking for business, including the ability for the Treasurer to initiate the
14 County's payment at least one business day before the due date and
15 completing the session no later than 3:00 p.m. (Pacific Time) that day for next
16 day payment; the ability to schedule automatic payments up to 30 days in
17 advance; direct remittance of payments to the appropriate authorities;
18 immediate payment confirmation; and access to the system 24 hours a day, 7
19 days a week.
20 3. Security Measures. The Bank shall provide a robust ACH Positive Pay
21 service designed to protect the Treasurer's accounts by enabling online, self-
22 service administration of incoming ACH transactions. Through customizable
23 authorization filters, the Treasurer can block all ACH debits except those
24 specifically approved, and apply detailed controls such as dollar limits,
25 authorization dates, and expiration dates for designated originators. The
26 system allows for the creation of filters to permit recurring preauthorized
27 transactions, while blocking all others. Any transactions that do not meet the
28 filter criteria are flagged as exceptions and reported promptly to the
A-9
Exhibit A
1 Treasurer, who can make informed "pay" or"no pay" decisions online. The
2 service also issues email alerts for immediate action and supports centralized
3 review of exceptions and filter settings. By integrating blocks, filters, and
4 reporting features, this solution ensures that unauthorized ACH debits do not
5 clear the Treasurer's accounts.
6 4. ACH Deadlines. The Bank imposes deadlines on ACH transfers as follows:
7 a. ACH Debits.
8 i. Same Day ACH: 12:15 p.m. (settlement line clients), 11:30
9 a.m. (prefunding clients)
10 ii. Next Day ACH: 6:00 p.m. (settlement line clients), 3:30 p.m.
11 (prefunding clients)
12 iii. Future dating available up to 60 days for Direct Send, 30 days
13 for Online ACH.
14 b. ACH Credits.
15 i. ACH files for credit submitted through online banking for
16 business must be submitted and approved by 5:30 p.m.
17 (Pacific Time) at least one business day before the effective
18 date.
19 ii. ACH files for credit submitted through Direct Send ACH must
20 be submitted and approved before 6:00 p.m. (Pacific Time) at
21 least one business day before the effective date.
22 I. Positive Pay and Payee Positive Pay Services. The Bank shall provide positive
23 pay and payee positive pay services for checks issued by the County.
24 1. Positive Pay. Positive pay services use optical character recognition ("OCR")
25 to read checks issued by the County and perform a character-by-character
26 match against the check information provided in the Treasurer's check issue
27 file to confirm the following fields: account number, check number, issue date,
28
A-10
Exhibit A
1 and dollar amount. If there is not a match, the Bank will notify the County and
2 the County may decide whether to reverse payment.
3 2. Payee Positive Pay. Payee positive pay services use OCR to read checks
4 issued by the County and perform a character-by-character match against the
5 check and payee information provided in the Treasurer's check issue file to
6 confirm the following fields: payee name, account number, check number,
7 issue date, and dollar amount. If there is not a match, the Bank will notify the
8 County and the County may decide whether to reverse payment. If a check is
9 presented at a branch and there is not a payee positive pay match, the
10 branch shall contact the County by telephone to verify the validity of the item
11 and determine how the transaction should be completed.
12 3. Transmission of Check Issuance File. The Bank requires the Treasurer to
13 transmit its check issue files by one of three methods:
14 a. A Online Banking for Business file import, using a comma separated
15 value (.CSV) or fixed width text (.TXT) format;
16 b. Direct transmission of a fixed format file by SFTP; or
17 c. The "Manual Issuance" function for one-off items
18 4. Receipt and Upload of Check Issuance File. The Bank receives check
19 issue files throughout each day and uploads them to the system four times
20 during the business day, at 10:00 a.m., 12:00 p.m., 2:00 p.m., and 6:30 p.m.
21 (all Pacific Time).
22 5. Payment Decision. Following exception reporting provided to the Treasurer
23 by 7:30 a.m. Pacific Time—based on the service in use (Positive Pay or
24 Payee Positive Pay)—the Treasurer must notify the Bank by 1:00 p.m. PT
25 each business day whether to approve payment of any exception items. If no
26 instruction is received by the stated deadline, the Bank will proceed to pay all
27 exception items without a decision from the Treasurer.
28
A-11
Exhibit A
1 J. Stale-Dating. For all checks issued by the County, the Treasurer may specify a
2 stale-date period after which those checks will be reported as exception items if they
3 attempt to clear, and the Treasurer may decide whether the items will be paid or
4 returned.
5 K. Stop Payment Services. The Bank shall provide comprehensive stop payment
6 services through Online Banking for Business with real-time effectiveness.
7 1. The Treasurer may issue a stop payment order on a single check or on a
8 range of checks.
9 2. The Treasurer may issue stop payment orders through the "Stop Payment"
10 function within Online Banking for Business, by telephone call to a customer
11 service representative of the Bank, or in person at a local branch of the Bank.
12 3. Each stop payment order issued through Online Banking for Business may
13 be effective for a 6-month period or a 12-month period. Each stop payment
14 order issued by telephone or in person is effective for a 13-month period.
15 Upon expiration of a stop payment order, the Treasurer may choose to renew
16 the order.
17 4. The "Stop Payment" function within Online Banking for Business will allow the
18 Treasurer to approve, edit, and delete stop payment orders, to perform stop
19 payment check inquiries, and to run stop payment reports.
20 L. Overdraft Processing. The Bank shall provide overdraft services with established
21 monitoring and notification procedures.
22 1. Overnight Overdraft. An overnight overdraft is an inter-day balance position
23 that reflects an uncollected balance position or lack of funds to cover
24 presented transactions at the end of the business day. The Bank will pay
25 overnight overdrafts at an interest rate of the Bank's prime rate plus 4.00
26 percent of the funds used.
27 2. Daylight Overdrafts The Bank shall not assess fees for intra-day overdrafts,
28 provided these are managed within the parameters of an internal monitoring
A-12
Exhibit A
1 system designed to support continued transaction processing. A fee of
2 $40.00 will only be charged if the daylight overdraft exceeds the guidelines
3 established by the Bank.
4 3. No Aggregation of Accounts. The Bank does not aggregate accounts for
5 purposes of overdraft. The Bank only considers the funds the originating
6 account for purposes of calculating overnight overdrafts and daylight
7 overdraft limits.
8 M. Monthly Statements and Account Analysis. The Bank shall provide monthly
9 statements and comprehensive account analysis with flexible billing options.
10 1. Electronic Statements. The Bank shall make account analysis statements
11 accessible through its eStatements service by approximately the eighth
12 business day following month-end and shall issue email notifications once the
13 statements are available for viewing.
14 2. Paper Statements. The Bank shall mail paper statements five days after the
15 15th calendar day of each month.
16 3. Third-Party Charges. The Treasurer may submit approved third-party
17 payment invoices to the Bank for payment under the Bank's account analysis
18 program. The Bank, at its sole discretion, will permit the use of analysis
19 credits for payment monthly. Payment is contingent upon the Treasurer's
20 maintenance of surplus credits after all other fees are paid.
21 4. Contents of Statements. Each statement shall include all of the following
22 information:
23 a. The date range of the statement;
24 b. The average ledger balance;
25 c. The average collected balance;
26 d. Service detail with volume and unit pricing;
27 e. Balances required to offset each service;
28 f. The current total monthly charges of all services charges provided;
A-13
Exhibit A
1 g. Analyzed charges due after earnings credit;
2 h. 12-month trend analysis;
3 i. Pass-through charges for armored car and courier services; and
4 j. Other third-party charges as provided in paragraph 1.3, above.
5 5. Dispute Resolution. The County may contact the Relationship Manager or
6 the Government Banking Customer Service Banker to dispute or seek
7 adjustment of items on statements. Upon identifying and confirming an error,
8 the Bank shall take immediate action to correct it. If the error is identified
9 during a settlement period, the Bank shall correct the error on the statement
10 for the following month. If the error is identified after the settlement period, the
11 Bank shall make a direct adjustment to the County's account. Adjustments
12 ordinarily take a minimum of one week to become effective depending on the
13 type and extent of the adjustment.
14 N. Collected Balances and Earnings Credits; Money Market Interest. The Bank
15 shall provide earnings credit on collected balances and investment options for
16 excess funds. Treasurer's commercial money market account is an interest-bearing
17 account
18 1. Earnings Credit Rate. The Earnings Credit Rate (ECR) that is offered to the
19 County is 3.25%.
20 2. Collected Balance Calculation. The collected balance is calculated Reserve
21 Adjusted Collected Balance multiplied by ECR, divided by days in year, times
22 days in month. This rate is subject to change based on market conditions.
23 The Bank shall timely communicate rate changes to the Treasurer by
24 telephone at (559) 600-1347 (which telephone number the Treasurer may
25 update by written notice to the Bank) and through the monthly account
26 analysis.
27 3. Money Market Earnings. The money market account rate is a bank
28 managed rate. This rate is subject to change based on market conditions.
A-14
Exhibit A
1 The Bank shall timely communicate rate changes to the Treasurer by
2 telephone at (559) 600-1347 (which telephone number the Treasurer may
3 update by written notice to the Bank) and through the monthly account
4 analysis.
5 O. Account Reconciliation Service. The Bank shall provide account full reconciliation
6 services using either the Bank's standard account reconciliation plan (ARP)format or
7 through a customized format.
8 1. Importing and Exporting Files. There are two options for importing and
9 exporting files, as follows:
10 a. The Treasurer may download and export paid check information from
11 the Online Banking for Business in Bank Administration Institute
12 (BAI), CSV, and Excel formats.
13 b. The Treasurer may receive a direct transmission of full reconcilement
14 reports in a BAI or CSV format via one of the secure transmission
15 methods (FTF or an OpenText mailbox— SFTP, VPN, AS2/AS3,
16 FileACT).
17 2. File Transmission Deadlines. The Bank's cutoff time for transmitting output
18 files for full account reconciliation through SFTP is 7:00 a.m. (Pacific Time).
19 3. File Layout Requirements. The specifications for reconciliation files are as
20 follows:
21 Field Name Starting Positions Length Value
22 Filler 1 1 0
23 Account Number 02 9 9999999999
24 Date 11 6 MMDDYY
25 Serial Number 17 10 R-Justified, L-Zero filled
26 Amount 27 10 R-Justified, L-Zero filled
27 Additional Data 37 15 L-Justified (Optional)
28 Void Indicator 52 1 V=Void; Blank=Issue
A-15
Exhibit A
1
2 4. Imaging. The Bank shall post check images to the Check Imaging service
3 Online within 24 hours of payment. The Bank shall provide a seven-year
4 archive of check images.
5 5. Reports. Upon completing full account reconciliation, the Bank shall provide
6 reports to the Treasurer via Online Banking for Business or by (S)FTP
7 transmission, which reports shall be available online one day after each
8 month-end cutoff. Reports shall:
9 a. Be listed by check number, issue date, or paid date;
10 b. Be available in various subtotal, total, and grand total schemes;
11 c. Be generated according to the Treasurer's preferred calendar cutoff
12 dates, which may be either "as-of" or"from-to" cutoffs;
13 d. Include sub-account tracking and cumulative stop payment reports;
14 e. Address the Treasurer's special reconcilement requests at any time
15 during the accounting period;
16 f. Include Paid Only Reports, which lists checks that have been
17 negotiated for the previous month; and
18 g. Include Outstanding Reports, which lists checks that remain
19 outstanding (not negotiated) for the previous month.
20 P. Electronic Storage of Documents. The Bank shall provide a 90-day archive of
21 images of deposits, disbursement checks, and all other paper transactions through
22 Online Banking for Business. The bank shall provide seven-year retention policy for
23 all records and information to meet applicable rules and regulations.
24 Q. Cashing County Checks without Fee. he Bank shall cash all checks drawn on the
25 County's account without any fee to either the County or to the person cashing the
26 check.
27
28
A-16
Exhibit A
1 R. Service Enhancements. The Bank shall provide all of the following additional
2 services at the rate shown in Exhibit C. Where applicable, Bank shall allow these
3 fees to be paid through the account analysis process.
4 1. Control of Direct Charges. The Bank shall allow the County to control what
5 direct charges are applied to the County's main account. Where applicable,
6 the County prefers to pay charges through the account analysis process.
7 2. EDI Translation. When the County receives payments by electronic data
8 interchange (EDI), the Bank shall translate them to human-readable reporting
9 and deliver them by email.
10 3. Immediate Cash Exchanges. The Bank, through its downtown Fresno
11 branch, shall supply, on a best-efforts basis and subject to cash availability,
12 any immediate cash exchange needs upon request by the Treasurer.
13 4. Ability to Work without Electronic Systems. The Bank shall maintain the
14 ability to work and provide all services under this Agreement from paper
15 reports and transmissions if electronic systems go down and the County is
16 unable to transmit electronic files.
17 5. No Charge Transactions. The Bank shall not charge for check cashing
18 services for County checks, including welfare checks, electronic benefit
19 transfer (EBT) card withdrawals, and automated teller machine (ATM)
20 withdrawals.
21 6. Controlled Disbursement Service (Optional). Upon written direction by the
22 Treasurer to proceed, the Bank shall provide controlled disbursement service
23 to the Treasurer, which includes providing the dollar amount of each day's
24 clearing check totals in the form of a "clean" file of items paid, which the
25 Treasurer may then validate or return exceptions with corrected check
26 numbers and amounts. The Bank will then charge against the County's
27 account with adjustment for such corrections.
28
A-17
Exhibit A
1 S. Customer Service
2 The Bank shall provide customer service in connection with all services under this
3 Agreement as follows:
4 A. Key Persons. The Bank shall provide customer service through the following
5 key persons:
6 1. Government Relationship Manager
7 2. Government Customer Service Banker
8 3. Backup Government Customer Service Banker
9 4. Backup Government Customer Service Banker
10 5. Branch Team Member
11 6. Branch Team Member
12 B. Change of Key Persons. If the Bank wishes to appoint different key
13 persons, they shall have at least the same level of experience and skill as the
14 key persons listed in paragraph A of this section 4, above, and the Bank shall
15 notify the Treasurer in writing of such appointments, and give the Treasurer
16 an opportunity to object.
17 C. Relationship Manager. The Relationship Manager shall have experience
18 with and understanding of governments, including local governments, special
19 districts, schools, and other governmental entities, and shall manage all
20 customer service between the Bank and the Treasurer, by telephone and
21 email, and in person as needed.
22 D. Government Customer Service Banker. The Government Customer
23 Service Banker and backups shall provide banking and cash management
24 services, including answering questions and resolving issues for the
25 Treasurer and Treasurer staff, by telephone and email, and in person as
26 needed.
27 E. Local Branch Team. The Branch Management Team shall be located in the
28 downtown Fresno branch of the Bank (2035 Fresno Street, Fresno, California
A-18
Exhibit A
1 93721) and shall provide services including answering questions, resolving
2 issues and concerns, meeting special needs, and providing guidance and
3 assistance for the Treasurer and Treasurer staff by telephone and email, and
4 in person as needed.
5
6 (Remainder of the page left blank.)
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-19
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 The Treasurer shall pay the Bank annually if the Analysis Fees exceed the Earnings
6 Credit Rate for the fiscal year, measured as of October 31 of each contract year. The Bank will
7 assess fees as specified below. Pricing shall remain fixed for a term of three (3) years, with the
8 option to extend the agreement for two (2) additional one-year periods under the same pricing
9 structure.
10 Services Performed Unit Price
11 DEPOSITORY SERVICES
12 GENERAL ACCOUNT SERVICES
GENERAL SERVICES
13 CORPORATE ACCOUNT MAINTENANCE 11.0000
ITEMS DEPOSITED .0800
14 OTHER CORPORATE CREDITS .4000
15 DEPOSIT ADJUSTMENT CR 5.0000
CORPORATE DEPOSIT .8000
16 ON US DEPOSIT ITEMS .1000
CHECKS DEPOSITED NOT ON US .1000
17 CHECK DEBIT BLOCK 6.0000
18 CHECK REJECTS .8500
19 DISBURSEMENT SERVICES
REG CHECKING ACCT CHECK DEBIT .0400
20 NON-CHECK DEBITS .3000
21 DEPOSIT ADJUSTMENT DR 5.0000
22 ANCILLARY SERVICES
MAIL FEE FOR RESEARCH RESULTS .0000
23 E-MAIL FEE FOR RESEARCH RESULTS .0000
24 MISCELLANEOUS SERVICES
25 ACCOUNT ANALYSIS-PAPER STMT .0000
E-ANALYSIS SPREADSHEET DOWNLOAD .0000
26 REG CHECKING-PAPER STMT .0000
E-STATEMENT DOWNLOAD C S V/ EXCL 5.0000
27 E-ANALYSIS STMT# OF ACCESSES .0000
28 STANDARD BANK CONFIRMATIONS 35.0000
BALANCE ADMIN FEE .1000
B-1
Exhibit B
1
STOP PAYMENT SERVICES 2
AUTOMATED STOPS ONLINE
3 STOP PAYMENT AUTOMATED REQUEST 5.0000
24 MTH AUTO STOP PAYMENT 10.0000
4 60 MTH AUTO STOP PAYMENT 10.0000
AUTO RANGE STOP-12 MTHS 5.0000
5 STOP PAYMENT CANCEL-AUTOMATED 2.5000
6
MANUAL STOP PAYMENTS
7 STOP PAYMENT 10.0000
8 RETURN ITEMS COLLECTIONS
9 GENERAL PROCESSING
RETURN ITEMS CHARGED BACK 3.0000
10 ALTERNATE ADDRESS .0000
RETURN ITEM REDEPOSITED 3.5000
11 RETURN EXCEPTIONS REDEPOSITED 3.0000
12 EXCEPTION PROCESSING
13 RETURN ITEM PROCESSING .0000
RETURN IMAGES RETRIEVED 1.0000
14
15 OVERDRAFT
DAYS OVERDRAWN - LEDGER 40.0000
16 NUMBER OF DAYS UNCOLLECTED 40.0000
INTEREST ON LEDGER OVERDRAFT .0000
17 DRAWS AGAINST UNCOLLECTED FND .115000
18 TREASURY MANAGEMENT SERVICES
19 ACCOUNT RECONCILEMENT
RECONCILEMENT PLANS
20 MANUAL VOIDS / DELETIONS .7500
FULL RECON MAINTENANCE 20.0000
21 FULL RECON PER ITEM .0000
22 AUTOMATED VOIDS/ADDS .0000
23 POSITIVE PAY
POSITIVE PAY E-MAIL ALERTS .0000
24 POSITIVE PAY MAINTENANCE 15.0000
25 CHK ISSUANCE FILE TRANSMISSION .0000
POSITIVE PAY PLAN .0300
26 MISMATCH POSITIVE PAY AUTO 1.0000
POSITIVE PAY AUTO RETURN 5.0000
27 POSITIVE PAYEE MONTHLY MAINT 20.0000
28 POSITIVE PAY-PAYEE PER ITEM .0300
POSITIVE PAY ADD ISS/ PAY AUTO .2500
B-2
Exhibit B
1 OUTPUT OPTIONS
DAILY PAID TRANSMISSION 15.0000
2 STALE DATE MAINTENANCE 15.0000
3 ELECT ARS RPT DWNLD CSV/ EXCEL .0000
4 DISBURSEMENT IMAGING
INDEX RETRIEVALS .0000
5 DEPOSITED IMAGES-RETRIEVED .5000
6 INQUIRY IMAGES RETRIEVED .5000
7 ZERO BALANCE ACCOUNTS
AUTOMATIC TRANSFER ACCT 8.0000
8 AUTOMATIC DEBIT .0000
9 AUTOMATIC CREDIT .0000
10 CASH LETTER SERVICES
CORPORATE SERVICES
11 ICL DEPOSIT 2.0000
12 ON US ITEMS .1000
ITEMS ON OTHER BANKS .0300
13 CORP IMAGE DEP BASE FEE PER ACCT 78.0000
14 COMMERCIAL VAULT SERVICES
15 SMART SAFE PROVISIONAL DEPOSIT .8000
VAULT CHECK DEPOSIT 1.7500
16 Subtotal -Commercial vault services
ANCILLARY SERVICES
17 DEPOSIT ADJUSTMENT- CV2 5.0000
ADJUSTMENT RECEIPT- MAILED - CV2 1.5000
18
19 IL, MN AND WI VAULT
VAULT DEPOSIT .0000
20 DEPOSIT ADJUSTMENT .0000
COIN DEP STD BAG VERIFICATION 3.0000
21 COIN DEP HALF BAG VERIFICATION 3.0000
22
CURRENCY/COIN DEPOSITED
23 CASH VAULT DEPOSITS - CV2 .7500
CURRENCY DEP - STD (PER $100) - CV2 .0800
24 ROLLED COIN - CV2 .8000
25 COIN DEP STD BAG - CV2 3.0000
COIN DEP PARTIAL/ MIXED BAG - CV2 4.5000
26
COIN & CURRENCY SERVICE-BRANCH
27 STANDARD STRAP ORDERED 1.2500
28 COIN ORDER-PER ROLL .2500
COIN ORDER-STD BOX 9.0000
NON-STD STRAP ORDERED .0900
B-3
Exhibit B
1 CASH DEPOSIT PROCESSING FEE .2500
COIN AND CURRENCY DEPOSITED .0050
2 BASE ORDER FEE-BRANCH 2.5000
3
AUTOMATED CLEARING HOUSE SERVICES
4 GENERAL SERVICES
ACH DEBIT RECEIVED .0500
5 ACH CREDIT RECEIVED .0500
6 ACH TRANSMISSION 3.5000
EPA-EXCEPTION ITEMS .5000
7 ACH FRAUD CONTROL MAINTENANCE 10.0000
ACH RETURN CHARGEBACK 3.0000
8 ACH MONTHLY MAINT 15.0000
9 ACH FRAUD PREVENTION .0000
NOC CORRECTION .0000
10 CREDIT NOC AUTOMATED .0000
ADDENDA RECORDS .0200
11 PREFUNDING MAINTENANCE .0000
12 ONLINE BANKING FOR BUSINESS
13 ONLINE ACH REPORTS 10.0000
ONLINE ACH MAINTENANCE 20.0000
14 ONLINE ACH ITEMS .0300
15 ORIGINATION
16 ACH PPD DEBITS .0500
ACH PPD CREDITS .0300
17 ACH CCD DR/CR ORIGINATION .0500
ACH PPD DEBIT PRE-NOTES .0500
18 ACH PPD CREDIT PRE-NOTES .0500
19
ANCILLARY SERVICES
20 MANUAL RE-TRANSMISSION ACH RPTS 16.5000
21 ELECTRONIC DATA INTERCHANGE
22 EDI COLLECTIONS
EDI/EFT CREDITS RCVD - CCD+ .0500
23 EDI/EFT CREDITS RECEIVED - CTX .0500
EDI COLLECTION MAINTENANCE 15.0000
24 EDI/EFT ELEC RPT INITIATION .2600
25 EDI/EFT REMITTANCE-ELECTRONIC .0260
26 TAX PAYMENTS
TAX PAYMENTS-IMPOUND 1.5000
27 TAX PAY FAXED RECEIPT 1.5000
28 DOMESTIC WIRE TRANSFER
INCOMING FED
B-4
Exhibit B
1 WIRE TRANSFER CREDITS .0000
DOMESTIC WIRES CREDITS 3.0000
2
3 OUTGOING FED
INCOMING WIRE REPAIR .0000
4 ONLINE DOMESTIC WIRE 3.0000
WIRE TRANSFER DEBITS .0000
5 EMAIL ADVICE - WIRE .5000
6
INTERNAL WIRE TRANSFERS
7 INTERNAL WIRE DR ONLINE EDI PREFUND 2.0000
INTERNAL WIRE CREDIT ( ONLINE/ EDI) 2.5000
8
9 INTERNATIONAL WIRE TRANSFER
INTERNATIONAL WIRE-INCOMING
10 INTERNATIONAL WIRES CREDITS 7.0000
INTERNATIONAL WIRE CREDIT .0000
11
12 ONLINE BANKING FOR BUSINESS
BALANCE REPORTING
13 ONLINE USER FEE .0000
PREVIOUS DAY DR/CR ITEMS .0000
14 SAME DAY DR/CR ITEMS .0000
15 BUSINESS BANKING
16 BALANCE REPORTING MAINT 10.0000
ACCOUNTS REPORTED 8.0000
17 ONLINE ACCOUNTS-SAME DAY .0000
18 CORPORATE
19 BAL REPORTING PER TEMPLATE .0000
BAI DOWNLOADS .0000
20 BAI DOWNLOADED TRANSACTIONS .1500
CSV DOWNLOADS .0000
21 CSV DOWNLOADED TRANSACTIONS .0000
22
ANCILLARY SERVICES
23 ONLINE BOOK TRANSFER .5000
WEB ALERT-WIRE PENDING APRV .0000
24
25
26
27
28
B-5
Exhibit C
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).
C-1
Exhibit C
(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:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy; and (3) if the policy is canceled or not renewed, and not
replaced with another claims-made policy with a retroactive date prior to the date on
which services begin under this Agreement, then the Contractor shall purchase
extended reporting coverage on its claims-made policy for a minimum of five years after
completion of services under this Agreement.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
D-1
Exhibit D
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
D-2
Exhibit D
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3
Exhibit E
.. Commercial Account Agreement
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
Mr
Terms and Condidons(CoWO
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
Mr
Tanis and ComMans(Conrd)
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
Mr
Terms and Condidons(CoW4
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
Terms and Condidons(Con"
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
Terms and Conditions(Conrd)
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
06/2025 Ver 5.2 Page 6 of 19
Mr
Terms and Condidons(CoWo
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.
06/2025 Ver 5.2 Page 7 of 19
Mr
Terms and Condidons(Col*4
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.
06/2025 Ver 5.2 Page 8 of 19
mr
Terms and Condidons(CoWo
(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
06/2025 Ver 5.2 Page 9 of 19
mr
Terms and Condidons(Coll*4
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
06/2025 Ver 5.2 Page 10 of 19
mr
Terms and ConMons(Corrr q
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.
06/2025 Ver 5.2 Page 11 of 19
mr
Terms and Condrl ions(CoWo
(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 § 370.2(j) 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.gov/deposit/deposits/brokers/part-370-
appendix.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
06/2025 Ver 5.2 Page 12 of 19
mr
Terms and Condidons(CoWO
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.
06/2025 Ver 5.2 Page 13 of 19
mr
Terms and Condidons(CoWo
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.
06/2025 Ver 5.2 Page 14 of 19
Mr
Terms and Condidons(Con"
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
06/2025 Ver 5.2 Page 15 of 19
mr
Terms and Condidons(CoW4
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 Commercial 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
mr
General Funds Availability(Policy Cmnnwcial Checking Accounts(Cont%Q
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
mr
General Funds Availability(Policy Cmnnwcial Checking Accounts(Cont%Q
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 F
• -- Treasury Services Master Agreement
NEGOTIATED , r K
4
� y
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
Exhibit F
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
and deposits and Client grants Bank a first priority security
Bank's access Services, or by other electronic means. y Client now or in the
maintained n b
Account information changes frequently and is subject to future with Bank or any interest in all Accounts main Bank 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("A CH')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 Lave'), 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
Exhibit F
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) Incorrect or Misleading 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
Exhibit F
(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 provision of any ORDINARY CARE, BANK'S RESPONSIBILITY TO CLIENT
Service to the extent that such Claimss are are determined by a AGREEMENT AND THE SERVICE
court of competent jurisdiction by a final and non-appealable DOCUMENTATION UNDER THIS MASTERIS LIMITED TO THE EXERCISE OF
order to have resulted from Bank's negligence, gross
negligence,fraud or willful misconduct. ORDINARY CARE IN PROVIDING THE SERVICES TO
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, as the case may be, will be Documentation if such failure or delay results from Bank acting
entitled to participate in the defense of such Claim and to in accordance with requirements of Applicable Laws or from
employ counsel at its own expense, and (b) if a settlement acts of God, strike or stoppage of labor, power or equipment
imposes an obligation or restriction on the Bank Indemnified failure, disruptions in telecommunications systems or the
Party or Client Indemnified Party, or requires the Bank financial markets, adverse weather conditions, or any other
Indemnified Party or Client Indemnified Party to make an cause beyond its control. Bank has no responsibility and will
admission, the indemnifying party will obtain the prior written
approval of the Bank Indemnified Party or Client Indemnified incur no liability for any act or failure to act any other
Parry,as the case may be, before entering into any settlement financial institution, intermediary, or any otherr 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 parry'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 NON- 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
Exhibit F
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.servicec@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 parry'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
plural and those defined in the plural shall be deemed to APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL
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 11/2024_Ver.4.0 Page 7 of 10
Exhibit F
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
By. Oscar J.Garc4,CPA By.
Title: Auditor-ControlledTreasurer-Tax Collector Title:
Tax Identification Number: 94-6000512
E I N D by ck y Johnson
BMO BANK N.A.
O
X
Title: Authorized Individual-Jackelyn J.Johnson
Legal Documentation Negotiator-Paralegal
Dated July 17th , 2025.
Rev 1112024_Ver.4.0 Page 8 of 10
Exhibit F
IV
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
Exhibit F
SERVICES SELECTED:
❑ Account Validation Service ❑ Foreign Exchange Service
® 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
® Check Debit Block Service ® National Wholesale Lockbox Service
® Check Imaging Service ® Online Banking for Business Service
® Cash Vault Service ❑ Online Bill pay Consolidator Service
® Comprehensive Payables/EDI Origination Service ❑ Online Billpay Service
® Comprehensive Payables Service (One or More Pay ❑ Payments with Zelle Service
Types)
® Comprehensive Receivables/EDI Collections Service ® Positive Pay Service
❑ Controlled Disbursement Service ❑ Real Time Payment Services
❑ Convenience Pay Service ❑ Regional Lockbox Service(Basic Wholesale,Wholesale,
Hybrid and Retail Lockbox
® Corporate Image Cash Letter Service ❑ Remote Deposit Service
❑ Commercial Sweep to Loan Service ❑ Reverse Positive Pay Service
❑ Commercial Sweep to Loan and Mutual Fund ® Safekeeping Service
Service
® Commercial Sweep to Mutual Fund Service ❑ Sweep to Corporate Money Market
❑ Correspondent Image Cash Letter Service ® Tax Payment Service
❑ DirectBiller/DirectPay Manager Service ❑ V-PAYO Service
® File Transfer Facility Service ® 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.Garcia/WA
Name:
Title: Auditor-Controller/Treasurer-Tax Collector
Title:
BMO BANK N.A.
E- I N D by ck ly�on
X
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