Branch: 103
E Exchange
B IBS User ID: A440482
Bank Date: 05/14/2024
Resolution Authorizing Acceptance of Wire Transfer Agreement WHEREAS, it is the in best interest of City Of Cotati
(the "Company") to enter into the Agreement, as amended from time to time; and WHEREAS, the following is a true and correct copy of Company Resolutions duly adopted by the Board of Directors (if a corporation), the partners (if a partnership), members/managers (if a limited liability company), that such Company Resolutions are in full force and effect and have not been amended, modified or repealed;
WHEREAS, the Company has reviewed and approved the Exchange Bank Wire Transfer Agreement anc Wire Transfer Signature Card (collectively, "Agreement"), together with any supporting documents, corresponding exhibits, schedules or attachments to the same, to be entered into by and between the Company and Exchange Bank ("Bank");
WHEREAS, defined terms in this document shall have the meaning provided in the Agreement, unless otherwise provided herein; and
WHEREAS, the Company has determined that it is in the best interests of the Company to enter into the Agreement in connection with the Wire Transfer Services and subject to the terms and conditions of the Agreement, as amended from time to time.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. The Company finds that it is in the best interest of the Company to enter into the Agreement, as amended from time to time;
2. The Company authorizes and appoints each of the officers of the Company and any authorized signer on the deposit accounts of Company, acting individually or together, to execute and deliver the Agreement;
3. Any one or more of the foregoing persons are authorized to negotiate terms and conditions of the Agreement, amendments or supplements to the Agreement, to determine from time-to-time who on behalf of Company shall be Authorized Representatives), and to enter into such other agreements, supplements and amendments as they individually or jointly determine to be appropriate, including amendments or supplements; and
4. The authority given above will continue, and the Bank may rely on the actions of any person referred to above, until such time as the Bank is given formal written notice of the revocation of such authority and the Bank has an opportunity to respond to the same. All acts and deeds taken by any person referred to above shall be deemed the act and deed of the Company for all purposes relating to the Agreement and to all services described in the Agreement or provided by the Bank to the Company under the Agreement.
RESOLVED FURTHER, that this Company hereby ratifies and confirms the acts of its officers, agents or employees in heretofore requesting transfers of funds from this Company's accounts with the Bank by wire or comparable funds transfer together with any acts performed in relation thereto.
RESOLVED FURTHER, that the bank is authorized to act upon these resolutions until written notice of the revocation thereof by a resolution duly adopted by the governing body of this Company is delivered exchangebank.com | 707.524.3000 | Member FDIC
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to the Bank, such revocation in no way to affect the obligations of this Company to the Bank incurred pursuant to the terms of these resolutions prior to receipt by the Bank of such notice of revocation, and giving a reasonable opportunity to Bank to reply to the same.
I further certify that these resolutions are still in force and effect and have not been amended or revoked and that the specimen signatures appearing on the signature card below are the signatures of the persons now authorized to direct transfers of funds for this Company by virtue of said resolutions.
IN WITNESS WHEREOF, I/we, the undersigned ("Undersigned"), herby certify to Bank that the undersigned am/are the individual owner of the sole proprietorship, or the secretary or assistant secretary of the corporation, or a general partner, or a member (if management is by member), or the manager (if management is by the manager), or the representative of the governing body of the Company, and designated keeper of the records and minutes of the Company. The Undersigned further hereby certifies under penalty of perjury under the laws of the state of California that the forgoing resolutions were duly and legally adopted by the governing body of the Company and that said Resolutions have not been revoked and are currently in full force and effect:
Client: City Of Cotati
By: Kein Patter
Name: Kevin Patterson
Title: Secretary
Date: 5/14/2024
By:
Name:
Title:
Date:
exchangebank.com | 707.524.3000 | Member FDIC
Rev. Jan-24 | GO0204
EB Exchange Limits set
Bank in Exchange Bank.
Wire Transfer Signature Card
Client Name: City Of Cotati ("C
The following persons are each hereby designated as an Authorized Represen defined in the Wire Transfer Agreement entered between the Company named above and Exchange Bank.
Authorized Representatives) to Make Transfer Request
Print Name Title/Position ignature Phone Number Dollar Limits Damien O'Bid
City Manager сими 707-843-0298 UNLIMITED
Angela Courter Admin. Director 707-665-4236
Angel Court UNLIMITED
Noah Housh 707-665-3635
Community Director UNLIMITED
Christopher Simmons Police Chief 707-665-3601 UNLIMITED The following persons are authorized to approve/confirm transfers of funds for the transfer accounts listed below, as applicable.
Authorized Representative(s) to Approve/Confirm Transfer Request Name Call-back Phone Number Maximum Transfer Amount
Damien O'Bid 707-843-0298 UNLIMITED
Angela Courter 707-665-4236 UNLIMITED
Noah Housh 707-665-3635 UNLIMITED
Christopher Simmons 707-665-3601 UNLIMITED
Transfer Accounts for Non-Repetitive Requests
Account Name Account Number Dollar Limit of Transfer
City of Cotati 0030010096 UNLIMITED
City of Cotati 0030010138 UNLIMITED
As authorized by the foregoing resolutions, I, Damien O'Bid City Manager (title) of the Company identified above, do hereby designate the persons noted above to act as Authorized Representatives) as provided in the Wire Transfer Agreement with Exchange Bank, including Schedule A thereto.
Nami
By: Date: 05/14/2024
exchangebank.com | 707.524.3000 | Member FDIC
Rev. Jan-24 | GO0204
Branch: 103
Exchange
IBS User ID:A440482
Bank Date: 05/14/2024
Wire Transfer Agreement
1. Wire Transfer Services. Exchange Bank ("Bank") hereby offers the undersigned client ("Client") and Client hereby accepts the funds transfer service described in this Wire Transfer Agreement (the "Wire Transfer Services"). Client may submit funds transfer requests ("Requests)") to Bank in accordance with the terms and conditions of this Wire Transfer Agreement ("Agreement"). A "Request" includes payment orders, as defined in Division 11 of the California Commercial Code. The word "may," when used in reference to Bank, means at Bank's option and sole discretion. Action (or inaction) that Bank "may" take is authorized by Client and allowed to Bank, but is not required. Client agrees that Bank will not be liable for any action taken or any failure to act when action or inaction is at Bank's Subject to the terms of this Agreement, Bank may execute a Request received in the name of Client, whether such Request is written in-person, by facsimile to a number provided by Bank for this purpose, by email, or by Bank approved online banking channel ("EB Online Funds Transfers)" or "Digital Banking"), unless otherwise specifically agreed in writing. A Request submitted electronically as an EB Online Funds Transfer will also be subject to the terms of Bank's separate online banking agreement, as applicable, the Exchange Bank Business Digital Banking Service Description ("EB Online Terms"). To the extent there are any conflicts between this Agreement and the EB Online Terms, this Agreement shall control. Client is responsible for all Requests to the fullest extent provided by law and as set forth in this Agreement. Bank may choose the funds transfer mechanism (for example, FedWire, correspondent bank transfer) to be used when acting upon Client's Request.
This Agreement may include exhibits, appendices, schedules or similar materials, which form a part of the Agreement (collectively referred to as "Supporting Documents"). Any reference to the Agreement shall be deemed to include the Supporting Documents, unless otherwise stated. Unless otherwise agreed, this Agreement including the Supporting Documents will be deemed accepted by Client upon provision by Bank of the Wire Transfer Services. This Agreement will be deemed effective as of the effective date provided below.
This Agreement forms part of the Deposit Account Agreement ("Deposit Agreement") agreed to by Client. In the event of conflicts between the terms of this Agreement and the terms of the Deposit Agreement, the terms of this Agreement shall control. Defined terms in this Agreement shall have the meaning provided in the Deposit Agreement, unless otherwise defined in this Agreement.
2. Form and Accuracy. All Requests must be provided to Bank, which may be required to be in a torm prescribed by Bank. Client assumes the sole responsibility for providing Bank with accurate transaction information in the form and format that Bank requires. Bank is not responsible for confirming such information, or for failing to detect and reject duplicate Requests. If Client provides Bank with a Request that is incorrect in any way, Client agrees that Bank may charge Client's accounts for the transaction whether or not the error could have been detected by Bank. Bank is not obligated to detect errors in Client's transfer or payment instructions.
3. Transfer Account Designation. Client agrees to designate the payment account each time a Request is initiated ("Transfer Account"). Client authorizes Bank to debit the Transfer Account or any other account maintained by Client at Bank for the amount of the Request plus any fees or other amounts due Bank in connection with the Wire Transfer Services.
4. Sufficient Funds. Client agrees to maintain sufficient available funds (as determined under Bank's funds availability policy) in the Transfer Account to cover all Requests and applicable fees, or such higher amounts as Bank may specify from time to time. Client acknowledges that Bank does not control intermediary banks, including intermediary banks chosen by Bank, and that Bank does not control whether intermediary banks deduct fees as part of the processing of a funds transfer. Client agrees that Client's funds may be held by Bank for a period of time during the term of this Agreement exchangebank.com | 707.524.3000 | Member FDIC
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and following termination of the Wire Transfer Services, to protect Bank against any possible losses relating to the use by Client of the Wire Transfer Services. If Bank does hold funds, Bank may treat the held funds as not available for other purposes, and reject other transactions (for example, checks or other transfer instructions). Bank may, at its sole discretion, allow overdrafts/overlimits or negative balances, but Bank also may discontinue the practice at any time with or without prior notice to Client.
Bank may prevent or reverse any payments or other service as a means of preventing or recovering any overdrafts or other exposures. If Client does not have sufficient or available funds or credit in the Transfer Account, Bank may charge any account of Client's with Bank. Alternatively, and at Bank's sole discretion, Bank may overdraw Client's Transfer Account and Client may be charged an overdraft or other fee (such as fees for returned checks or other electronic items), such overdraft and fee(s) Client agrees to immediately pay Bank. Nothing in this Agreement shall be construed as Bank's commitment or obligation to lend Client money.
5. Security Procedures. Client and Bank may agree to certain procedures as reflected on Schedule A to this Agreement (collectively, "Security Procedures") designed to verify the authenticity but not errors in transmission or content, including discrepancies between account names and numbers of a Request. In the absence of procedures reflected in Schedule A or the lack of a separate applicable agreement addressing the Security Procedures, Client agrees that the applicable Security Procedures customarily followed by Bank for Requests will be deemed to be the Security Procedures for the purpose of this Agreement. If Bank takes any action not provided in the Security Procedures in connection with any Request, such additional action shall not be deemed to become a mandatory part of the continuing Security Procedures. Before using the Wire Transfer Services and before sending a Request to Bank, Client will review the Security Procedures and determine whether they will provide a commercially reasonable method for verifying whether a Request is that of Client.
Client agrees not to use the Wire Transfer Services if Client is unable to determine that the Security Procedures will provide a commercially reasonable method for verifying that a Request is Client's. As part of the review, Client will consider the size, type, and frequency of Requests Client will make or anticipates making, along with such other factors as Client may deem relevant or appropriate. If the size, type or frequency of a Request made by Client changes such that the Security Procedure in use by Client no longer provides a commercially reasonable method of providing security against unauthorized Requests, Client shall notify Bank in writing at the address provided for Bank, below.
Client agrees that Bank will use the Security Procedures to verify the authenticity of a Request, but that the Security Procedures are not designed to and are not used for the purpose of detecting error.
Bank may offer to Client or require Client to use additional security authentication tools or methods from time to time. If Client chooses not to implement supplemental authentication tools, Client's access to some or all of the Wire Transfer Services may be limited. The term "Security Procedures" will include any supplemental authentication tools that are offered to Client by Bank. Client's continued use of any modified Security Procedures will evidence Client's agreement that the modified Security Procedures are commercially reasonable for Client's use of the Wire Transfer Services.
If Bank acts on a Request in compliance with the Security Procedures, then Client will be obligated on the Request, and it will be treated as Client's Request, whether or not authorized by Client.
Any Request received by Bank will be treated as Client's and will bind Client whether or not Bank complied with the Security Procedures, if the Request is authorized by Client, if the Request is delivered to Bank directly or indirectly by any authorized representative of Client ("Authorized Representative"), or if Client would otherwise be legally bound by the Request, regardless of whether the Request was erroneous in any respect or that any loss would have been prevented if Bank had complied with the Security Procedures.
Client will use and safeguard the Wire Transfer Services, Security Procedures, and Supporting Documents in accordance with the Agreement. In connection with Client's safeguarding obligations, Client will implement and maintain physical, technical, and administrative controls and procedures exchangebank.com | 707.524.3000 | Member FDIC
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sufficient to prevent impermissible or unauthorized access to or use of the Wire Transfer Services, the Supporting Documents, or any part of the Security Procedures.
Client assumes all risks associated with disclosure of any part of the Security Procedures, including, as applicable, a Security Procedure to its employees. Client agrees to limit disclosure of Security Procedures to those employees or agents Client will authorize to access the Wire Transfer Services on Client's behalf, or who have a specific need to know. Client agrees to follow all requirements and guidance that may be outlined in the Supporting Documents. Client agrees to promptly change security codes and level of authority, as applicable, in the event of any change in personnel or when reasonably prudent to do so.
Bank has adopted a number of policies and procedures for use by Bank and Bank personnel to comply with laws, rules, and regulations applicable to Bank and to reduce risks of loss to Bank. In some cases, these policies and procedures include analysis of Client and Client's use of the Wire Transfer Services. Client understands and agrees that these are internal policies and procedures of Bank for compliance or internal risk control, not policies or procedures to protect Client against the risk of unauthorized wire transfers or to mitigate risks to Client. Client agrees that Bank has no duty to Client to monitor, review or otherwise take action or inaction to identify or prevent unauthorized wire transfers, excepting the use of the security procedures described above. The internal Bank policies and procedures shall not constitute a standard of care to determine whether Bank met any standard of care in connection with action or inaction by Bank in connection with the Wire Transfer Services.
Bank is not obliged to act on a Request that is not transmitted in accordance with the Security Procedures. Bank may act on an incomplete Request at its sole discretion, including but not limited to if in Bank's reasonable opinion, it contains sufficient information. Bank has no duty to discover, and shall not be liable for, errors or omissions made by Client or the duplication of any Request by Client.
Any person identified by Client in the Supporting Documents or so designated by any subsequent notice delivered to Bank may receive information, communications, and notices regarding the Wire Transfer Services, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Wire Transfer Services. If the identity of such a person changes, Client will promptly notify Bank. Bank will have a reasonable time after receipt of a notice or other communication to act on it.
6. I Recalls, Cancellations, or Amendments. If Client informs Bank that it wishes to recall, cancel or amend a Request after it has been received by Bank, Bank may, but will not be required to, use its reasonable efforts to assist Client to do so, but shall not be liable for any loss, cost or expense suffered by Client if Bank does not, or is unable to, amend, cancel or recall the Request. Client hereby agrees to indemnify Bank against any loss, liability, claim or expense (including legal fees) Bank may incur in connection with assisting Client to recall, cancel or amend any Request.
7. Account Transfer Limitations. All transfers to and from an account will be subject to the terms and conditions applicable to the account as set forth in the Deposit Agreement, including but not limited to transfer limitations. If Client exceeds these limits, Bank may impose a fee, close or convert Client's account, limit Client's use of the Wire Transfer Services, or any combination of the foregoing.
In addition, there may be other transfer limits addressed in the Supporting Documents.
8. Delay or Refusal To Process Request. Bank reserves the right to, in its sole discretion, delay or refuse to process any requested Wire Transfer Services, including inbound or outbound transfers.
Bank may do so for any reason or for no reason. Bank may provide notice to Client, but is not obligated to do so. Without limiting the foregoing, Bank may delay or refuse processing, for example, if: (a) processing would or may exceed the available funds in Client's affected account; (b) the exchangebank.com | 707.524.3000 | Member FDIC
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Bank
Request is not authenticated to Bank's satisfaction or Bank believes it may not have been authorized by Client; (c) the Request contains incorrect, inconsistent, ambiguous, or missing information; (d) processing would or may involve funds which are subject to lien, security interest, claim, hold, dispute, or legal process prohibiting withdrawal; (e) processing would or may cause a violation of any laws or rules applicable to Client or to Bank; or (f) for any other reason. In addition, Bank shall be excused from failing to transmit or delay in transmitting a Request if such transmittal would result in Bank's having exceeded any limitation upon Bank's intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank's reasonable judgment otherwise may violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Client agrees that Bank will have no liability to Client or to any other person for any loss, damage or other harm caused by or arising out of any such delay or refusal.
9. Inconsistencies. If a "beneficiary" (as defined in Division 11 of the California Commercial Code) of a Request is identified by both name and account number, payment may be made by Bank and by any other financial institution based on the account number even if the name and the account number are not consistent or identify different parties. If an intermediary bank or a beneficiary's bank is identified on a payment order by both name and number, Bank and other financial institutions may rely on the number even if the name and the number are not consistent or identify different parties. It is Client's responsibility to ensure that all names and identifying or bank account numbers match and are correct.
10. Provisional Credit. Client acknowledges that credit for a payment order is provisional until the receiving financial institution obtains final settlement. If final settlement does not occur, the originator of the payment order is not deemed to have made payment to the beneficiary, and the beneficiary's bank is entitled to a refund of the provisional credit. Client agrees that when Bank gives Client credit for an incoming payment order, including but not limited to, returned credited transactions or credit reversals, it is provisional until Bank receives final settlement for the payment order. Bank may delay availability of provisional funds at its discretion. If Bank does not receive final settlement, Client must return the funds previously credited to Client's account to Bank, and the person who sent the payment order will not be treated as having paid Client. Bank may refuse to permit the use of any amount credited for an incoming payment order, including but not limited to a debit entry or credit reversal if Bank believes in its sole discretion that there may not be sufficient funds in Client's account to cover chargeback or return of such transaction.
11. Confirmation; Duty to Review and Report. Bank may provide or make available confirmation of advice based on the request of Client and in any case shall include the transfer as part of the account statements provided by Bank to Client. Client agrees to examine the contirmations and monthly account statements promptly upon receipt or availability, whichever occurs first. Client shall notify Bank immediately and in no event later than fifteen (15) days after receipt or availability, whichever occurs first, of an advice or statement of the existence of any errors, unauthorized transactions or irregularities reflected on the confirmation or account statement. Except to the extent expressly limited by applicable law, failure to notify Bank within fifteen (15) days shall relieve Bank of responsibility for errors, unauthorized transactions or irregularities that may arise after the 15th day.
Failure to notify Bank within one year shall preclude Client asserting the errors, unauthorized transactions or irregularities against Bank.
If Client's Request is for an international fund transfer from a non-business account for personal, family or household purposes, and otherwise covered by Regulation E, Subpart B, Client will have the right to dispute certain errors in the transaction. Client can contact Bank for a written explanation of Client's rights under Regulation E, Subpart B.
12. International Wire Transfers and Foreign Currency. Requests to beneficiaries within the United States will be made only in United States Dollars. If Client requests a funds transfer to a foreign exchangebank.com | 707.524.3000 | Member FDIC
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country, including in United States Dollars or in a currency other than United States Dollars, Bank may transfer the payment in the currency of the beneficiary bank's country at any exchange rate chosen by Bank. If a Request is returned, Client agrees that the exchange rate for conversion of the foreign currency into United States Dollars may differ from that used by Bank to process the initial fund transfer and that adjustment to Client's affected account held at Bank may be less (or more) than the amount initially debited from such account to fund the fund transfer. Client should not expect Bank's foreign exchange rate to be the same as rates quoted from time to time online or in non-Bank publications. Client agrees that, except to the extent limited by applicable law, Bank may not be held liable for any loss or damage due to any act, error, or omission of any international correspondent, domestic receiving bank or agent, including the failure of the international correspondent, domestic receiving bank or agent to locate, or error in identifying the named payee, or from failure to effect payment, or due to any other cause whatsoever beyond Bank's control, including the demise or failure of the international correspondent's domestic receiving bank or agent. For any incoming or outgoing fund transfers involving non United States Dollars, foreign exchange rate quotes provided by Bank may not be considered a foreign exchange contract or guaranteed unless Bank notifies Client a contract or guarantee applies. Foreign exchange rates are constantly changing due to market conditions and may vary based upon the particular currency, transaction amount, time of day, market volatility, and/or other factors influencing the liquidity and Bank pricing for such currency, and Client acknowledges and accepts the risk of such fluctuations. Further, the exchange rate used for each particular transaction may be based upon normal retail exchange rates reflecting market conditions, which will be different from the wholesale (bank-to-bank) published rates. FDIC deposit insurance does not insure against any loss due to foreign currency fluctuations. Bank is not responsible for losses incurred as a result of the foreign exchange rate applied to the conversion from U.S. Dollars to foreign currency. The foreign exchange rate may include a commission paid to Bank for exchanging the foreign currency. Client agrees to indemnify and hold Bank harmless from and against any liability, loss or damage incurred by Client or Bank in connection with any losses or claim arising from Bank's compliance with any international fund transfer request.
13. Cutoff Hours. The cutoff hour for same-day Requests must be received by Bank's Wire Department by 12:30 p.m. Pacific Time. A Request is considered executed when Bank executes it. If a Request is received after the cutoff hour or on a day that is not a business day, Bank may process the Request the following business day. Alternatively, the Request may be processed by Bank on the same day in its sole discretion.
14. Compliance with Law. Client shall comply with all laws, rules, and regulations applicable to Client, to Client's business and operations, and to Client's use of the Wire Transfer Services, including without limitation, the prohibitions applicable to illegal Internet gambling as well as the Office of Foreign Assets Control sanctions and regulations.
15. Delayed Processing. In addition to any rights or allowances provided to Bank under this Agreement or in any other agreement Bank has with Client, Client agrees that Bank may delay posting of an inbound credit to Client's accounts), or delay the processing of an outbound transaction, when the delay is due to a suspicion that the transaction may be in violation of applicable law, or the transaction is otherwise under review by Bank.
16. Fees. Client agrees to pay Bank the fees prescribed in Bank's applicable current fee schedule for each of the Wire Transter Services, a copy of which is available upon request ("Fee Schedule").
Unless other arrangements are made for payment of the fees, Bank will automatically debit any account maintained by Client with Bank in the amount of the fees.
17. Limitation on Liability. Bank's duties and responsibilities shall be limited to those set forth in the Agreement. Except to the extent otherwise required by applicable law or regulation, Bank will not be liable for (i) any punitive, indirect, consequential or special damages or lost profits, even if Bank has been advised of the possibility of such damages, including without limitation any claims of wrongful exchangebank.com | 707.524.3000 | Member FDIC
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dishonor resulting from Bank's acts or omissions under this Agreement, (ii) the acts or omissions of a contractor, vendor, processor, third-party servicer or vendor used by Client or Bank, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, (iii) Client negligence or breach of any agreement with Bank, (iv) any error, failure, delay, loss, cost, expense, or damage to Client in connection with any communication link or line, software, or any technical computer service, including software installation or de-installation, including any performed by Bank, or Client's or Bank's use thereof (v) any ambiguity, inaccuracy or omission in any instruction or information provided to Bank; (vi) the application of any government or funds-transfer system rule, guideline, policy or regulation; (vil) the lack of available funds in Client's account to complete a transaction; (viii) Bank's inability to confirm to its satisfaction the authority of any person to act on Client's behalf; (ix) Client's failure to follow any applicable software manufacturer's recommendations or Bank's instructions, or (x) any Internet sites related to Wire Transfer Services or maintained or operated by Bank or the use thereof or the inability to use such sites by any party, or in connection with any failure or performance, error, omission, interruption, defect, delaying in operation or transmission, computer virus or line or system failure, even if Bank, or representatives thereof, are advised or the possibility of such damages, losses or expenses. There may be other exceptions to Bank's liability, as stated in the Deposit Agreement or other service agreements with Bank.
Except to the extent otherwise required by applicable law or regulation, Bank's liability and Client's remedy for actual costs and losses resulting from Bank's actions and/or omissions, whether the claim is in contract or tort, will not exceed $50,000. Any claim, action or proceeding by Client to enforce the terms of the Agreement or to recover for any service-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Client agrees to cooperate with Bank in any loss recovery efforts Bank undertakes to reduce any loss or liability that arises in connection with the Wire Transfer Services. Client acknowledges that service fees have been established in contemplation of: (A) these limitations on Bank's liability, (B) Client's agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (C) Client's agreement to assist Bank in any loss recovery
18. Indemnification. Except to the extent otherwise required by applicable law or regulation, Client agrees to indemnify and hold Bank, its affiliates, successors and assigns, licensors, processors, third- party contractors and vendors, and their respective directors, officers, shareholders, employees and agents, harmless from and against any and all claims, loss, damage or liability of any nature whatsoever (including but not limited to attorneys' fees and court costs) arising directly or indirectly out of: (i) the wrongful acts or omissions of Client, or any person acting on Client's behalf in connection with Client's use of Wire Transfer Services, including without limitation (a) the breach by Client of any provision, representation or warranty of the Agreement, (b) the negligence or willful misconduct (whether by act or omission) of Client or its agents or any third party on behalf of Client, (c) any misuse of Wire Transfer Services by Client, or any third party within the control or on behalf of Client, (d) the failure by Client to comply with applicable state and federal laws and regulations, or (e) any fine, penalty or sanction imposed on Bank by, any clearing house, or any governmental entity, arising out of or connected with Wire Transfer Services; (ii) any act or omission of Bank that is in accordance with the Agreement or instructions from Client; (iii) actions by third parties, such as the introduction of a virus that delays, alters or corrupts the transmission of an image or communication to Bank; (iv) any loss or corruption of data in transit from Client to Bank; (v) any claim by any third party claiming that such third party incurred loss due to the Wire Transfer Services; or (vi) any claims, loss or damage resulting from Client's breach of, or failure to perform in accordance with, the terms of the Agreement. This indemnity will survive the termination of the Agreement. Client agrees that it will not assert any claims against Bank based on theories of negligence, gross negligence, strict liability, misrepresentation, or fraud based on or relating to any communication link, software or Client's possession or use thereof or any technical computer service including, but not limited to, software installation or de-installation performed by Bank, as applicable. exchangebank.com | 707.524.3000 | Member FDIC
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CLIENT ACKNOWLEDGES THAT WIRE TRANSFER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BANK IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS
IN OR TO ANY INFORMATION RESULTING FROM CLIENT'S USE OF WIRE TRANSFER SERVICES. BANK MAKES NO AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, REGARDING CLIENT'S USE OF WIRE TRANSFER SERVICES AND THE EQUIPMENT,
INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
19. Force Majeure. Notwithstanding any other provisions of the Agreement, Bank shall not have any responsibility or liability for any failure, error, malfunction or any delay in carrying out any of its obligations under the Agreement if such failure, error, malfunction or delay results from events due to any cause beyond its reasonable control, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, pandemic, civil commotion, strikes, stoppages of labor or industrial action of any kind, riots, insurrection, war or acts of government, power or equipment failure (including that of any common carrier, transmission line or software), emergency conditions, adverse weather conditions or any other factor, medium, instrumentality, condition or cause. Bank will not be liable or responsible for the acts or omissions of any other financial institution or any third party or for any inaccuracy or omission in a notice or Request received by Bank from Client, another financial institution, or any other third party.
20. Term and Termination. The terms of the Agreement will commence upon acceptance of the Agreement and will continue until terminated as follows: (i) Client may terminate some or all of the Wire Transfer Services under the Agreement, with or without cause, upon 30 days prior written notice to Bank; and (ii) Bank may terminate, suspend or restrict some or all of Client's access to the Wire Transfer Services under the Agreement, with or without cause, at any time immediately upon notice to Client. Any termination will not affect any obligations arising prior to termination. Upon termination, Bank may terminate Client's access to the Wire Transfer Services, and Client will terminate its access to and use of the Wire Transfer Services, except to the extent necessary to process transactions that were in process prior to the termination date.
21. Client's Records. The Agreement and Wire Transfer Services are not intended to relieve Client of any obligation imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting, and review practices as are customarily followed by similar businesses.
Except as otherwise stated in the Agreement, Client agrees to retain and provide to Bank, upon request, all information necessary to remake or reconstruct any transmission until one year following receipt by Bank of the transmission affecting an account.
22. Business Days. For the purpose of the Agreement, Bank's business days are Monday through Friday, excluding Saturdays, Sundays, bank holidays, and any other day that Bank chooses to be closed.
23. Assignment. Bank may assign its rights and delegate its duties under the Agreement to an affiliate or to a third party. Client may not assign any right or delegate any obligation under the Agreement without Bank's prior written consent
24. Third Parties. Client acknowledges and agrees that Bank may arrange for the Wire Transfer Services to be performed or provided by third parties, including but not limited to its affiliates. Client further agrees that any such party is a third-party beneficiary of the Agreement and as such is entitled party networks. In the event any third-party network is unavailable or Bank determines in its sole discretion, that Bank cannot continue providing any third-party network access, Bank may discontinue exchangebank.com | 707.524.3000 | Member FDIC
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or suspend the related Wire Transfer Services. In such situations, Bank will have no liability for the unavailability of access.
To the extent Client authorizes a third party to access the Wire Transfer Services on Client's behalf, Client will be solely responsible and liable for all actions and inactions of said third party. Client expressly assumes the risks associated with providing the Wire Transfer Services access rights to its agents or third party vendors, including but not limited to the risk of unauthorized or erroneous transactions. Bank will not be responsible, nor have any liability whatsoever for any services Client receives from Client's agents, or third-party vendors. Bank reserves the right to require Client to agree to additional terms and conditions as a condition precedent to Client's use of any agent or third- party vendor in connection with Client's access to the Wire Transfer Services.
25. Waiver. No party's failure or delay in exercising any right or remedy under the Agreement will operate as a waiver of such right or remedy, and no single or partial exercise of any right or remedy under the Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right. No waiver by either party of any breach of the Agreement will operate as a waiver of any prior, current or subsequent breach. No waiver, breach, right or remedy will be effective unless made in writing.
26. Electronic Recordings. Bank is authorized (but is not obligated) to record electronically and retain telephone conversations between Client (including its purported Authorized Representatives) and Bank. Accordingly, Client agrees on behalf of itself, its employees and agents that Bank may monitor and record Client's telephone and electronic communications in connection with the Wire Transfer Services at any time, without further notice. Bank and Client hereby agree that Bank may produce the telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with the Agreement and Client hereby acknowledges the validity and enforceability of such telephonic or electronic recordings.
27. Final Agreement; Amendments. In addition to the Deposit Agreement, the Agreement constitutes the final and complete agreement between Bank and Client with respect to the Wire Transfer Services, and supersedes all other oral or written agreements, understandings and representations with respect to the subject matter hereof. Bank may amend (add, delete or change) the terms of the Agreement, including applicable fees. Bank may make such amendments, additions, changes or deletions, at any time and at Bank's sole discretion. Bank will notify Client of the change as soon as reasonably practicable after it is implemented, which notice may be given electronically. Client's continued use of the Wire Transfer Services will evidence Client's consent to any amendments, including additions, changes or deletions.
28. Headings. Headings are for reference only and are not part of the Agreement.
29. Successors and Assigns. The Agreement is binding upon and shall inure to the benefit of Bank and Client and their respective successors and assigns.
0. Applicable Law; Severability. The Agreement shall be construed and interpreted in accordanc ith federal law and regulations, and with the laws of the state of California, without regard to i conflict of law provisions. Even if a provision of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality, or enforceability of the other provisions of the Agreement will no! effected impred be di
31. Security Interest. Client grants Bank a security interest in Client's accounts to secure the repayment of any obligation that Client incurs under the Agreement. The security interest provided under the Agreement is in addition to any other security interest Bank may have in Client's accounts exchangebank.com | 707.524.3000 | Member FDIC
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32. Availability. Bank may cause the Wire Transfer Services to be temporarily unavailable to Client, either with or without prior notice, for security or other reasons, and Client acknowledges that factors beyond Bank's reasonable control, such as telecommunications failure or equipment failure, may also cause the Wire Transfer Services to be unavailable to Client. In such event, Client must make alternative arrangements for scheduled transactions, and Client will be responsible for maintaining procedures and facilities to enable Client to do so if the Wire Transfer Services is unavailable to Client.
33. Subject Rules and Regulations. Client acknowledges that any Request executed by Bank will be subject to rules and regulations applicable to payment orders, including recordkeeping and information transmittal requirement under federal Bank Secrecy Act and its implementing regulations.
Client acknowledges and agrees that Bank may capture and transmit information regarding a Request (for example, beneficiary's name, address other beneficiary identifies, and beneficiary's account number) as part of the processing of a payment order. Client agrees to assist Bank in connection with any requirements imposed on Bank fulfilling Bank's obligations in this regard.
34. Client Representations and Warranties. If Client's Transfer Account is a commercial account (not primarily established for personal, family or household purposes), Client represents and warrants to Bank that: (i) Client is duly organized and validly existing, and is in good standing in every jurisdiction where required; (ii) Client has the authority to execute and deliver the Agreement; (iii) The officers executing and delivering the Agreement and for and on behalf of Client, are duly authorized to do so; (iv) Any consent, authorization or instruction required in connection with the Agreement has been provided by any relevant third party; Bank may rely upon the authority of each Authorized Representative for all purposes until Bank has received written notice acceptable to it of any change from an Authorized Representative and Bank has had a reasonable time to act thereon (after which time it shall rely upon the changed version); (v) Any act required by any relevant governmental or other authority in connection with the Agreement has been or will be done (and will be renewed if necessary); (vi) Client's performance of the Agreement and use of Wire Transfer Services will not violate any applicable law, regulation or other requirement; and (vii) Unless otherwise agreed to in writing by Bank, the accounts established by Client with Bank and the Wire Transfer Services Client establishes or uses in connection with the accounts will only be used for business purposes and not for personal, family or household purposes. Client expressly acknowledges that the Agreement is a legal, valid, and binding obligation. Client further acknowledges that Bank, in accepting the Agreement, is acting and relying upon the foregoing representations and warranties.
35. Notices. Except as otherwise provided in the Agreement, all notices and other communications by Client to Bank shall be in writing and, addressed to:
EXCHANGE BANK
Attn: Wire Department
PO Box 403
Santa Rosa, CA 95402
or at such other address as Bank may specify in writing. Notices to Client may be mailed or sent to Client electronically at the statement, email, or mailing address shown for Client in Bank's deposit or Wire Transfer Services records. Any notice or communication to Bank will be effective when Bank has actually received, and has had a reasonable time to act on it. Any notice or communication to Client will be effective when sent by Bank, or as otherwise stated in the notice or communication.
Certain notices may be provided to Client by Bank by telephone, facsimile or by electronic transmission at the telephone number, facsimile number, email address or other location or number as shown on Bank's records.
At its discretion, Bank may rely on notices or instructions sent to Bank via facsimile or electronic transmission as though they are originals. Without limiting the foregoing, Bank is entitled to rely on exchangebank.com | 707.524.3000 | Member FDIC
Rev. Jan-24 | GO0203
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any notice or instruction believed by it in good faith to be genuine or to have been signed or authorized by an Authorized Representative of Client.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers, as applicable, effective 05/14/2024 Client: City Of Cotati
Exchange Bank
By: Quench Courte By
Name: Angela Courter Name: Dominic Costantino
Admin. Services Director Title: RSM II
Title:
Date: 05/14/2024 05/14/2024
Date:
г
By:
Name: Damien O'Bid
Title: City Manager
Date: 05/14/2024
exchangebank.com | 707.524.3000 | Member FDIC
Rev. Jan-24 | GO0203
Exchange Branch: 103
EB Bank IBS User ID:A440482
Date: 05/14/2024
Wire Transfer Agreement - Schedule A
Security Procedures
• New Schedule A • Amended Schedule A to existing Schedule A, original dated: vrigion datected as of date signed by Bank, below) Pursuant to the Wire Transfer Agreement entered between Client and Bank, Bank has granted Client access to the Wire Transfer Services. Defined terms shall have the meaning provided in the Agreement, unless otherwise defined herein. Client wishes to choose a Security Procedure for purposes of authenticating Requests transmitted pursuant to the Agreement in the name of Client and delivered to Bank via the Wire Transfer Services, and Bank has agreed to authenticate Requests using the Security Client agrees that Security Procedures cannot be shared amongst the employees, including amongst Authorized Representatives, unless specifically provided herein. Any Request conducted as a result of a breach of this requirement will be at Client's sole risk and liability.
A. EXCHANGE BANK BUSINESS DIGITAL BANKING TRANSFER REQUESTS The Security Procedures applicable to Exchange Bank Business Digital Banking Funds Transfers are as described in the Acceptance of Treasury Management Services.
B. TRANSFER REQUESTS OUTSIDE OF EXCHANGE BANK BUSINESS DIGITAL BANKING (LEVELS I THROUGH III)
Client will provide Bank with a list of the names and titles of Authorized Representatives to make transfer Requests and to approve transfer Requests (as applicable), as listed on the applicable Wire Transfer Signature Card, or other standard form used by Bank to document transfer services.
Depending on the level of Security Procedure selected and the manner the Request is presented to Bank, Client may also be required to provide one or more telephone numbers which Bank may use to verify the authenticity of a funds transfer request or a request to amend or cancel a funds transfer Request. Client will specify the accounts to be charged for funds transfer Requests.
Bank may rely on the telephone numbers) and on the list of Authorized Representative which Client provides to Bank until Bank receives, and is able to distribute to its affected employees, a notice from Client changing the telephone numbers) or adding or deleting Authorized Representatives. A notice to change a telephone number or add an Authorized Representative must be provided by Client in writing to Bank. A notice to delete an Authorized Representative may be oral or in writing.
Client agrees that once Client has chosen the Security Procedure from the menu of Security Procedures set forth in this Schedule A the choice of Security Procedure is commercially reasonable for Client and that Client will be bound by Requests in Client's name as set forth in the Agreement.
Client agrees and understands that if Client does not designate one or more Security Procedures, then such inaction will constitute Client's refusal to choose from the menu of commercially reasonable Security Procedures. Furthermore, Client agrees and acknowledges that if Client does not designate one or more Security Procedures, then Bank will authenticate Requests given in Client's name using the "Default" Security Procedure for the Requests delivered in Client's name to Bank via the Wire Transfer Services and such authentication is commercially reasonable for the exchangebank.com | 707.524.3000 | Member FDIC
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size, type, and frequency of Requests normally issued by Client after considering the menu of Security Procedures Bank offered.
CLIENT TO CHECK SELECTED LEVEL OF SECURITY PROCEDURE:
LEVEL I: DEFAULT SECURITY PROCEDURE
IN-PERSON INITIATED REQUESTS ONLY
Bank permits in-person wire transfer Requests only when the Authorized Representative is present in the Bank and signs a Wire Services Payment Order in the presence of a designated Bank employee. Client agrees that in-person Requests will be authenticated by verifying the Authorized Representative's current, government issued photo identification.
Faxed or emailed Requests are not permitted under this level of security.
LEVEL I|
IN-PERSON, FAXED OR EMAIL INITIATED TRANSFER REQUESTS
In-person Requests: Bank permits in-person wire transfer Requests when the Authorized Representative is present in the Bank and signs a Wire Transfer Request in the presence of a designated Bank employee. Client agrees that in-person Requests will be authenticated by verifying the Authorized Representative's current, government issued photo identification.
Faxed and Email Initiated Requests: Client must select a Personal Identification Number (PIN) to be used when Client's Authorized Representative initiates a faxed or emailed Request. The PIN will be a single PIN assigned to the Client for the purpose of authenticating Authorized Representatives. Bank recommends a PIN of at least six digits. Bank will verify the Request by call-back to a SECOND Authorized Representative as listed on the applicable Wire Transfer Signature Card (other than the Authorized Representative who initiated the wire transfer Request). The second Authorized Representative must provide the Client's PIN when the Bank calls.
If Bank calls Client and is unable to speak with the second Authorized Representative, or is otherwise unable to verify the Request, Bank retains the option not to process the Request. Bank is only required to make one attempt to contact the second Authorized Representative.
LEVEL III
IN-PERSON, FAXED OR EMAIL INITIATED TRANSFER REQUESTS
In-person Requests: Bank permits in-person wire transfer Requests when the Authorized Representative is present in the Bank and signs a Wire Services Payment Order in the presence of a designated Bank employee. Client agrees that in-person Requests will be authenticated by verifying the Authorized Representative's current, Faxed and Email Initiated Requests: Bank will verify the Request by call-back to ANY Authorized Representative as listed on the applicable Wire Transfer Signature Car which may include the same Authorized Representative who initiated the wir transfer Request). No PIN verification will be obtained, instead, Bank will telephone and verify the Authorized Representative's identity by asking questions based on information in the Bank's records for the individual. This information is determined at the Bank's discretion. If Bank calls Client and is unable to speak with the Authorized exchangebank.com | 707.524.3000 | Member FDIC
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Representative, or is otherwise unable to verify the Request, Bank retains the option not to process the Request. Bank is only required to make one attempt to contact the Authorized Representative.
* * * * *
IN WITNESS WHEREOF the parties hereto have caused this Schedule A to the Agreement to be executed by their duly authorized officers, as applicable.
Client: City Of Cotati
Exchange Bank
By: Ugel Court. By:
Name: Angela Courter Name: Dominic Costantino
Title: Admin. Services Director Title: RSM I|
5/14/2024 Date: 5/14/2024
Date:
Neu din
By:
Name: Damien O'Bid
Title: City Manager
Date: 5/14/2024
exchangebank.com | 707.524.3000 | Member FDIC
Rev. Jan-24 | GO0207