Livingston City Council
September 19, 2023

CITY COUNCIL SPECIAL AND REGULAR MEETING
AGENDA
SEPTEMBER 19, 2023
SPECIAL MEETING:

REGULAR MEETING:
6:00 P.M. - 7:00 P.M
7:00 P.M.

WE ENCOURAGE ALL MEMBERS OF IBE PUBLIC TO PARTICIPATE IN THE MEETING VIA TELECONFERENCE BY CALLING (520) 525-8911. ANY MEMBER OF IBE PUBLIC PARTICIPATING VIA TELECONFERENCE WILL BE GIVEN THE OPPORTUNITY TO PROVIDE PUBLIC COMMENT. ADDITIONALLY, THE REGULAR MEETING WILL BE STREAMED ON YOUTUBE LIVE https://www.youtube.com/channel/UCB ZmOZIHELh-ECEPZ2VwZg Notice is hereby given that the City Council will hold a Special and Regular Meeting on September 19, 2023, at the City Council Chambers, 663 Main Street, Livingston, California. Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Persons requesting accommodation should contact the Deputy City Clerk at least 24 hours prior to this meeting at (209) 394-8041, Ext. 121. Any writings or documents pertaining to an Open Session item provided to a majority of the members of the legislative body less than 72 hours prior to the meeting shall be made
available for public inspection
by email if re
quested. Public
comments can be submi
tted via emailed at
citycoun
c
il
@livin
gstonci
ty.com. Comments must be
received by 2:00 p,m, on the day of the City Council
m
eeting in order for them to be distributed to the
Co
u
n
cil
p
rior to conside
ration of the matt
er.

You
will
need to
provide:

Mee
ting
d
ate, item number,
name, email and
c
omment (please
limit to 300
w
o
rds
or 3 minutes). Please include:

PUBLIC
COMMENT in the subject for the email. Written co
m
m
e
nts
will not be read
aloud at the
m
eeting,
but will be re
p
o
rted as
r
ecei
ved for the re
cord. H you do not
receive an
ackn
o
wledgement of
r
ecei
pt
by
4:00 p.m.,
please
call the City Clerk's
O
ffice at (209) 394-8041,
E
xt.121
(Note: This technology is
not a gua
ranteed meth
od).

CLOSED SESSION

1. Call to Order

2. Roll Call

3. Pledge of Allegiance.

4. Moment of Silence - First Responders and Military Members.

5. Citizen Comments

CLOSED SESSION
A "Closed" or "Executive" Session of the City Council or the Successor Agency to the Redevelopment Agency of the City of Livingston may be held in accordance with state law which may include, but is not limited to, the following types of items: personnel matters, labor negotiations, security matters, providing instructions to real property negotiators, conference with legal counsel regarding pending litigation. The Closed Session will be held in the City Council Chambers located at 663 Main Street, Livingston, California. Any public comment on Closed Session items will be taken before the Closed Session. Any required announcements or discussion of Closed Session items or actions following the Closed Session will be made in the City Council Chambers, 633 Main Street, Livingston, California.

6. Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to
Gov. Code,§ 54956.9(d): Two (2) matters

REGULAR MEETING

CALL TO ORDER
Pledge of Allegiance. Moment of Silence - First Responders and Military Members. Roll Call.

Closed Session Announcements. Changes to the Agenda.

CITIZEN COMMENTS
Next Resolution No.: 2023-68
Next Ordinance No.: 652

This section of the agenda allows members of the public to address the City Council on any item NOT on the agenda and items ON the agenda. If you wish to speak on an item on the agenda, please state the item number. Members of the public, when recognized by the Mayor, should come forward to the lectern, and identify themselves. Comments are normally limited to three (3) minutes. In accordance with State Open Meeting Laws, no action will be taken by the City Council this evening.

AW ARD, PRESENTATIONS, PROCLAMATIONS

1. Presentation by Dean Perry, Doug Walker, Greg Lisk, Mackenzie Darkow and Connor Secrest from Trane Technologies: Trane Energy Services Company Project Updates.

2. Presentation by Mayor Moran: Proclamation Recognizing the Fresno Area Hispanic Foundation

ANNOUNCEMENTS AND REPORTS
Supervisor Rodrigo Espinoza Announcements and Reports.

City Staff Announcements and Reports. City Manager Announcements and Reports. City Council Members' Announcements and Reports.

Mayor's Announcements and Reports.

Jatinder Mann
• City Council Alternate Liaison - Parks, Recreation and Arts Commission - Jatinder Mann • Merced Integrated Regional Water Management Plan (MIR WMA) - Jatinder Mann, Representative and Jason Roth, Alternate Representative. • Central Valley Division League of California Cities - Maria Soto, Representative and Jatinder Mann, Alternate.

Jason Roth
• City Council Liaison - Livingston Planning Commission - Jason Roth • Special City Selection Committee of the San Joaquin Valley Air Pollution Control Board - Jason Roth, Representative and Gurpal Samra, Alternative. • Merced Integrated Regional Water Management Plan (MIRWMA)- Jatinder Mann, Representative and Jason Roth, Alternate Representative.

Maria Soto
• Merced County Local Agency Formation Commission (L
AF
C
O) - Maria Soto,
Representative.
• Central
Valley Di
vision
League of California Cities - Maria Soto, Representative and Jason Roth, Alternate.

Gurpal Samra

Prepared by:

Daniel Campbell, Director
Senior Relationship Manager
Bank of the West
500 Capitol Mall, Suite 1200
Sacramento, CA 95814
C: 916-213-0880
[email protected]
CITY OF LIVINGSTON – BANKING SERVICES

RESPONSE TO REQUEST FOR

PROPOSAL FOR BANKING

SERVICES
DUE: JUNE 16, 2023 | 5:00 PM

ELECTRONIC COPY

500 Capitol Mall, Suite 1200 | Sacramento, California 95814 | P: (916) 552‐4400 | F: (866) 235‐9308

COVER LETTER
June 16, 2023
City of Livingston
Monica Cisneros, Deputy City Clerk
1416 C Street
Livingston, CA 95334
[email protected]
RE: Request for Proposal – Banking Services
Dear Monica:

Bank of the West, a trade name used by BMO Harris Bank N.A. (BOTW/BMO/Bank), has been a regular participant in the City of Livingston’s (the “City”) events and appreciates the strong leadership and collaboration the City demonstrated as the Central Valley’s Chapter Chair for the California Society of Municipal Finance Officers (CSMFO). BOTW values the City’s regular professional contributions to the region and hopes to collaborate with the City to continue these efforts. We provide banking services similar to those the City requires as the bank of choice for many of the Central Valley’s cities, counties, schools, and special districts, which gives us the experience to assist the City with your banking needs quickly. We are pleased to continue our support of the City and the region through this submission of our proposal for Banking Services.

We are pleased to share with the City that on February 1, 2023, BMO completed its planned acquisition of BOTW, uniting two like‐minded organizations with the combined strength to deliver new opportunities to our valued customers. As the 4th largest Commercial Bank in the U.S. by assets, BMO now has a strong position in three of the top five U.S. markets helping customers make real financial progress in all 50 states.

With our combined organizations, our proposal positions the City for optimum efficiencies by providing your staff with the treasury and payment solutions necessary to operate your finances successfully. In addition, our focus is relationship driven, and building a strong partnership is a high priority for us, combined with our firm commitment to the City’s long‐term needs. We are committed to providing a smooth transition for the City every step of the way.

As a Director, Dan Campbell is authorized to bind the Bank and has signed the cover letter accordingly.

We thank you for considering our proposal and the opportunity to work with you and Boldly Grow the Good in Business and Life.

Sincerely,
Dan Campbell, Director
Senior Relationship Manager

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Table of Contents  PAGE 3

TABLE OF CONTENTS
COVER LETTER .....................................................................................................................................II TABLE OF CONTENTS............................................................................................................................ 3 EXECUTIVE SUMMARY ......................................................................................................................... 5 PROPOSAL REQUIREMENTS ................................................................................................................. 7 Organization and Experience .................................................................................................... 7 Understanding of the Scope of Services ................................................................................... 9 Sample Contract........................................................................................................................ 9 Sample Reports ......................................................................................................................... 9 Latest Actual Reports .............................................................................................................. 10 SCOPE OF SERVICES – GENERAL REQUIREMENTS................................................................................ 11 Required services include: ............................................................................................... 11 Account Reconciliation Data Output Files............................................................................... 11 Reports.................................................................................................................................... 12 Statements .............................................................................................................................. 13 Check Imaging Service............................................................................................................. 13 Deposit Services.............................................................................................................. 19 Advantages to the City: ........................................................................................................... 20 Workflow:................................................................................................................................ 21 Technical Specifications: ......................................................................................................... 22 Implementation Requirements:.............................................................................................. 22 Recommended Scanners:........................................................................................................ 23 Features and Advantages:....................................................................................................... 23 How it Works:.......................................................................................................................... 24 Advantages to the City ............................................................................................................ 26 How it Works........................................................................................................................... 27 RCK Eligibility ........................................................................................................................... 27 Disbursement Services .................................................................................................... 27 Three Options for Check Image Delivery................................................................................. 28 How it works:........................................................................................................................... 31 Electronic Transfer of Funds ............................................................................................ 31 Reporting ........................................................................................................................ 34 Bank Balances ................................................................................................................. 37 Customer Services........................................................................................................... 38 Transition of Services ...................................................................................................... 40 Account Analysis Services................................................................................................ 46 Account Reconcilement................................................................................................... 46 Service Enhancements..................................................................................................... 48 Service and Convenience Fees are Revenue Neutral.............................................................. 49 Pricing...................................................................................................................................... 50

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Table of Contents  PAGE 4
Other Potential Fees................................................................................................................ 51 Payment Optimization............................................................................................................. 51 Information Reporting............................................................................................................. 51 BMO Developer Portal ............................................................................................................ 52 Suite of Production APIs.......................................................................................................... 52 Sweep to Short Term Investments.......................................................................................... 54 Features and Advantages:....................................................................................................... 56 How it Works:.......................................................................................................................... 56 Multiple Payment Methods .................................................................................................... 57 DirectBiller Payment Channels................................................................................................ 57 Bill Presentment Options ........................................................................................................ 57 Benefits.................................................................................................................................... 58 How They Work:...................................................................................................................... 60 Highly Efficient to Use ............................................................................................................. 61 Integrated Expense Claim Module (Premium Only)................................................................ 62 Convenient Receipt Image Management (Premium Only) ..................................................... 62 Real-Time Alerts...................................................................................................................... 62 Comprehensive Reporting....................................................................................................... 63 Other Required Services.................................................................................................. 64 Term of Contract ............................................................................................................. 64 MINIMUM INSURANCE REQUIREMENTS ............................................................................................ 65 IMPLEMENTATION PLAN.................................................................................................................... 66 REFERENCES....................................................................................................................................... 68 FEES................................................................................................................................................... 69 EXHIBITS ............................................................................................................................................ 70 Exhibit 1: Sample Treasury Services Master Agreement ........................................................ 71 Exhibit 2: Sample Affiliate Addendum to Master Agreement.................................................72 Exhibit 3: Commercial Account Agreement ............................................................................ 73 Exhibit 4: Contract for Deposit of Public Funds....................................................................... 74 Exhibit 5: Commercial Account Signature Record................................................................... 75 Exhibit 6: Sample Reconciliation Report ................................................................................. 76 Exhibit 7: Account Reconcilement Report Guide .................................................................... 77 Exhibit 8: Sample Online Banking for Business Reports.......................................................... 78 Exhibit 9: Sample Account Analysis Statement and Guide ..................................................... 79 Exhibit 10: Sample Detail Report............................................................................................. 80 Exhibit 11: BMO Q2 2023 Fact Sheet ...................................................................................... 81 Exhibit 12. Funds Availability Schedule ................................................................................... 82 Exhibit 13. Elavon New Application – Government Institutional – 04.2023...........................83 Exhibit 14. Elavon Service Fees Public Sector.......................................................................... 84 Exhibit 15. TPS Product Development Roadmap .................................................................... 85

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Executive Summary  PAGE 5

EXECUTIVE SUMMARY
Understanding and Approach
We understand that the City is seeking a strong partner to provide efficient, effective banking services and maintain sufficient liquidity and protection of the funds entrusted to the City. We took the time to truly understand, research the City’s banking needs, and develop a proposal to offer the City best-in-class solutions.

We will take a consultative approach to our partnership with the City and help reduce in-house costs by identifying efficiencies, implementing timesaving solutions, while keeping fraud prevention and data security a top priority. The enclosed response highlights many of our state-of-the-art payables and receivables solutions and fraud prevention tools. We offer remote deposit capture for collecting check payments and partner with many reputable armored carriers to provide safe and efficient transportation for currency and coin deposits and orders; ACH origination and same-day ACH services for direct deposit and payroll as well as new and efficient methods to pay seasonal and part-time employees using the RealTime-Payment network; automation of account reconciliation for City accounts; and our robust and secure online platform for information reporting and research. We will help to protect the City from potential overdraft occurrences by maximizing the City’s liquidity by earning interest using an investment sweep service.

The BOTW Advantage
BOTW distinguishes itself from other providers through our organizational structure, and the emphasis we place on providing value-added solutions for our customers. We support the delivery of business solutions by providing high-quality customer service. Our local management and hands-on collaborative approach provides quality services delivered by a team of local bankers that work with you as business partners to develop the most appropriate solution to your financial needs.

The Bank has combined all Cash Management units under one umbrella to create an integrated group comprised of Sales, Product Management, Implementation, Customer Service, and Operations units.

The unique structure fosters communication and responsiveness across all functions within the Cash Management division concerning issues related to: product and service competitiveness, performance and quality, and operational effectiveness and customer service delivery. We deliver feedback quickly and effectively to management for proper action.

We truly believe that we are the perfect partner for the City due to our careful approach to our customers.

We would be proud if the City selects BOTW, and we would reciprocate this by making the constituents, employees, and anyone who does business with the City feel the same.

We are here to Help.

Our commitment to the City emphasizes the importance of our relationship, and the efforts that we will deploy to ensure you receive not only the appropriate services, but also a great client experience. Your account will receive personalized attention. We will assign the City a customer service team that is dedicated to servicing strictly government clients, along with your primary relationship manager who will be your primary contact, and will help navigate your banking transactions.

Focused Team with Industry Expertise
The City will receive a proactive and consultative approach. We will proactively inform you of any changes, updates, and benefits in the products and services we offer. We will leverage our experience and

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Executive Summary  PAGE 6
knowledge of the government banking sector to deliver process efficiencies, and assist you with your receivables and payables, netting cost savings and up-to-date, innovative ideas.

General Banking Services
Services that the City can expect to receive include but are not limited to:

Implementation Incentive: Six months of account analysis fee waiver, including all cash management set-up fees, and initial account supplies (check stock, deposit tickets, deposit bags, and endorsement stamps).

Fixed pricing: Treasury management fee pricing is fixed for the duration of the contract.

Government Money Market Fund Investment Sweep (GOIXX): Not FDIC insured, tied to a standard deposit account with a one-day yield of 4.89% as of June 9, 2023. This is one of three funds that the City can select.

Preferred Earnings Credit Rate (ECR): 1.50% floating rate, bank-managed (as of June 13, 2023), which will help reduce cost and provide flexibility to save on excess balances.

Flexible Account Analysis Cycle: Monthly, quarterly, semi-annual and annual analysis settlement options.

No check cashing fee: Waived check cashing fee for all the City checks cashed at any Bank of the West branch.

Employee banking: The City’s employees receive discounted personal banking products and services. Our Premier program is offered to all City employees for their everyday banking, mortgage, and investment needs.

Community outreach: Onsite seminars covering such topics as fraud prevention and financial literacy.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Proposal Requirements  PAGE 7

PROPOSAL REQUIREMENTS
The proposal shall provide information necessary for the City to evaluate the qualifications, experience, and expertise of the proposing bank to perform the requested banking services. The bank shall make a written proposal which presents an understanding of the work to be performed. The proposal should address each requirement contained in the Scope of Services and be specific in presenting their qualification. Proposals should be as thorough and detailed as possible but written clearly and concisely so that the City may properly evaluate the bank’s capabilities to provide the required services. Proposals should not include any materials to be returned to the bank. Each proposal must include the following information:

ORGANIZATION AND EXPERIENCE
a. Provide a general overview and brief history of your organization including: customer service philosophy, parent and/or subsidiary companies, and the number of employees.

BMO Financial Group (TSX, NSYE: BMO) was established in 1817 and is North America’s 8th largest bank by assets1 with total assets of $1.25 trillion (CAD) and ~57,000 employees as of April 30, 2023. BMO serves more than 13 million customers through three integrated operating groups providing a broad range of personal and commercial banking, wealth management, global markets, and investment banking products and services. At BMO, we continue to build a high-performance, digitally-enabled, future-ready bank.

Anchored in our Purpose, we are driven by our strategic priorities for growth, strengthened by our approach to sustainability, and guided by our values to build a foundation of trust with our stakeholders and achieve leading customer loyalty.

BMO Harris Bank N.A. (BMO Bank) was established in 1882 as Harris Bank and has been owned by BMO since 1984. BMO Bank is a national banking association institution organized under the laws of the United States and is headquartered at 320 S. Canal Street, Chicago IL, 60606. Our U.S. holding company is BMO Financial Corp, which was incorporated in Delaware on January 16, 1984.

BMO Bank has approximately $265 billion (USD) in assets with more than 20,000 U.S. employees as of March 31, 2023. We are a top-tier provider for managing receivables, payables, working capital, and global solutions.

Our specialized knowledge, along with the strength and stability of BMO, means you can be confident you are working with a partner that is committed to serving your needs in the long term. Your funding needs are unique, which is why it is important that you work with a financial institution that has expertise in your industry. We will work with you to build a sound strategy to help you optimize your cash flow.

As a full-service financial institution, you will have access to our comprehensive resources tailored to your industry, including equipment leasing and financing programs. With our extensive local banking network, you will get convenient access to the day-to-day cash management services you need.

Our Treasury & Payment Solutions line of business provides industry expertise across large corporate, middle market, small businesses, and public sector clients. We offer a full suite of award-winning solutions to help you manage the City’s cash flow, including tools to help streamline your payments and collections process, as well as services that provide the information you need when you need it.

1 Source: Bloomberg GICS screen of largest North American banks by total assets as of October 31, 2022.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Proposal Requirements  PAGE 8
Providing BMO Treasury & Payments Services since…
ACH Transfers……………………………………………………… 1972
Account Reconciliation Services…………………………………. 1980
Balance & Reporting Services……………………………………. 1985
Controlled Disbursements………………………………………… 1981
Depository Services……………………………………………….. 1882
Electronic Checks (remote deposit)……………………………… 2005
Electronic Data Interchange (EDI)……………………………….. 1991
Image Services……………………………………………………... 2003
Lockbox (Wholesale)………………………………………………. 1960’s
Lockbox (Retail)…………………………………………………….. 1985
Positive Pay…………………………………………………………. 1985
Purchasing Cards………………………………………………….. 1982
Safekeeping………………………………………………………… 1960’s
Wire Transfers……………………………………………………… 1981
b. Provide the address of the branch location that will assist with the City’s banking needs.

The branch location nearest to the City that will be able to serve the City’s banking needs is located at 2101 Fulkerth Road, Turlock CA, 95380 (11.79 miles).
c. Describe the bank’s experience in providing similar services for other governmental agencies, specifically local government agencies located in California. Please include the number of public agency clients, the dollar amount of public funds on deposit, the types of services offered, and the bank’s knowledge of and adherence to the California Government Code.

Through Bank of the West’s/BMO Bank’s Government Banking Division, we have been serving the banking needs of the public sector for decades. Our dedicated group has local presences and works side-by-side with community and government clients across our U.S. footprint. We have a wealth of experience collaborating with states, counties, cities, special districts, and k-12 schools.

While we have many different shapes and sizes of government entity clients, we have government entities to which we provide similar banking services that the City is requesting. The service provided to cities comparable to the City includes online banking, deposit services, disbursement services, the electronic transfer of funds, reporting services, and maximizing bank balance yield with sweep accounts.

We have the government experience and are committed to meeting your banking needs and customer satisfaction expectations. Our client service advisors focus solely on our government agency clients, and the City would have a direct number to connect with the team. The government-specific focus of our client service advisors is key in cross-pollinating best practices throughout our government agency client base, as well as resolving issues quickly, due to their emphasis on and understanding of the public agency space. d. Provide the bank’s current credit ratings by Standard & Poor’s Rating Services and Moody’s Investor Services. If the proposer is not rated by these rating organizations, provide other evidence of the institution’s financial strength.

BMO Financial Group’s current credit ratings and capital structure for the last reporting period is below:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Proposal Requirements  PAGE 9

UNDERSTANDING OF THE SCOPE OF SERVICES
a. Provide a narrative of the bank’s understanding of the Scope of Services and proposal to complete the City’s banking needs.

Our team has a clear understanding of the requirements stated in your Scope of Services. Please refer to the responses we have provided to the General Requirements, Sections 1 through 12, following this section of the RFP Response.

SAMPLE CONTRACT
a. Provide a sample of the proposed contract for your bank’s services. Please also provide samples of all other documents which will need to be signed/entered into relating to the provision of the services requested in this RFP including any documents referenced or incorporated into the contracts/agreements.

We have provided the following sample contract agreements as follows:

Exhibit 1: Sample Treasury Services Master Agreement
Exhibit 2: Sample Affiliate Addendum to Master Agreement Exhibit 3: Commercial Account Agreement
Exhibit 4: Contract for Deposit of Public Funds
Exhibit 5: Commercial Account Signature Record

SAMPLE REPORTS
a. Provide one sample of each of the following type of reports from your system that are available for governmental agencies: Account Reconciliation Reports, Account Statements, Prior Day and Current Day Reports, Account Analysis Statement.

Please see the following attachments:

Exhibit 6: Sample Reconciliation Report
Exhibit 7 – Account Reconcilement Report Guide, which includes:
o Account Statements
o Prior Day Reports
o Current Day Reports
Exhibit 8 – Sample Online Banking for Business Reports

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Proposal Requirements  PAGE 10
Exhibit 9 – Sample Account Analysis Statement and Guide

LATEST ACTUAL REPORTS
a. Provide the bank’s most recent Annual Report and Quarterly Report filed with the Federal Deposit Insurance Corporation (FDIC).

We invite the City to visit our Investor Relations site at https://www.bmo.com/main/about-bmo/investorrelations/annual-reports-proxy-circulars?nav=left for more on our Quarterly and Annual Reports.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 11
SCOPE OF SERVICES – GENERAL REQUIREMENTS
REQUIRED SERVICES INCLUDE:
a. The bank must be a Federal or State of California chartered commercial banking institution Confirmed. BMO Harris Bank N.A. is regulated by the OCC under charter number 14583. b. The bank must be a qualified depository for public funds pursuant to the applicable State of California codes. All balances must be fully collateralized through the pool collateral system required under the State of California.

Confirmed.
c. The bank must fulfill orders for currency and coin as requested. The bank must provide full account reconcilement, electronic fraud protection, electronic deposits and disbursements, online tax payment, online wire entry, and online stop payment placement.

Descriptions of each of these services has been provided below:

Currency and Coin Orders
The BMO Cash Vault Service provides an easy and convenient method of ordering coin and currency for secure office delivery through an armored car service contracted with the City.

The Coin and Currency Order workflow is detailed below:

The City is established as a Coin & Currency Order Client with BMO.

Once the setup has been completed, the City will be provided with PIN numbers for ordering.

The City places coin and currency orders via the Garda Web Order online system, which is available 24 hours a day. The City may schedule order delivery up to 14 days in advance.

Ordering cutoff time is 11 a.m. local time for same day delivery.

The City arranges with armored courier for scheduled deliveries.

Account Reconciliation
In addition to our Paid Only and Deposit Plans available, we recommend our Full Plan Reconciliation services for the City. This maximizes reconciliation efficiency and control when you send us your check issue files as our system will match that information against your paid items. Electronic reports will show you paid checks, unpaid checks, summary reports, miscellaneous debits, and your outstanding settlement report. Reports for this plan can be delivered electronically via our eStatement service. All information accessed on the Online Banking for Business (OLBB) platform is secure browser-based (HTTPS) through an internet connection. Your users will use their existing computer and browser software to access the OLBB system. We recommend adding Positive Pay as an additional service to mitigate fraud.

Account Reconciliation Data Output Files
Raw Data Files: These data files are designed to exact specifications for easy use and automated loading to accounting software systems. These files are delivered via File Transfer Facility (FTF) within OLBB or delivery via OpenText:
o Format 4 – Paid Item (Check) File

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 12
o Format 60 – Outstanding Stale Items File
o Format 63 – Outstanding Check Issue File
o Format 96 – All Posted Transactions (Checks, Credits, and Non-check Debits) CSV Formatted Files: The City can use the common spreadsheet or database software for dynamic data files, where the data can be filtered, sorted, and subtotaled for a flexible user experience.

Data from the Account Reconciliation reports noted below can be saved as CSV formatted files directly from the eStatements service of OLBB:
o Paid Only Report – file contains all posted check activity o Miscellaneous Debit Report – file contains all posted non-check debit activity o Miscellaneous Credit Report – file contains all posted credit activity o Account Reconcilement Statement – file contains posted activity and check register detail
o Outstanding Check Detail – file contains a listing of outstanding checks in the check register as of the cycle end
o Credit Report – file contains credit transaction detail, including deposit slip serial or location numbers
With our OLBB service, you’ll have easy access to your reconcilement information. Any time you want, you will be able to monitor the status of your checks, view paid and outstanding items, view exception items, make pay/no pay decisions, and retrieve images of your checks.

Reports
The following month-end reconciliation reports are available and can be downloaded in either PDF or CSV formats:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 13
Statements
Bank Statements: Available via OLBB eStatements are available the next day after the bank statement cut-off date.

Account Reconciliation Reports: Released the fourth business day after the reconcilement period.

Check Imaging Service
You will have access to seven years of historical images online:

Paid Check Items: This gives you quick access to high quality check images that have been scanned, indexed, and sorted digitally for easy retrieval. Check images can be viewed through the Check Imaging service, Stop Payment service, Balance Reporting service (Account Information service), and the Recon Management Service.

Deposited Items: View images of deposit tickets and corresponding deposited checks.

Returned Items: View images of returned items that have been charged back to your account.

A Sample Reconciliation Report and Account Reconcilement Report Guide have previously been provided in Proposal Requirements, 4. Sample Reports as Exhibit 6 and Exhibit 7, respectively.

Electronic Fraud Protection
Rapid advances in technology and the growing sophistication of fraudsters make every business a target for check and electronic fraud. BMO services are designated to give you the protection you need against account fraud. Our ACH Positive Pay service provides convenient, online, self-service administering of incoming ACH payments via authorization payment filters, payment decisioning, and secondary approvals.

Email alerts keep you informed of actions that require your attention–whether it is reviewing exception payments, approving payment decisions, or authorizing decisions made by others in your organization.

With ACH Positive Pay, you can:

Add filters to integrate and authorize incoming transactions:
o block all incoming ACH debits or credits on your accounts o allow certain preauthorized ACH transactions to be processed through your accounts while blocking all other ACH entries
o specify a maximum dollar amount
o view existing filters on one screen without searching for an item View reports and decision payments online that did not meet the filter criteria by selecting:
o “Pay” authorized payments and add this payment as a one-time or recurring payment to authorization filters
o “No Pay” the presented ACH payment and include a comment to explain reason for rejection
Review reports with ACH exceptions.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 14
We recommend our Check Positive Pay service where the City will transmit an issue file to BMO for each check disbursement run. You can automate the City’s reconcilement process and reduce the possibility of check fraud through our Positive Pay service. After internally screening for encoding errors or misread MICR information, any remaining checks that are identified as mismatches or exceptions are reported to you at 7:30 a.m. PT via the OLBB system. The City will need to provide ‘pay’ or ‘no pay’ decisions in OLBB by 1 p.m. PT.

We offer an optional email exception notification that can be set up at the time of implementation. We recommend that clients have a central email box with shared access or appropriate automated distribution to the required individuals who will investigate and act on any identified exception. Should clients not use a central email address, we recommend implementing an internal process to sign in and review potential exceptions every banking day.

For improved fraud control, add Positive Pay with Payee Validation to your reconciliation plan. We will match the check issue information, including a payee option that will compare payee data from the issue file to the presented check image. Any mismatches are reported in conjunction with your standard Positive Pay exceptions via Online Banking for Business.

Should the City use our Positive Pay service, we offer Same Day Teller Positive Pay at the teller window.

When the City uploads issue files and creates manual issues and/or voids throughout the day via OLBB, our teller system will recognize them within one hour of receipt. The system will verify dollar amount and serial number on all checks cashed at the teller line. With our Enhanced Payee Verification, the system also checks payee name alterations before they are cashed at the teller line.

For any accounts that are non-check issuing, we recommend the Check Debit Block service to prevent paper checks from being processed.

Electronic Deposits and Disbursements
Remote Deposits electronically deposited via remote deposit capture (BMO DepositEdge®) that are received by 6 p.m. PT will receive same day ledger credit, with funds availability based on your schedule

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 15
assigned to the depository account. Wires and ACH entries are posted and receive immediate availability according to the Settlement Date assigned to the particular item by the Federal Reserve Bank (FRB).

Funds received from the following types of deposits will generally be available on the Business Day we receive the deposit:

FRB wire transfers.

Preauthorized electronic credits.

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 BMO
FRB checks, Federal Home Loan Bank checks, and postal money orders State and local government checks
Checks drawn on banks located inside the U.S.

For electronic disbursements, we offer ACH, wires, account transfers between your BMO accounts, RealTime Payments, and Payments via Zelle®.

Online Tax Payment
The City may consider our automated Tax Payments services for an easy, streamlined solution to initiate your state and federal business tax payments electronically. You initiate the payment, and we will provide you with all the non-standard formatting requirements.

Features and advantages include:

Tax code formats for Federal, State, and local municipalities are housed in OLBB.

Initiate all your tax payments quickly and easily and control the timing of your payments.

Users can upload comma delimited files to pay multiple tax payments.

Payments can be scheduled up to 30 days in advance. Payment history is available for 12 months.

Manage information more efficiently and track your payments with monthly or quarterly summary reports. Use the transaction history option to track past tax payments and view file submission results and history.

How it works:

Your company administrator sets up the taxing authorities that the City will pay and enables your users to pay tax bills. For additional security, dual approval is available.

Users select the type of tax payment to be made and enter the payment details into OLBB.

To make multiple payments at once, you may also upload a comma delimited file.

Within the Tax Payment service, you can bulk upload a file in the required specified file layout, and we will process the distribution payments on/by the required payment date/settlement date. Another option is to send us an ACH file of the taxing authorities you need to pay using the proper file requirements of that taxing authority.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 16
Online Wire Entry
Our recommended method is using the Wire Service available in OLBB. Your users can easily create templates, making it simple to initiate repetitive payments while reducing the risk of keying errors. The online search capabilities allow users access to the full directory of routing instructions for banks around the world. Users who are entitled to create freeform wires, create templates, or modify wires will automatically be entitled to build a Bank Short List, which is a list of up to 50 banks that are most used as beneficiary or intermediary banks. In addition, our wire payments service is fully integrated within the OLBB platform, allowing you to access your account information and reporting in real-time, rather than having to wait for periodic updates from a batch file processing system. You can enter payment instructions up to 365 days in advance.

Import wire payment orders from your treasury workstation through import and mapping. In addition, template groups can be formed enabling you to execute multiple templates from a single page entry rather than having to call up each template individually. Once wire payment instructions have been initiated and approved, you will receive immediate confirmation, including payment details and reference numbers. To track your wire payment activity, you will have access to 12 months of detailed historical transactions with an option of 24 months history for an additional fee. Whether you need a summary of all your wire payments or want to examine the details of a particular transaction, you can create the reports you need and export them to your treasury workstation.

Our standard security procedure requires secondary authorization for all non-repetitive PC wires. All repetitive transactions that comply with additional security procedures, including entry of a valid PIN and/or security device, are transmitted directly to the Federal Reserve, or to the SWIFT network for international funds transfer.

As a best practice, when using browser-based wire initiation services, BMO recommends leveraging dual authentication and systematic limits on amounts. These fraud controlling services enable you to stay in control, which is particularly important when performing manual or one-off payment initiation.

Online Stop Payment Placement
The City will have the capability to perform online stop payments and receive confirmations through the Stop Pay/Check Inquiry service in our OLBB platform. Your authorized users can view daily check paid detail prior to initiating online stop payments. The service provides access to paid check data and images as early as 5 a.m. PT. You will have 12 months of paid check history included.

To place a stop payment, specific check paid activity can be searched and viewed for a single date or a date range. You can place stops on a range of checks up to 100 items per range. The ‘Stop Term’ is available in 12, 24, or 60 months. The stop payment is effective in real time, ultimately mitigating the risk of check fraud.

Stop payments are not automatically renewed. The City will be able to renew online using the stop payment expiration report. Renewals can be made by request for a term no longer than five years. d. The bank must provide online reporting that includes detail reports of prior day transactions.

BMO’S OLBB platform will provide the City with secure HTTPS access to all your required treasury and payment services. The system is flexible, allowing each user the ability to customize their Homepage widgets for their dashboard user experience. The City can subscribe to the online services that best meet your requirements.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 17
OLBB offers flexibility in formatting account information based on your specific needs. Special reporting filters allow you to sort the information into subsets of Bank Administration Institute (BAI) codes or transaction types, such as wire transactions or lockbox transactions. You can create month end reports to isolate information that is of particular importance. You can verify the status of payments and receivables, receive alerts for incoming transactions, make electronic payments and transfer funds between accounts in seconds, instantly move deposits from regional offices to your central account all via the internet, and personalize your dashboard to see the important information first.

Daily transaction viewing and reporting functionality is available in the Account Information service via OLBB. The City will have access to 12 months of balance and transaction history with the option to upgrade to 24 months for an additional charge. Search for specific transactions, by date or by type, create groups of accounts, and access a variety of flexible report templates that you can customize to your needs.

Previous day’s account balances and transaction details are available as early as 4 a.m. PT. Current day account information is available in near real-time, which is refreshed every 15 minutes.

Customizable Report Options let you select the information you need. User-friendly search tools make it easy to identify specific transactions and information quickly. When you generate the report, you will have these filter options:

Select the date range and sort by:
o date
o BAI
o transaction description
o debit or credit
o bank reference
o customer reference
Select your output details.

Filter by transaction.

Highlight debits or credits by using ‘greater than, less than, or equal to’ thresholds.

Generate report templates and save them as a “Custom Report”.

Each report displays data for the accounts and dates you select. You can obtain near real-time balance and activity reports for an unlimited number of your BMO accounts, automate your reporting procedures, and retrieve account history through tools that support your Account Information management.

The Account Information service includes five standard reports to help you keep track of all your accounts:

Online Banking for Business Reports
Detail Report All transactions cleared through an account for a specific timeframe; does not include balance information
Summary Report Balances, summary amounts, and detailed transaction information for a specific timeframe
Reconciliation Report All transactions cleared through an account on the specified processing or value date, including balances

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 18
Online Banking for Business Reports
Cash Position Report A snapshot of all balance and summary information on accounts Sweep Report Displays balances and rates of return for sweep accounts Custom Report Tailors any of the above reports to suit your business needs; user can ‘save as’ a shared template
Users can then export the account information using these standard file formats:

BAI
CSV
ISO 20022 CAMT (camt.052 for current day and camt.053 for previous day) Quicken and QuickBooks
XLS
PDF
Sample Online Banking for Business reports have previously been provided as Exhibit 8 in Proposal Requirements, 4. Sample Reports. A Sample Detail Report has been provided here as Exhibit 10. e. The bank must provide key measures of the bank’s financial strength, including ratings from nationally recognized rating service(s) and banking rating service(s). Include one copy of the bank’s most recent audited financial statement and one copy of the bank’s rating from a nationally recognized rating service.

Confirmed. Bank of the West, a trade name used by BMO Harris Bank N.A. (BOTW/BMO Bank), is now part of the BMO family, a leading well-capitalized and prudently managed North American bank with over 200 year history of success.

BMO is a national banking association organized under the laws of the United States and headquartered at 320 S. Canal Street, Chicago IL, 60606. Our U.S. holding company, BMO Financial Corp, was incorporated in Delaware on January 16 1984. BMO is North America’s 8th largest bank by assets. As a highly diversified financial services provider, we serve 13+ million customers across North America with a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services. We continue to build a digitally-enabled, future-ready bank.

Other Key measures of BMO Bank’s financial strength (as of 1Q ending March 31, 2023):
o Common Equity Tier 1 (CET1) Ratio: 11.05%
o Leverage Ratio: 9.9%
o Total Capital Ratio: 12.3%
Additional measures for BMO Financial Group (as of Fiscal 2Q ending April 30, 2023):
o Total BMO Assets: $1.251 trillion (CAD)
o Gross Loans and Acceptances ($B): $649 billion
o Deposits ($B): $875 billion
o CET1 Ratio: 12.2%

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 19
o Leverage Ratio: 4.2%
o Liquidity Coverage Ratio: 129%
o Dividend Yield: 4.8%
o Market Capitalization: $87.1 billion
o Common Shares Outstanding: 713.0 million
BMO Financial Group has been named one of the World’s 50 Safest Banks2 in 2022 by Global Finance magazine as of November 2022. Along with its placing in the world rankings, BMO ranked 4th among the safest North American Banks, and 10th among Commercial Banks.

Global Finance, which covers the financial services industry, calculates its ranking by considering an institution’s total assets—an indicator of stability—along with an evaluation of long-term credit ratings from the major ratings agencies.

At BMO, we’ve long prided ourselves on our strength and stability. Our place on Global Finance’s list of the world’s safest banks validates our approach to being a secure and reliable partner for our clients.

We have provided a snapshot of our latest Bloomberg ratings below:

We invite the City to visit our Investor Relations site at https://www.bmo.com/main/about-bmo/investorrelations/annual-reports-proxy-circulars?nav=left for more on our Annual Report and bank ratings, including Exhibit 11, BMO Q2 2023 Fact Sheet.

DEPOSIT SERVICES
The City collects approximately 1,000 checks per month and approximately over $3M in total deposits including currency and coin per month. The majority of all monies collected within the City are physically routed from multiple locations to the City’s Finance Department. The Finance Department processes, prepares, and delivers deposits to the bank on a weekly basis using an armored car service. a. Processing the deposits of cash and checks.

2 Source: https://gfmag.com/magazine-november-2022/worlds-safest-banks-2022 and https://www.gfmag.com/magazine/november-2022/worlds-safest-commercial-banks-2022

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 20
With the BMO acquisition of Bank of the West, BMO Bank is planning to convert the banking systems to BMO’s systems over Labor Day weekend, 2023. After that time, the City’s BMO banking accounts would be available from the local branch. In the meantime, should BMO be awarded your business and the City’s implementation would be completed prior this conversion weekend, we recommend clients use the cash vault and remote deposit (electronic deposit) services BMO offers for added efficiencies.

The same-day deposit cut-off at our branches is the individual branch closing time. Branch deposits will be accepted for same day ledger credit during regular posted operating hours. Branch hours vary by location.

The cut-off time for remote capture deposits (electronic deposits) is 6 p.m. PT for same day ledger credit.

The cash vault location nearest to the City is located in Los Angeles. The deposit cut-off time is 2 p.m. local time for same day ledger credit. We require the City to maintain an independent contract with the armored carrier of their choice as long as carrier is licensed within CA.

BMO DepositEdge®
For many of your customers, paper checks are not about to disappear. You still need to handle them as efficiently as possible without driving up costs or slowing check processing.

For your desktop deposit needs, our DepositEdge service takes advantage of easy-to-use desktop scanners and intuitive software that will securely image your checks and deposit them electronically into your BMO account(s).

Checks are inserted into the scanner for image capture and remitter bank account information that is automatically read from the check. If the software is not confident that the amount is correct, it will highlight the item on your screen for you to verify the amount. The software will also examine the deposit history to prevent duplicate items.

We recommend this service to affordably help you streamline your operations, reduce costs, and improve productivity.

Advantages to the City:

Increase security and efficiency:
o mitigate the risk of errors and fraud by automating the check deposit process to reduce manual touch points
o ensure check deposit information is captured accurately through the secure, webbased software, which automatically checks for potential duplicate items o a minimum HTTPS 128-bit encryption (SSL) protects your transmissions to BMO, while administrative controls and passwords provide the additional layers of security necessary to protect your account
o eliminate sending checks by mail or courier to bank branches or to a central company office for deposit
Save time:
o scan deposits at your location(s) 24 hours a day, 7 days a week o deposits made by 6 p.m. PT on a business day are processed same day with deposit availability based on your individual availability schedule assigned by the bank

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 21
o arrange your deposit schedule to suit your business rather than rushing to make cutoff times o make fewer trips to the bank
Reduce costs:
o reduce transportation and courier costs by depositing checks online o reduce fees associated with multiple banking relationships by consolidating deposits to one bank
o eliminate the need for deposit slips and endorsement stamps The DepositEdge scanning software resides on our web server, which simplifies setup and reduces the City’s own internal IT support. All your images and data can be securely accessed or downloaded from the internet. Our system retains 90 days of deposit activity, giving your users access to images and reports directly from the application. Additionally, through the Check Image service within OLBB, users will have a seven-year archive of deposited checks to view.

Workflow:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 22
Technical Specifications:

Implementation Requirements:

Online Banking for Business (highly recommended)
BMO Commercial account
High speed internet connection
BMO scanner or compatible scanner (various speeds/capabilities dependent on check volume) Secure method of check destruction (shredder)

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 23
Recommended Scanners:

Cash Vault Services
BMO takes care of your cash deposits and cash handling needs. Our Cash Vault services facilitate the cash deposit, ordering and reporting process quickly, conveniently, and securely.

Features and Advantages:

Increased security over depositing or ordering cash through the local branch; your armored car vendor transports your deposits and your cash orders.

Increased efficiency with convenient cash ordering and less trips away from your business to complete deposits.

Cash Order features:
o 24-hour ordering availability via the Garda Web Order online system o standing orders available

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 24
o 11 a.m. local cut-off time for all locations
Vault Deposit features:
o vault locations are available nationwide
o acceptance of U.S. coin, currency, and checks at most locations o your choice of armored courier service
o same-day provisional credit for deposits received prior to local cut-off times Smart Safe Provisional Deposit features:
o accepts daily provisional deposits made using smart safes from the following major smart safe providers: Brinks, Garda, and Loomis
o convenient depositing of cash onsite into a secured safe o provisional credits posted in accordance with established reporting schedule with same-day availability
How it Works:

Cash Orders: Cash orders are placed through an online system. Daily cash orders may be initiated up to three business days in advance. Currency orders may be placed in piece or strap increments and coin by the roll or box.

Vault Deposits: BMO receives vault deposits at the designated location from an armored courier service of your selection, processes the deposits, and posts them to your designated account.

Cash and checks must be deposited under separate deposit tickets.

Smart Safe Interface: Smart safes are controlled access safes enhanced with currency recognition technology. Bills are fed into the safe through special slots where they are scanned and qualified for authenticity and dollar value. Your armored courier removes cash from the safe, verifies the contents, and transports it to the designated BMO Cash Vault location at least once per week.

BMO receives transaction activity and reconciliation reports from the vendor to assist with provisional deposit posting and cash balancing.

Smart Safe Provisional Deposits
BMO offers Smart Safe Provisional Deposits as part of our deposit options to fully serve our business and commercial clients. With the increased popularity of remote deposit capture, businesses and organizations have had an easy way to deposit checks remotely. With Smart Safe Provisional Deposits, you can enjoy the same remote deposit convenience for currency deposits using a special safe provided by an armored courier. Smart Safe Provisional Deposits are an expansion of our Cash Vault Services.

The City would select the armored courier/Smart Safe vendor of your choice, and we work with you and your vendor to set up the daily provisional deposit service. BMO is prepared to work with these key vendors:

Brinks
Garda
Loomis

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 25
Smart Safes are a proven technology and deposit process. The City will need to contract directly with the vendor to purchase, lease, or rent a Smart Safe device, to service the safes, and to provide armored transportation. Smart Safes are controlled access safes enhanced with computer technology and integrated currency recognition technology. These safes are floor standing and bolted to the floor.

The City employees insert currency directly into the Smart Safe, which the safe will read and digitally verify $1, $2, $5, $10, $20, $50, and $100 notes and places them into sealed, locked, secure cassettes. You can have employees log and feed deposits to match specific cash drawers, cut off times, or other specific processes to improve reconciliation and reduce fraud.

You will determine the courier pick-up schedule that works best for the City. The armored courier takes the cassettes from the Smart Safe to the secure armored vehicle, extracts the cash from the cassette, and places it in a sealed tamper-evident bag for transportation to a courier location or a BMO Cash Vault. After cash is verified, deposit credit is finalized. Smart Safe Daily Credit entries, reported to BMO by your vendor, will be posted each business day by 3 p.m. PT. In general, the Daily Credit entries represent cash accepted by the smart safes the previous business day. We can automate deposit reconciliation for the deposits reported by your Smart Safe locations to entries posted at BMO. Individual deposits can carry location numbers, providing information necessary for deposit reconcilement services.

The fees associated with the purchase/lease of the smart safes as well as the usage and maintenance of them are strictly between the merchants and the vendors. There is a nominal bank fee associated with Smart Safe Provisional Deposits.
b. Providing the cutoff time for deposits at the bank’s branch and at the bank’s operations center to ensure same day credit.

The same-day deposit cut-off at our branches is the individual branch closing time. Over the counter deposits received at the branch are credited at the time of receipt. Cash is verified at the time of receipt.

If time permits, checks are scanned for initial balancing of the deposit. If the deposit contains a large number of checks, provisional credit will be given and checks will be verified later that day. If an adjustment is needed, the City will be notified by phone to discuss and obtain approval for the adjustment.

The nearest Bank of the West branch is located at 2101 Fulkerth Rd, Turlock CA, 95380 (11.79 miles).

Branch operating hours are 9 a.m. to 5 p.m. PT Monday through Friday, and 9 a.m. PT to 12 p.m. PT on Saturday except for holidays.

The City is also encouraged to use cash vault and/or remote deposit as primary depository channels, with the branch as an alternative when those solutions do not fit with your exact needs. c. Providing bank’s procedures for deposit discrepancies and change orders.

Deposits received prior to the deposit deadline at the branch or vault are processed and provisional ledger credit is posted.

All deposits will be credited at face value. Any debit and credit memos made to correct errors must be accompanied by information identifying the specific error. Any errors caused by the banking institution will not be charged to the City. Corrections of deposit errors will be accompanied by a copy of the corresponding deposit slip.

BMO has image capture capabilities, and we are notified the next day of any out of balance discrepancies for deposits. If we are notified of an out of balance issue, we will review the work and make sure all items were scanned through image capture. If there is a discrepancy, our directives and procedures state the following:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 26
If the difference is less than $25, we will not change the City’s original transaction slip. Instead, we will create a credit or debit advice to balance the transaction.

If the difference is more than $25, we will notify the City. d. Providing online access for deposit reconciliation including images of deposited items and returned items.

We mail copies of return checks and advices to our clients. In addition, you can choose to view Return Item Reports and return item images the same day via OLBB Imaging. Also, we can fax advices, send advices via secured email, charge alternate accounts, send return information to alternate addresses, and deliver daily charge back information electronically as file transmissions.

For Check Return Items, our default process for returned deposited checks is to automatically redeposit all eligible returns under $100; however, we can set up your return processing instructions to:

Automatically redeposit all eligible items regardless of dollar amount, or Automatically redeposit eligible items greater than a specific dollar amount, or Not redeposit any of the return items.

We can include the deposit location ID in the returned item information, and we can also forward return items to a third party for collection.

Returned ACH Items eligible for redeposit are charged to your account on the date you are notified of the return. The items can be redeposited for settlement in two business days. Your account received credit for the redeposit on the settlement date. You can redeposit items up to two times.

You can view ACH Return/Redistribution Reports online via OLBB and for information about return items, NOCs, and redeposits as they are received. We can also make them available via the File Transfer Facility (FTF) via OLBB or via FTP transmission to you.
e. Providing non-sufficient funds (NSF) or returned items processing procedures. The City requires redepositing NSF or returned items a second time prior to being charged back.

All returns and notification of changes are reflected on the ACH Return/Redistribution report. Returns come back from the Receiving Depository Financial Institution (RDFI) following the settlement date.

Typically, returns for insufficient funds or incorrect banking information are received within two banking days from the Settlement Date. As per Nacha rules, returns from consumer accounts market as unauthorized can take up to 60 days to be returned and two banking days for corporate/business accounts.

Re-Presented Check Entry
Re-presented Check Entry (RCK) services enables you to speed recovery electronically on checks returned for Non-Sufficient Funds (NSF) through the ACH.

Advantages to the City
You have an additional opportunity to collect on a returned item.

Return items submitted via ACH may improve your funds availability and often has a higher collection success rate than checks.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 27
You control when you want your items resubmitted.

How it Works
You notify your customers that returned items might be re-presented electronically.

The bank reviews returned items to determine eligibility for RCK conversion.

Eligible items are converted into ACH items (RCK Entries).

Our ACH processing system warehouses the items and sends them according to the instructions you set up. You may choose to have your items sent on a specific day of the month, at the end of the month, or a set number of days after the processing date.

The receiving bank either processes the debit—completing the transaction—or returns the ACH item.

Returned ACH items go back into our Return Items system. The items are matched against our redeposit file and the process is repeated for eligible items.

RCK Eligibility
The following items are eligible:

Checks written on consumer accounts for under $2,500.

Checks that are less than 180 days old.

Checks that contain a pre-printed serial number (check number must be greater than 100).

Checks that were returned due to NFS or “Uncollected Funds”, as indicated on the face of the item.
f. Returned items must be mailed to the City of Livingston on the day the checks are debited on the account.

As previously stated, we mail copies of return checks and advices to our clients. We recommend viewing the returned deposited items same day via our Check Imaging service in OLBB.

DISBURSEMENT SERVICES
The City issues an average of 250 accounts payable checks per month. The average monthly issuance is $1.5million.

Payroll is processed bi-weekly for an average of $360,000 per pay-period. Approximately 60 employees receive direct deposit. However, approximately 25 employees still receive payroll checks; this tends to be seasonal, as part-time temporary employees are hired for the busy summer months. a. Providing the City with daily access to an online bank balance reporting system via the City’s personal computer no later than 6:30 a.m. Pacific Time.

Your users can access OLBB 24 hours a day, 7 days a week from any device with an internet connection.

With our Account Information service, your users can view previous day reporting as early as 4 a.m. PT.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 28
b. Providing online stop payment services for disbursement checks and how long the stop payment will remain in effect.

As stated in General Requirements, Section 1 Required Services, Question 1, we recommend the City use our Stop Pay/Check Inquiry service to initiate and manage online stop payments. You may choose stop payment expiration terms of 12, 24, or 60 months. Stop payments are not renewed automatically; however, the City can renew online using the manage stop report and selecting a renewal term of another 24 or 60 months.
c. Providing online access to paid/cleared check images (front and back) and capability to search for transactions.

Check Imaging gives you quick, easy, and secure access to high-quality check images that provide the information you need and fulfills your historical archive needs. The system scans, indexes, and digitally stores checks for easy retrieval. In OLBB, entitled users can view check images and perform individual or multiple image searches by transaction date, dollar amount, or check number. You can expect:

Immediate access to check images.

Search and retrieve images of processed checks at your convenience.

Reduce the time staff may spend on retrieving check copies.

View exceptions when combined with positive pay services.

Images are stored in our archive repository for seven years.

Three Options for Check Image Delivery
Check images (front and back) are available in the Image Service of OLBB as soon as entered. The archive maintains seven years of online history to view images of returned items charged back to your account. d. Describing the bank’s policy regarding overdrafts, the fee and interest charges.

Since daylight overdrafts occur from time-to-time, BMO Bank will establish an internal monitoring facility that will allow the City to continue daily processing in the event of a daylight overdraft. There are no fees associated with intra-day overdrafts. In the event a daylight overdraft exceeds the internally established credit guidelines, your Relationship Manager will be engaged to evaluate any additional approvals needed

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 29
to execute a wire transfer or ACH file. Daylight overdraft positions are calculated based on our deposit system’s available balance for the originating account.

End-of-day overdrafts are evaluated on an account-by-account basis. Should an end-of-day overdraft occur in one of the City’s accounts, your Relationship Manager will contact you directly and determine the course of action to cover any shortfall. If end-of-day overdrafts are left unfunded, a ledger balance overdraft, and an uncollected funds overdraft, will result in a daily charge assessed for each. The Bank charges for uncollected funds usage, which is calculated as an interest charge on the negative collected funds balance for the month at a rate of “Prime” + 4%. Uncollected funds fees and overdraft fees can be offset by the earnings credit allowance.

The Bank can accurately measure a real-time available balance for determining whether a daylight overdraft exists in a single account. We don’t normally consider all deposit accounts in a relationship when determining daylight overdrafts. The City will have access to the same deposit system available for balance information through the Account Information service in OLBB.

The overdraft fee is per day. A “day” is any calendar day in which your account is overdrawn in any amount, resulting in a negative ledger balance. There is not a daily cap on overdraft fees. Earnings credit can be used to offset overdraft fees.

If funds are not covered by the close of business day, these fees may apply:

Days Overdrawn-Ledger: $70.00 per day
Number of Days Uncollected: $40.00 per day
Interest on Ledger Overdraft: Prime + 4%
Draws Against Uncollected Funds: Prime + 4%
If funding failures are the result of the Bank operations or system errors, balances are adjusted manually to provide reporting based on corrected amounts. Additionally, the Bank does not pass a Federal Reserve daylight overdraft charge on to our clients.
e. Allowing City’s employee to cash payroll/disbursement checks at no charge.

City employees are welcome to open accounts and have their paychecks directly deposited. Employees who are non-account holders can cash “on-us” checks issued from the City’s account(s) at no charge. f. Specifying payroll transmission deadlines.

We can easily accommodate the City’s Direct Deposit Payroll files as well as your files for preauthorized ACH debits. The Direct Deposit of Payroll File Transmission service typically operates in the following way:

By 5 p.m. PT one to two days before payday, the City will transmit a file to BMO. The file contains the net pay dollar amounts, the banks’ transit/routing numbers, and employees’ account numbers to be credited. File transmission is a highly automated delivery mechanism and is timelier and more accurate than the other delivery methods.

Upon receipt of your file and your confirmation of file totals, we will edit the transactions on the file by extracting and sending any transactions that are destined for BMO bank accounts to our posting applications. We’ll send other transactions for non-BMO bank accounts to the local clearing house for further distribution to the regional ACH clearing houses.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 30
The regional ACH clearing houses will generate files for each participating bank where the employees are customers. These files are generally received by the member banks early in the day on settlement day (i.e., payday). On settlement day, the City’s employees’ accounts will be credited, and the City’s account is debited. The City will issue a salary statement to each employee, which details gross earnings, deductions, and net pay.

For example, if payroll occurs on Friday for employees, BMO needs the City’s file no later than 5 p.m. PT on Thursday the day prior. We recommend that the City transmit the payroll file two days before the settlement date in case there are any errors we can correct them in time. Note that Same Day ACH is available and enables same-day capability for virtually any ACH transaction, allowing more options to move money faster. Same Day ACH is well suited for immediate payment scenarios where you need to send or collect funds the same day, but may not want to issue a wire payment or check. g. Providing method of reversal of automatic direct deposits for errors.

According to the Nacha Operating Rules, a reversal entry can only be initiated if the original entry was originated in error. Nacha defines an Erroneous Entry as one that:

1. Is duplicate of an Entry previously initiated by the Originator or ODFI;

2. Orders payment to or from a Receiver different than the Receiver intended to be credited or debited by the Originator;

3. Orders payment in a dollar amount different than was intended by the Originator;

4. Orders payment of a debit Entry on a date earlier than the Receiver was intended to be debited by the Originator, or payment of a credit Entry on a date later than the receiver was intended to be credited by the Originator; or

5. Is a credit PPD Entry satisfying each of the following criteria:
o the credit PPD Entry is for funds related to a Receiver’s employment; o the value of the credit PPD Entry is fully included in the amount of a Check delivered to the same Receiver at or prior to the Receiver’s separation from employment; and o the credit PPD Entry was Transmitted by the Originator prior to the delivery of the Check to the Receiver
The City may call BMO’s Electronic Production Unit (EPU), and good faith efforts will be made to cancel the request if it has not been processed yet.
h. Providing manual payroll checks.

The City may enter manual issues and voids via the OLBB Recon Management service at any time during the month. Issues received before the reconcilement cut-off date are included in the current reconcilement. Those received after the date will be included in the next month’s reconcilement.

The City may want to consider Zelle payments for this activity. All you need an employee’s email address or U.S. mobile phone number. Zelle transactions reside within OLBB and are part of the Account Transfer service. Dual authorization is optional (however strongly recommended) for transactions initiated via OLBB.

Efficient, easier check reconciliation
o No check escheatment, returns or waiting for payee deposit

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 31
o Reduce ACH returns
o Receive payment status updates three times per day
o Transactions automatically expire within 14 days if not accepted by recipient How it works:

Payments with Zelle enables BMO business clients to securely send near real-time transfers to receivers using only an email address or U.S. mobile phone number. For most recipients already registered, the payment is usually received within minutes. However, depending on the recipient’s registration status with Zelle and the recipient’s bank, payments may take up to three business days to arrive in their bank account:

If the receiver previously registered and set up Zelle auto-accept, then the receiver does nothing – the payment will automatically post to their account.

If the recipient is not yet registered with Zelle, the user will need to register at which point the transaction is automatically “pushed”.

If a receiver is not registered with Zelle and does not accept the payment by the expiration date (currently 14 days from initiation) then the payment will be returned to the BMO client. The return transaction is a miscellaneous credit that includes the Zelle transaction details.

ELECTRONIC TRANSFER OF FUNDS
The City processes approximately 70 ACH credits and 25 ACH debits each month, which includes the biweekly direct deposit of payroll. A small number of wire transfers are also received or executed per month.
a. Providing online ACH debit and credit processing (includes direct deposit). Capabilities shall include online entry and file upload.

BMO is both a “sending” and “receiving” bank with Nacha - The Electronic Payments Association. We have the expertise the City requires for managing your ACH processing. We offer a comprehensive suite of ACH credit and debit services including: Preauthorized Debits, Direct Deposit Payroll, Concentration Services, Debit Block and ACH Positive Pay Services, Tax Payment Services, EDI Collection and EDI Origination services.

Through the Online Banking for Business system, we offer two options for ACH initiation:

1. Import ACH file transmissions through the Online ACH service of Online Banking for Business.

Users can initiate ACH credits or debits as needed with future dating that is allowed up to 30 days. To increase efficiencies and reduce the risk of keying errors, users can create one-time payments and schedule them to be released at regular intervals (weekly, monthly, quarterly, etc.).

2. Upload a Nacha file into Online Banking for Business through the File Transfer Facility (FTF).

Alternatively, to originate a large number of ACH payments, the City can perform a Direct Send ACH file transmission to BMO. For this method of ACH, you will first need to create your own Nacha formatted file, which can be done through your accounting system or ERP software. Direct Send allows you to achieve straight through processing of your payments from initiation through settlement. Entries can be future dated up to 60 days. Your information is transmitted securely using the most up-to-date security technology available. We offer a comprehensive suite of communication options to meet your specific

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 32
requirements through our partnership with OpenText, giving the City flexibility in selecting the communication protocols to meet your needs when sending us ACH files. OpenText operates a highly reliable, secure global network services platform. We provide these communications protocols:

File Transfer Facility (FTF)
HTTPS
Secure FTP (File Transfer Protocol using SSL or SSH)
Applicability Statement 2/3 (AS2/AS3)
Virtual Private Network (VPN)
FileAct (using SWIFTNet platform)
b. Accepting ACH payment files from third parties.

Both information reporting and payment origination and response functions can be automated to simplify treasury processes. There are a variety of ways third parties can integrate with BMO to achieve automation, and we can implement a solution to meet your needs. Because of these many ways to integrate, we find the tasks our clients need to address fall into one of four pillars of varying function and complexity.
c. Providing ACH debit blocking services.

As an alternative to ACH Positive Pay, described in our response to General Requirements, Section 1 Required Services, Question 1, our Electronic Payment Authorization/Debit Filters (“EPA”) service will allow the City to establish criteria for the ACH transactions you would like authorized to be paid from (or

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 33
allowed to be credited to) the City’s accounts, including setting a maximum dollar amount for each such transaction. The City would need to provide BMO with the authorization criteria in writing as part of the service setup.

We will then automatically return to the City any ACH transactions that do not meet your established criteria (Nacha Return Code R29—Corporate Customer Advises Not Authorized for ACH debits and R23— Credit entry Refused by Receiver for ACH credits). The City will receive a detailed report of all ACH transactions returned.
d. Accepting and send ACH transactions.

BMO is both a “sending” and “receiving” bank with Nacha – The Electronic Payments Association. e. Providing a secure electronic method with dual authorization for wiring funds and cutoff time for same-day wire transfers.

Our standard security procedure requires secondary authorization for all non-repetitive PC wires. All repetitive transactions that comply with additional security procedures, including entry of a valid PIN and/or security device, are transmitted directly to the Federal Reserve, or to the SWIFT network for international funds transfer.

As a best practice, when using browser-based wire initiation services, BMO recommends leveraging dual authentication and systematic limits on amounts. These fraud controlling services enable you to stay in control, which is particularly important when performing manual or one-off payment initiation.

Incoming wire payments received after 3:35 p.m. PT will be processed on a best effort basis for same day ledger credit. Wire transfer initiation/approval requests received after the cut-off times indicated below will be processed on the next business day.

Phone Payment Cut-off (Pacific Time)
Domestic wire payment initiation/approval 5:30 a.m. - 2:45 p.m.

International wire payment initiation/approval – U.S. Dollar (for same day value) 5:30 a.m. - 2:45 p.m.

International wire payment initiation/approval – Canadian Dollar & Mexican Peso (for same day value) 5:30 a.m. - 1:00 p.m.

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.

Online Banking for Business
Domestic wire payment initiation/approval (for same day value) 3:35 p.m.

International wire payment initiation/approval – US Dollar (for same day value) 3:35 p.m.

International wire payment initiation/approval – Canadian Dollar & Mexican Peso (for same day value)
1:00 p.m.

Tax payments 1:00 p.m.

Draw down request 3:35 p.m.

Internal transfer (cut-off is 5 p.m. when using the account transfer module) 3:35 p.m.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 34

REPORTING
Currently, the City has access to its banking information online. The City uses previous day and current day reports to track transactions that have processed and to monitor and project’s cash flow on a daily basis.
a. Providing online balance reporting services for prior day and current day transactions including, but not limited to: ledger balance, collected balance, 1-day float, 2-day and over float, beginning balance, summary credits/debits, ending balance, detailed credits/debits with description, and detailed adjustment for float adjustment.

The Account Information reporting service within OLBB provides the date, BAI codes, transaction description, customer and bank reference numbers if applicable, the debit and credit amounts, availability, and total debits/credits amounts and counts. Users can perform a search for specific Transaction Types on the Transaction Search report for the BAI codes needed and customize the data and save it as a favorite report. Reports can be exported in PDF, CSV, or XLS formats. Please see the graphics below for more on how detailed reporting will provide beginning and ending ledger book balances collected, including float, adjustments, etc.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 35
You will also have access to the Reconciliation Report, which shows all transactions cleared through your account on the specified processing or value date, including balances. This report is exportable in CSV, XLS, BAI, QuickBooks, or Quicken and will allow you to manipulate the data to match your ledger entries.

The following graphic demonstrates this capability.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 36
b. Allowing at least 4 City employees to access the bank’s online reporting system with different levels of authorization.

There is not a limit on the number of total users a company can assign to the system. All users can access the system simultaneously with their accurate login credentials 24 hours a day, 7 days a week with an internet connection and the web site.

Your designated Corporate Administrator(s) controls your OLBB security settings and permissions. Beyond assigning services to individuals, administrators assign report access, account access, dollar limits, and approval settings within each service assigned to that user.

When creating new users, the Corporate Administrator can use the “copy user” settings from an existing user’s profile who has similar rights/access to save setup time. c. Providing online image retrieval of cleared and deposited check items.

As previously described in our response to General Requirements, Section 3 Disbursement Services, subquestion (c), our Check Imaging services gives you quick, easy, and secure access to high-quality check images, delivering the information you need. Image access via OLBB provides quick and convenient access to paid, deposited, or returned deposited (chargeback) images. Checks are scanned, indexed, and digitally stored for easy retrieval, with a seven year image archive. In OLBB, users that are enabled can view check images through the Check Imaging menu under the Account Information service. Easy to use search screens allow for individual or multiple image searches. You can search by transaction date, dollar amount, or check number.
d. Providing monthly activity statements and reports by the 10th day of the following month.

Account eStatements are available in OLBB within 24 hours of issuance. Account Analysis statements are distributed approximately the 8th business day after month end via the eStatements service.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 37
e. Providing a detailed monthly account analysis and a consolidated statement showing charges for all services.

Please see Exhibit 9, Sample Account Analysis Statement and Guide, also provided in Proposal Requirements, 4 Sample Reports, for more.

BANK BALANCES
During the past year, the City maintained an average collected balance of $2.5 million. Balances are currently used to offset the City’s cash flow and bank charges. a. Collateralizing all collected balances, in excess of balances insured by the Federal Deposit Insurance Corporation (FDIC), at 110%, pursuant to all applicable sections of the California Government Code.

BMO Harris Bank N.A. is an established member of the government banking community, and we understand the importance of making sure your interests are secure and fully collateralized at all times.

In accordance with California Government Code, we will approve securities (collateral) to secure your deposit relationship with us.
b. Providing types of securities that are used as collateral.

The deposits will be collateralized in a pool account pledged to the Local Agency Administrator in Sacramento. Treasury Notes, Treasury Bills, Government National Mortgage Association (GNMA), Agency MBS Securities, Muni (own state), and Letter of Credits (LOC) are the types of securities used as collateral. c. Please detail the bank’s procedure for collateralizing the deposits of public funds.

Funds are collateralized at 110% with securities and at 105% with Letters of Credit (LOC) in the Local Agency Pool account, in compliance with California State code §53630-53686. US Treasuries, Agency (FHLB, FNMA, and FGC) Mortgage Back Securities, Government National Association (GNMA) Mortgage Back Securities, Muni Securities, and Letters of Credit are used as collateral. The Custodian of collateral is Wells Fargo Bank Minnesota for securities and FHLB San Francisco for Letters of Credit. a. Providing bank department that is responsible for tracking deposits and monitoring collateral.

Our Institutional Market Government team will monitor and review the City’s balances on deposits to ensure that at no point in time you fall below stated coverage requirements. Our Treasury Capital Markets Ops Admin is responsible for tracking deposits and monitoring collateral daily. If there is deficiency, the bank will add collateral.
b. Providing a statement of the bank’s current level ($ amount) of public funds deposits and the related collateral.

The Bank collateralizes based on the customer account balance. California local agencies are collateralized at the pool level. As of May 31, 2023, Bank of the West has over $6.63 billion in public funds deposits and over 3,000 accounts that are collateralized in accordance with the states government codes and other applicable laws. Of the total $6.63 billion public funds deposits, the minimum collateral required is $5.81 billion and the market value of pledged securities (aka related collateral) is $7.95 billion. c. Providing a statement as to the frequency of reporting to the State Treasurer’s Office.

Weekly and Monthly as per Sections §53663 and 53661 of California Government Code.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 38

CUSTOMER SERVICES
The bank shall provide an Officer to act as the primary liaison between the City and the bank. The Officer shall be responsible for conflict resolution between the City and the bank. The bank shall provide direct contact information of the Officer and a secondary liaison in the event the Officer is unavailable. The Officer shall endeavor to respond to any inquiries by the City on the same day but no later than the next business day. The bank shall provide any requested training to appropriate City staff for all online banking services. Any new services shall be made available to the City with associated cost for services negotiated at the time of the new service offer.
a. Providing the name, title, address, phone number, fax number and e-mail address of the primary contract person(s) assigned to this account.

Daniel Campbell, Senior Government Relationship Manager 500 Capitol Mall, Suite 1200
Sacramento, CA 95814
Cell: (916) 213-0880
Ofc: (916) 552-4423
Fax: (866) 235-9308
Email: [email protected]
b. Describing your bank’s policy on changing the primary contact person on an account.

One of the key factors differentiating BMO is the extremely low rate of employee turnover due to our competitive compensation and an excellent, collegial work environment to hire and retain the best talent in the industry. However, turnover is an aspect of any business, and open and honest communication is critical for maintaining client service during such periods. We have systematic procedures in place to handle personnel changes, and if this should happen, we will work closely with the City during this transition.

Our bank places great emphasis on developing long-term relationships with clients and views our staff continuity as critical to achieving this goal. We use a team approach to our relationship management within Commercial Banking to ensure multiple bankers are familiar with your accounts and service needs.

If a team member is unavailable, the other team members are readily available to address any issues. This is accomplished by a central database that details the specifics of each relationship along with a summary of recent communication exchanges. This ensures quality administration since all team members have easy access to information on the operating policies and procedures specific to each client. c. Naming the individuals who will work with the City on a day-to-day basis: identify what each person’s role and responsibilities will be; biographical information, experience working with governmental agencies; number of years experience in this field; and number or years with your bank.

The table below is representative of the individuals who will be working with the City on a day-to-day basis:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 39
Core Account Team
Name and Title Skills/overall experience
Sarah Rivera
Sr. CCS Relationship Specialist
Commercial Client Services
Phone: (888) 727-2692 Ext. 5160
Fax: (323) 727-4984
[email protected]
Sarah Rivera is a seasoned Commercial Customer Service
Specialist assigned exclusively to Bank of the West’s
Government Banking group. Sarah joined Bank of the West in 2005 and has been a valuable asset in our Cash Management Customer Services Department for over 10 years. Sarah has over 15 years’ experience within the financial industry and customer service.

Sarah is well versed in all Cash Management products and services and is an expert with finding unorthodox solutions. She has an unwavering commitment to customer service with the ability to build productive relationships, resolve complex issues and win customer loyalty.

Yolanda Salinas
Sr. CCS Relationship Specialist
Commercial Client Services
Phone: (800) 676-4549 Ext. 5173
Fax: (323) 727-4984
[email protected]
Yolanda Salinas is a seasoned Commercial Customer Service Specialist assigned exclusively to Bank of the West’s
Government Banking group. Yolanda joined Bank of the West in 2007 and has been a valuable asset in our Cash Management Customer Services Department for over 11 years. Yolanda has over 29 years’ experience within the financial industry and customer service.

Yolanda is well versed in all Cash Management products and services and is an expert with finding unorthodox solutions. She has an unwavering commitment to customer service with the ability to build productive relationships, resolve complex issues and win customer loyalty.

Ly Huynh
Sr. CCS Relationship Specialist
Commercial Client Services
Phone: (800) 676-4549 Ext. 5180
Fax: (323) 727-4984
[email protected]
Ly Huynh is a seasoned Commercial Customer Service Specialist assigned exclusively to Bank of the West’s Government Banking group. Ly joined Bank of the West in January 2010 and has been a valuable asset in our Cash Management Customer Services Department for over six years. Ly has over 18 years’ experience within the financial industry and customer service.

Ly is well versed in all Cash Management products and services and is an expert with finding unorthodox solutions. She has an unwavering commitment to customer service with the ability to build productive relationships, resolve complex issues and win customer loyalty.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 40

TRANSITION OF SERVICES
In order to ensure a smooth transition of services, the bank shall coordinate with the City and the current banking services provider. It shall also provide the following:
a. The Officer and key staff shall meet with City staff immediately after contract has been fully executed.

Confirmed. We will provide the City with a relationship team of local bankers and industry specialists. We believe this approach differentiates us and provides the best customer experience through a combination of frequent and consistent relationship review meetings, along with the expertise to deliver unique perspectives on industry-specific topics and trends.

Your specific business needs for today and tomorrow are important to us. At the beginning of our service relationship, your BMO Relationship Management team will meet with the City regularly to ensure services are operating smoothly. As our relationship evolves, the team will perform an in-depth review with the City at least annually. This Commercial Business Review facilitates a strategic discussion around your business—including your metrics, your KPIs, trend analysis of receivables and payables, and new service offerings coming to the market.
b. The Officer shall provide an implementation timeline of the transition process within ten (10) days of contract execution.

Confirmed. We understand that a well-designed transition plan and flawless implementation with minimal impact to your team is a top priority. We are confident that the City can rely on our expertise, our depth of experience in onboarding complex and customized banking arrangements, and our experienced implementation and training teams to successfully navigate you through your banking transition.

Specifically, our dedicated Solution Delivery team has extensive implementation experience by successfully completing nearly 1,700 implementations annually. We follow a consistent and proven transition methodology with our clients to ensure clear communication for all parties and transparency into what you can expect.

The Solution Delivery team will coordinate the project, set up a kickoff call with introductions, explain the process, answer questions, and manage expectations and timelines throughout the implementation.

Many details of the implementation, such as the decision to run new and old systems in parallel, will be discussed and agreed to by all parties before starting the actual onboarding process. We encourage a parallel or gradual onboarding process if it will make the most sense for your team’s day-to-day business operations.

Our dedicated team consists of the following specialists for implementing your services and accounts:

Solution Delivery Consultant assists with the service setups and coordinates the activities between the City and the bank.

Documentation Specialist assists with the electronic documentation and signatures on the required setup documents.

Operations Internal bank contacts are involved for technical requirements and file testing activities.

Customer Success Team (CST) will manage the end-to-end account onboarding process for a single commercial account opening workflow with standardized roles and responsibilities while keeping you engaged and informed throughout the entire process. The CST uses digital

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 41
onboarding tools, accessed by clients through OLBB single sign-on to create a simple and streamlined experience.

Our implementation approach is differentiated by the fact that your Relationship Management Team is a part of this implementation process, ensuring that consistency and follow-through characterize every aspect of our relationship with you.

A key factor in a prompt implementation is for the bank to receive your account opening documentation, signed agreements, and completed setup forms in a timely manner. We will work closely with you to assist in completing these required documents. We strive to maintain an open and continuous channel of communication throughout the process to keep you updated on the project’s status. This includes daily and weekly discussions with detailed status reports to monitor and ensure progress.

Your Relationship Management Team uses a partnership approach with our Client Services group to smoothly transition the servicing of your accounts after implementation is completed.

We can provide a transition plan upon contract award that will jointly be determined by the City and BMO. c. The Officer shall provide bi-weekly status reports to the City regarding the progress of the transition of services.

Confirmed. The Officer or a member of the Relationship Management Team will provide bi-weekly status reports of our progress towards transition of services to the City. d. The bank shall be responsible for bearing all transition costs that may occur as a result of, including but not limited to, the conversion of existing images, loading of files, etc.

Confirmed. There will be no costs to the City for transition or any related training to your staff. We are happy to offer a six months of account analysis fee waiver, including all cash management set-up fees, and initial account supplies (check stock, deposit tickets, deposit bags, and endorsement stamps). e. If requested, the bank shall provide on-site training to appropriate City staff for all online banking services.

The City will receive complimentary training to begin quickly using our services. We will coordinate training as part of the implementation process. Depending on the type of service, we provide online (webinar) training in advance of the “go live” date. Training is role-based and specialized to have users with similar needs and authority grouped together. This allows our trainer to focus on the specific needs of the users, and creates an improved user forum for any Q&A. We understand that everyone has a different learning style, so we’ve developed training options and support tools for our clients.

There is no cost for training, and new staff can acquire training whenever necessary.

Once the City has access to OLBB, we want your team’s learning experience to be simple and easy. You’ll find all your training needs in one place to help you learn at your convenience:

Video Tutorials: Self-paced demonstrations will guide you through common tasks within a service; videos are accessible 24/7.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 42
Live Training: Hosted live training sessions can be requested with a subject matter expert/trainer.

These can be in-person or virtual.

Sample Plan – note the dates and times below will be mutually agreed on. This is an example list of topics, but not limited to all available.

Training Session 1
Training Type: Basics – Online Banking for Business
Training Method: In-person or Virtual
Training Date: 06/12/2023
Training Hours: 11:00 a.m. to 12 p.m. ET (time zone)
Required for: Primary Corporate Administrators (PCAs) & Users Frequency: One time
Cost: Free
Training Session 2
Training Type: Administration – Online Banking for Business Training Method: In-person or Virtual

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 43
Training Session 2
Training Date: 06/12/2023
Training Hours: 12:00 p.m. to 1 p.m. ET (time zone)
Required for: Primary Corporate Administrators (PCAs)
Frequency: One time
Cost: Free
Training Session 3
Training Type: eStatements – Online Banking for Business Training Method: In-person or Virtual
Training Date: 06/13/2023
Training Hours: 11:00 a.m. to 12 p.m. ET (time zone)
Required for: Primary Corporate Administrators (PCAs)
Frequency: One time
Cost: Free
Training Session 4
Training Type: Fraud Mitigation – ACH Positive Pay & ACH Control Totals Training Method: In-person or Virtual
Training Date: 06/13/2023
Training Hours: 11:30 a.m. to 12:30 p.m. ET (time zone) Required for: Primary Corporate Administrators (PCAs) & Users Frequency: One time
Cost: Free
Training Session 5
Training Type: Fraud Mitigation – Check Positive Pay

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 44
Training Session 5
Training Method: In-person or Virtual
Training Date: 06/13/2023
Training Hours: 12:30 p.m. to 1:30 p.m. ET (time zone)
Required for: Primary Corporate Administrators (PCAs) & Users Frequency: One time
Cost: Free
Training Session 6
Training Type: Funds Transfer – ACH & Wires
Training Method: In-person or Virtual
Training Date: 06/14/2023
Training Hours: 12:00 p.m. to 1 p.m. ET (time zone)
Required for: Primary Corporate Administrators (PCAs) & Users Frequency: One time
Cost: Free
Training Session 7
Training Type: Remote Deposit Capture
Training Method: In-person or Virtual
Training Date: 06/14/2023
Training Hours: 1:00 p.m. to 2 p.m. ET (time zone)
Required for: Users
Frequency: One time
Cost: Free
Quick Start Guides: These guides provide step-by-step instructions for performing the primary task in a specific service, such as:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 45
o Generate an Account Report
o Perform a transfer
o View Account eStatements
o Alert Setup
o Subscribe to Alerts
o Send a Wire
o Make a deposit with DepositEdge
Training Companion Guides: Guides that support the live training sessions, including key learnings for these services:
o OLBB Basics
o OLBB Administration
o ACH
o ACH Fraud Control
o Wire Payments
o Check Positive Pay
o DepositEdge
Interactive Tools:
o Help Center: With online access to a comprehensive range of support tools, users can quickly receive answers, step by step instructions, and task-focused how-to videos by using the search bar to type key words or phrases, or search by OLBB services. Each screen will display popular topics as well as Technical Help Desk contact information. o Show Me How to Walkthroughs: By clicking on “Show me how to…”, you will be able to select a walkthrough that will guide you through various tasks within OLBB. By selecting one of the options available, it will show you how to complete the task. f. In the event of the termination of any contract resulting from this RFP, the bank shall provide any requested files, reports or documents within one (1) week or as otherwise requested by the City.

If the contract is terminated, you will no longer have access to the online portal. Prior to termination, you can download data images up to their retention period. If you need statements post termination, you can

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 46
contact Bank of the West to request copies of statements and/or images. Bank of the West retains bank account records up to seven years.

ACCOUNT ANALYSIS SERVICES
The bank shall provide the City a monthly account analysis statement. The account analysis statement shall include, at a minimum, all information in the form of the pricing sheet such as service description, unit cost, extended price and earnings credit (where applicable). The statement shall also include the average daily collected balance, average daily ledger balance and any compensating balances required to support the monthly service.

Confirmed. Please see our responses to General Requirements, Section 5 Reporting, sub-questions (d) and (e). A Sample Analysis Statement Guide has also been included as Exhibit 9.

ACCOUNT RECONCILEMENT
The City issues approximately 3,200 Accounts Payable and Payroll checks per year. There are also approximately 750 ACH payroll and other transactions processed annually. Currently, the City’s account is reconciled manually.
a. Providing a brief description of each account reconciliation service that the bank offers and what is recommended for the City’s consideration.

As stated in our response to General Requirements, Section 1 Required Services, sub-question (c), BMO offers these account reconciliation services:

Paid Only
Full Plan Reconciliation
Deposit Plan Reconciliation
Exhibit 6, Sample Reconciliation Report and Exhibit 7, Account Reconcilement Report Guide, have also been provided in Proposal Requirements, 4. Sample Reports. b. Describing the bank’s web-based services as they pertain to stop payments, retrieving scanned copies of paid checks, ACH exceptions, and voided checks. For example, how many days is data available to verify if a check has been cashed?
With regard to Stop Payments, please see our responses in General Requirements, Section 1 Required Services, sub-question (c) and General Requirements, Section 3 Disbursement Services,sub-question (b), where we have outlined out the OLBB Stop Pay service process, where you can initiate and manage stop payments. The ‘Stop Term’ is available in 12, 24, or 60 months. Stop payments are not automatically renewed, but are renewable using the manage stop report.

Responses to our processes for retrieving scanned copies of paid checks can be found in our responses to General Requirements, Section 1 Required Services, sub-question (c) and General Services, Section 5 Reporting, sub-question (c) via our Check Imaging service, which gives you quick, easy, and secure access to high-quality check images that provides the information you need.

Our Positive Pay service allows you to establish criteria for which ACH transactions will be authorized to be paid from the City’s account(s) by using the OLBB system. Each day that BMO received ACH transactions that do not meet the City’s established criteria, we will alert you via email or OLBB of the exceptions that

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 47
you must decide for payment or rejection. Any ACH transactions that we hold as exceptions to the City’s instructions and which you do not agree to pay prior to our established cut-off time will be rejected and not paid from the City’s account(s).

With voided checks, a void is an action that will place a cancel over an outstanding check register. This exists until cycle end, and then the check issue record and the cancel will clear from the account reconciliation reports.

Our system verifies if a check has been paid before accepting a stop payment. However, verification will be based upon the amount of history the City maintains in Account Information reporting. The standard is 12 months of paid check history.
c. Please be comprehensive in your response: Will the bank guarantee that all items drawn on City account be paid regardless of the balance in the funding account? What is the charge for covering these items? What notification is given if there are insufficient funds (email, phone call etc.)? Is there a service available for notification of balance below an agreed upon float amount?
As stated in our response to General Requirements, Section 3 Disbursement Services, sub-question (d):

Since daylight overdrafts occur from time-to-time, the Bank will establish an internal monitoring facility that will allow the City to continue daily processing in the event of a daylight overdraft. There are no fees associated with intra-day overdrafts. In the event a daylight overdraft exceeds the internally established credit guidelines, your Relationship Manager will be engaged to evaluate any additional approvals needed to execute a wire transfer or ACH file. Daylight overdraft positions are calculated based on our deposit system’s available balance for the originating account.

End-of-day overdrafts are evaluated on an account-by-account basis. Should an end-of-day overdraft occur in one of the City’s accounts, your Relationship Manager will contact you directly and determine the course of action to cover any shortfall. If end-of-day overdrafts are left unfunded, a ledger balance overdraft, and an uncollected funds overdraft, will result in a daily charge assessed for each. The Bank charges for uncollected funds usage, which is calculated as an interest charge on the negative collected funds balance for the month at a rate of “Prime” + 4%. Uncollected funds fees and overdraft fees can be offset by the earnings credit allowance.

The Bank can accurately measure a real-time available balance for determining whether a daylight overdraft exists in a single account. We don’t normally consider all deposit accounts in a relationship when determining daylight overdrafts. The City will have access to the same deposit system available for balance information through the Account Information service in OLBB.

The overdraft fee is per day. A “day” is any calendar day in which your account is overdrawn in any amount, resulting in a negative ledger balance. There is not a daily cap on overdraft fees. Earnings credit can be used to offset overdraft fees.

If funds are not covered by the close of business day, these fees may apply:

Days Overdrawn-Ledger: $70.00 per day
Number of Days Uncollected: $40.00 per day
Interest on Ledger Overdraft: Prime + 4%
Draws Against Uncollected Funds: Prime + 4%

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 48
If funding failures are the result of the Bank operations or system errors, balances are adjusted manually to provide reporting based on corrected amounts. Additionally, the Bank does not pass a Federal Reserve daylight overdraft charge on to our clients.

All returns and notification of changes are reflected on the ACH Return/Redistribution report in OLBB.

Returns come back from the Receiving Depository Financial Institution (RDFI) following the settlement date. Typically, returns for insufficient funds or incorrect banking information are received within two banking days from the Settlement Date. As per Nacha rules, returns from consumer accounts marked as unauthorized can take up to 60 days to be returned and two banking days for corporate/business accounts.

With regard to float notification, our standard Schedule 22-6 assigns fractional float 100% Next Day Funds Availability to all domestic checks in a deposit (including “on-us” checks drawn on BMO). For our best availability schedule, we are proposing our One Day Float Plan (22-6) in which we use fractional float to compute availability. This plan will provide you with 100% next day availability on all check deposits. For example, all funds associated with a check deposit for $1,000 posted on Monday are available at opening of business on Tuesday.

We are happy to discuss your needs and requirements to recommend an availability schedule that will best help to maximize your cash flow.

Please see Exhibit 12, Funds Availability Schedule, for more information.

SERVICE ENHANCEMENTS
Based on the information provided in the RFP and your bank’s knowledge of the public sector, describe any services or technological enhancements, not previously mentioned, that may be considered for further improving the effectiveness of the City’s cash management operations.

We have provided descriptions of service enhancements that we think may be of interest to the City in assisting with the effectiveness of your cash management operations.

Merchant Card Processing
Since 1993, Elavon has teamed with Bank of the West/BMO as its exclusive provider to meet its clients’ payment processing needs. Elavon has been providing merchant services to the public for over 20 years.

We are one of the few processors within the industry that performs most bankcard processing functions in-house and we own our own platforms. We choose to not use third-party processing vendors for these key functions so that we have direct control of these critical processes and minimize outside risk, which translates into better service and reliability for our clients.

We handle every aspect of the acquiring relationship—transaction processing, risk and underwriting, settlement, equipment deployment, chargeback management, reporting, and customer support.

These functions include:

All bankcard interchange and settlement processing.

Exception item handling (i.e., retrieval requests and chargebacks).

Accounting and billing.

Reporting and statement production.

New card acceptor implementations and training.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 49
Customer service.

Highlights on a few of our services include but are not limited to:

SECURITY: Elavon adheres to the strictest PCI and security standards, making cardholder data protection a key priority. Our solutions support the latest security technologies.

EMV, ENCRYPTON, TOKENIZATION: As experts in payment security, we provide safe and compliant solutions along with knowledgeable guidance to help you manage financial risk. Our seasoned team will engage in a collaborative dialogue to deliver an economical suite of products and services for all of your payment needs.

STABILITY: Our core processing platform is built on proven, dependable and redundant Stratus switch technology that delivers maximum uptime.

DEDICATED: Experienced employees deliver credit and debit card products, services and support with an accuracy and clarity that is second to none in the payments processing industry. Our dedicated, knowledgeable 24-hour Customer Support team is available to answer any questions you may have regarding your processing.

SAME BUSINESS DAY FUNDING: Customers depositing into the bank’s checking accounts and processing on Elavon’s network receive Same Business Day Funding via ACH for Visa, MasterCard and Discover, provided the batch settlement is completed and received by Evalon by 7 p.m. PT.

TRUE DAILY FUNDING: True Daily allows you to be funded within hours of a batch submission, seven days a week—that means weekend funding too!
Our Processing Services include:

Visa®
MasterCard®
American Express®
Discover®
Credit Cards | Debit Cards
Service Fee Programs
Mobile Services
E-commerce
Gateway Solutions
Tokenization, Encryption
EMV Ready Credit Card/Debit Card Credit Card Peripherals Service and Convenience Fees are Revenue Neutral
When working with budgets defined by taxes, and federal government transfers and utility charges, optimizing payments in the public sector is essential. Similarly, budgets defined by grants and endowments mean higher education institutions must also do more with less. In these situations, managing expenses can make a difference.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 50
Service fees and convenience fees are revenue neutral and can enable your organization to better control costs associated with accepting card payments. Like user fees, they’re a “good alternative to taxes because they are paid solely by those who request and receive those specific services or benefits3 ” (How Agencies
Can Protect Fee-Funded Programs During the COVID-19 Crisis - Government Executive (govexec.com)).

However, knowing which type of fee and how much to charge can be a challenge. One benefit of service fees is that there are no set caps or rules around the amount as long as it’s reasonable in relation to the cost of accepting the payment transaction. This gives you flexibility to leverage a flat or percentage-based fee based on your organization’s payment mix.

Convenience fees are only permitted in alternative payment channels such as a web portal or over the phone where a user can pay from the comfort of home.

Both service and convenience fees are subject to a host of rules and regulations, which can further complicate the implementation of a card-brand compliant service fee program. However, with the guidance and dedicated support you’ll receive from Elavon, your organization can feel confident in effectively implementing service and convenience fees.

Pricing
The pricing for Visa, MasterCard, American Express, Discover, and UnionPay credit card transactions would be based on the pass-through of those Associations’ respective Interchange Fees/Dues and Assessment Fees (cost) plus 0.25% service fee.4
One-Time Fees Per Merchant Account:

Application Fee $100.00
Monthly Fees Per Merchant Account:

Monthly Minimum Discount $35.00
PCI Basic Program Fee $10.00
Per Occurrence Fees:

NSF/Returned Item Fee $20.00
Chargeback/Retrieval Fee $25.00
Voice Authorization Fees $0.85
Dial Communication $0.024
Per Authorization Fee $0.10
Rates and fees are subject to VISA, MasterCard, American Express, Discover, and/or UnionPay and any applicable Debit or Foreign Networks implement changes. All rates and fees quoted are pending credit approval.

3 Processing on the Elavon Network. Additional fees may apply if connecting via a foreign network. 4 Processing on the Elavon Network. Additional fees may apply if connecting via a foreign network.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 51
Other Potential Fees
We offer a wide array of processing options and environments, and we look forward to discussing the services that the City may want to utilize. Once we have the opportunity to have this discussion, we will work diligently with the City and provide specific applicable pricing for items the City may want to implement.

Payment Optimization
Our payment optimization services deliver added value and efficiency to payment processes. We help customers evaluate existing acceptance processes and identify areas where expenses can be reduced. Our Payment Optimization team provides cost-saving recommendations designed to work with our customers’ operating environments. Payment optimization allows us to help customers improve practices and implement solutions to secure the lowest processing rates available.

Payment optimization consists of three phases, which include:

Analysis: Comprehensive review of current environments and procedures.

Discovery: Identification of opportunities for improvement with quantified impacts.

Implementation: Solution delivery with monthly reporting to monitor improvement.

Information Reporting
We know accurate and comprehensive reporting is essential for running an efficient payment operation that meets the needs of your company and clients while managing transaction costs. That is why Elavon has developed online reporting tools that give our customers actionable data in easy to read and understand formats.

QUICK REPORT ACCESS
For at-a-glance report access, we provide our Payments Insider reporting tool that allows you to view transactions and monthly statements for both individual locations and hierarchies that you define. Payments Insider also supports standard daily and period-end reporting that includes multiple data elements, such as qualification levels, downgrades by reason, chargebacks and exceptions. Users can enter and sort by several criteria to crate customized reports on demand.

DELIVERY TIMEFRAMES
Payments Insider reports are typically available within the following timeframes:
o Authorization reports: Approximately one hour after transaction is processed. o Settled transaction data: Two to four hours after settlement. o Qualification data: Twenty-four hours after settlement. o Statements: Third business day of the month.

Payments Insider reports can be accessed in real-time via the online portal.

For more, please see Exhibit 13, Elavon New Application – Government Institutional – 04.2023 and Exhibit 14, Elavon Service Fees Public Sector.

BMO Application Programming Interfaces (APIs)
APIs will help you connect directly to your BMO OLBB account from your application of choice. Whether you want to see your latest account balances in your accounting software or build an app to analyze your

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 52
cash flow, our intelligent APIs make it easy to connect to your OLBB accounts for access to real-time balances and transaction history. And because they use BMO’s bank-level security, you can trust that your data is safe.

BMO Developer Portal
Test and build in our playground environment whether you’re an existing or prospective client.

Learn about our APIs, how they work, and the best way to implement them. This can be done within our developer portal with no cost or risk prior to moving to production.

Test within our sandbox hosted on the developer portal, or use unique credentials generated in the portal to test from your own application.

Remove the risk of going live without enough testing by leveraging the developer portal and building with production-like data.

Suite of Production APIs
Authorization: Using industry leading OAuth 2.0 to authorize access to your Online Banking for Business account information, you’ll be able to use existing Online Banking for Business login credentials to identify yourself and create a connection between Online Banking for Business and your application.

View Account Balance and Transaction Information: Retrieve real-time account balances and transaction data (same day to 12 months of history) from all of your authorized Online Banking for Business accounts.

Retrieve Check Images: Search for and download the latest images of deposited checks and other items.

Validate Account Information: Quickly verify account owner information and check the risk level of up to 500 accounts in real-time – before you set up a transfer.

Payment Initiation APIs: Are in development and slated for a 2024 release.

Online Banking Security Features and Controls
Not previously described, but still important, are the Security Features and Controls of our online banking platform. BMO’s OLBB online portal service uses multiple levels of security to protect your information and transactions, limits access to your accounts, and guards against unauthorized entry into BMO’s system. To maintain maximum confidentiality company profiles, user profiles, and passwords are established. OLBB users are required to use secure authentication to authorize the movement of funds.

In addition, the system times out if there is no activity after 30 minutes.

Your PCA can assign dollar limits to users and secondary approvals will be required for payment transactions. The City can establish dual administrators, which we recommend, where all changes must be reviewed and approved. To monitor portal usage, the PCA will have access to the following audit reports:

Online Banking for Business – Audit Reports
User Access Change Report Shows user ID, action, section, change type, executed by, executed date, approved by, and approved date

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 53
Online Banking for Business – Audit Reports
User Detail Report Shows user profile, user services, user accounts, and settings for all entitled services
User Activity Audit Report Shows user ID, name, activity – login, navigation, logout, actions, details, date/time
Alert History Report
Shows history by user of their alert events for subscribed services, such as incoming transactions, outgoing ACH/wires, pending approvals, balances, etc.

Additionally, to help protect against online fraud we offer a free download of IBM Trusteer Rapport5 software. It is easy to install and works with your existing firewall and anti-virus protection to ensure access to the genuine Online Banking for Business site.

Safekeeping Services
BMO provides book entry clearance and settlement for FRB and Depository Trust Company (DTC) eligible securities and money market mutual funds via our affiliate, BMO Capital Markets. The Safekeeping platform offers a real-time sweep to BMO DDAs for cash settlements (buys/sells), interest, dividends, and principal and interest payments.

The BMO Safekeeping service generates a Statement of Securities Held report containing the following details: Account, CUSIP, Security Description, Holding Location, Current Face Value, Market Value, and Par Value ($/unit). The Statement of Securities Held report can be configured for daily, weekly, monthly, semiannual, and annual frequencies. It’s available as of the last day of the previous month by 6 a.m. CT the following day.

Please note: S&P rating and book value are not available fields on the report above. Settlement date information is available by accessing the portfolio online.

Daily retrieval of your online statements can be automated using AutoConnect—a secure method of automating the download of account information and transaction reports as well as the import of trade files. The bank-supplied software eliminates the need to manually log into OLBB and provides you the ability to schedule unattended activities.

Clients can view real-time trade status of failed trades using the BMO Online Safekeeping website. In addition, users can be notified of fails via Email Alerts. All transactions, including purchase and sale settlements, are available online same day or by accessing a statement titled “Advice of Posted Transaction” which is available by 6 a.m. CT the following business day.

The City can set up as many users as desired to access the above reports for no additional charge.

5 Downloading and Use of the IBM Trusteer Rapport software is governed by the terms of the Trusteer Rapport license agreement, which is provided with the software. BMO makes no representation or warranty representing the software or the IBM Trusteer Rapport website. BMO is not responsible for any difficulties, consequences, costs, claims, damages or losses arising in any way whatsoever out of the downloading or Use of the software. ®* Trusteer and IBM Trusteer Rapport are trademarks or registered trademarks of Trusteer, and IBM Company. “IBM” and the IBM eight-bar logo are registered trademarks of IBM in the United States and other countries. BMO business checking account required.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 54
Sweep Account Services
BMO offers investment sweeps to a variety of proprietary and third party money market mutual funds as a “passive” solution and a Liquidity Portal that provides access to the same money funds as an “active” solution.

Sweep to Short Term Investments
We have Sweep to Short-Term Investment options where you can maximize the value of your funds while retaining liquidity. You can automatically move your excess account balance to selected money market funds after your last transaction of the day. Your excess balances earn money market rates while providing liquidity to meet your operating demands—without any intervention on your part.

With our investment sweep, you can invest all available funds or set a peg balance in your accounts. A peg balance represents a minimum balance in the account. Any excess funds above the peg balance will be invested. You can monitor the City’s daily cash position via OLBB or use your monthly statements to enable your business to monitor returns and make informed decisions.

Rates are subject to change weekly, and we’ve provided the rates below as of June 9, 2023. Note that your Treasury & Payment Solutions contacts are not licensed to provide you with a recommended fund in which to invest. However, we are happy to provide you with a Prospectus of your choice from the list below upon your request.

BMO Liquidity Portal
Our clients are facing challenges every day, such as evolving regulations, shifting global markets and the need to manage a variety of risk factors and shrinking staff sizes. The BMO Liquidity Portal can help navigate those challenges, allowing you to manage the investment and redemption of money market shares through one easy-to-use online site. The portal enables you to improve operational efficiencies,

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 55
manage risk, and gain insight into your money market fund investments for enhanced liquidity management.

The BMO Liquidity Portal is available from the Foreign Exchange, Securities & Trade tab within OLBB.

Improve Efficiency:

Intuitive design provides easy-to-use controls, trading, customizable reporting and analytics.

Experience streamlined access to many of the largest providers of money market funds.

Gain full oversight over continuous liquidity management, from trade entry through to final settlement and expedited access to proceeds.

Gain Insight:

View up-to-date fund reporting and analytics to help you navigate the post U.S. regulatory reform environment.

Obtain market perspectives and insights provided by industry experts, researchers and product specialists.

Create customized, flexible, and exportable reports covering risk, compliance, performance, and accounting.

Manage Risk6:

Visual analytics provide advanced holdings transparency and risk management.

Enhanced controls include customized user-level access, investment policy parameters for compliance, and trade entry tools to reduce potential errors on transactions.

Consultative approach to risk management helps ensure investments meet your risk profile and tolerance levels.

Review dashboard-style reporting and individual fund analytics to aid in decision-making when adding new funds.

See a rolling summary view of all transactions from the past seven days on the Activity tab.

6 The portfolio risk management process includes an effort to monitor and manage risk but does not imply low risk.

INSTITUTIONAL USE ONLY
Shares of any fund are not deposits or obligations of, or guaranteed or endorsed by, BMO or any other insured depository institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other Government Agency, and involve investment risk including potential loss of principal.

BMO business checking account required. Banking deposit and loan products and services are provided by BMO and are subject to bank and credit approval. BMO governing agreements contain the complete terms and conditions that apply to the products and services described above. All product and service features are subject to change at any time without notice. BMO, Member FDIC.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 56
Set your own Preferences including email push notifications to alert you to when fund metrics differ from user-defined levels.

Online BillPay Consolidator
In an environment where your customers can pay you through many different online billpay sites, you can count on BMO to help simplify and accelerate the collection of these payments using Online BillPay Consolidator.

Features and Advantages:

Receive Funds Faster: Online Billpay Consolidator will speed payment delivery by up to four days by eliminating mail float and check processing. Depending on member use of the system, there is potential to eliminate up to ⅔ of Days Sales Outstanding.

Reduce Resource Requirements: Online BillPay Consolidator automates the collection of online bill payments with a single daily Automated Clearing House (ACH) credit and a single daily remittance file. This reduces the number of paper checks received and the need for manual research and posting.

Experience Fewer Returned Payments: Because bank online billpay systems are often tied to bank deposit systems, payment is created upon verification that the customer’s account is in good standing. Because the Online Billpay Consolidator system uses the ACH network for clearing, those transactions are processed quickly. This means fewer invalid account number return items and fewer insufficient fund return items for the City.

Online BillPay Consolidator Optimizes the Bill-Paying Experience: Payers may notice that their payments are delivered faster. They may also appreciate a more automated biller registration experience on billpay sites when registering to pay a biller that is subscribed to Online Billpay Consolidator.

How it Works:

Payments are frequently made using online
billpay sites; these payments are convenient for
payers. However, many online billpay systems
(both bank and third-party systems) create and
mail paper checks or check and list payments.

These payments are not convenient or efficient
for the entity being paid; they often require
manual research and keying of posting
information.

Online BillPay Consolidator will connect the City
with a processing and clearing network that
reaches more that 95% of online bill payment
systems. BMO then consolidates these payments
and associated information from the payment
network and sends you one ACH deposit (cash
application file) from the previous day’s online
billpay payments.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 57
DirectBiller®
DirectBiller automates the entire electronic bill presentment and payment (EBPP) process and empowers your business to achieve the freedom, control, and cost savings of delivering a multi-channel billing and payments experience that your customers expect.

DirectBiller optimizes the presentment and payment process by:

Expanding payment acceptance.

Reducing manual costs and errors.

Reducing delinquencies and improving cash flow.

Delivering value and improving retention.

Multiple Payment Methods
Credit card, debit card and ACH (eCheck) processing are available with one-time, recurring, and automatic payment plans.

DirectBiller Payment Channels
Mobile/Web: Optimized for use with smartphones and internet-enabled devices to increase customer engagement and give them the ability to pay bills anytime and anywhere.

Interactive Voice Response: Tollfree automated phone payment capability.

SMS/Text: Payers can instantly
make payments using text
messaging.

Your Customer Service Staff:

Accept called-in payments and
automate recurring
payments/payment plans for
your customers with no need to
manually initiate the payments
each month; use a separate cash
application process or manage
ACH returned items and ACH
Notice of Change (NOC) updates.

Bill Presentment Options
Basic payment with no bill presentment – the simple way to ‘just get paid’.

Account or Invoice-level presentment – present multiple invoices and credits for a single account, receive invoice-level detail for cash application.

PDF bill presentment – give your customers online access to PDF copies of their bills or invoices.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 58
Benefits
Receive your funds faster and reduce days sales outstanding (DSO) by reducing your bill-topayment cycle time when you post bills online and accept electronic payment through multiple channels.

Reduce costs by reducing the number of cash application exceptions and exception handling expense.

Improve customer satisfaction by offering your customers multiple convenient ways to pay.

Improve security and compliance from audits, Payment Card Industry (PCI), and Nacha compliance challenges when DirectBiller securely processes and stores payment information.

BMO Financial Crimes Unit (FCU)
Launched in January 2019, the BMO Financial Crimes Unit (FCU) set a new benchmark for the banking industry by creating a 21st century model for global security—bringing together information security, fraud management, physical security, and crisis management into one cohesive team.

BMO maintains 24/7 security monitoring and alerting systems to protect our bank’s data.

This highly collaborative approach combines world-class technology and human capital to ensure that BMO can best prevent, detect, analyze, respond, and recover from all threats aimed at the bank, our clients, and our partners.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 59
BMO ePayables Program
Organizations interested in electronic payments solutions can take advantage of BMO’s ePayables product suite: BMO Approve2Pay and BMO Payment Controller. These solutions deliver increased payment security, enhanced reconciliation capabilities, and the flexibility to execute an electronic payments strategy. Approve2Pay is for organizations looking for an integrated solution to pay their strategic suppliers, and Payment Controller provides web-based application to generate ad hoc virtual card numbers for a specific payment or use.
ePayables benefits include:

Reduced costs and inefficiencies associated with manual paper payments.

Improved working capital.

Reduced risk of fraud.

New technology to issue Virtual Card Numbers (VCNs).

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 60
How They Work:

In both solutions:

You use an existing procurement and accounts payable invoice approval process.

The email notifications can include the PO and/or invoice number(s).

Each virtual card number can be assigned up to 15 custom data fields which are reportable within our online tool, Spend Dynamics.

You pay BMO via your normal Corporate Card cycle payment.

Spend Dynamics Virtual Card Reporting
BMO Spend Dynamics supports transparency and reporting of VCN transactions.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 61
VCN information is available
on eStatements.

VCN and VCN Validity Data is
included with the Custom
Data fields for Data Analysis
reporting.

VCN is an additional search
field on Transaction Search.

New VCN decline codes will be
displayed.

VCN is an additional field for Non-Posted Transactions.

BMO Spend Dynamics®
Our BMO and Diners Club Corporate Card programs are centered on BMO Spend Dynamics, our online program management, data warehouse, integration, statement and report generating tool. BMO Spend Dynamics provides a single environment to manage Card programs and data can be exported for use in other systems.

BMO Spend Dynamics is separated into two levels of functionality, based on client needs:

Standard Product includes essential functions such as viewing transactions and statements, card ordering and maintenance, and standard reporting.

Premium Product7 includes essential functions plus additional advanced functions such as expense reconciliation, GL coding, receipt imaging and multi-level approval workflows.

Highly Efficient to Use
Users can order and manage cards online including changing credit limits and updating card controls (e.g., merchant, cash withdrawal, and country blocking at an individual card level).

Employees can use a self-serve password reset to set or reset their own password via predetermined verification questions, minimizing the need for administrator involvement and time delays. Users can quickly access key information and perform functions such as viewing statements, completing expense claims, or creating reports.

BMO Spend Dynamics will remain leading-edge as technology capabilities evolve. As an open source platform solution, BMO will benefit from investments made by the member community. BMO has planned for multiple releases per year to guarantee our clients can access new functionality as it becomes available.

7 Please note: Clients under $3MM are provided the Standard Product. Clients with volume above $3MM may be offered the Premium product if they have a need for the expense coding functionality.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 62
Integrated Expense Claim Module (Premium Only)
BMO Spend Dynamics provides streamlined expense management including card and out-of-pocket expenses. Users can create consolidated claims including expenses from multiple card types and out-ofpocket spend (cash). The system remembers and pre-populates previously submitted data preventing the need for duplicate manual entries:

Predefined menu items or automatic prompts to ensure that users provide the right data (e.g., date, merchant, value, description of spend, and currency).

Reimbursed transactions can be extracted back to finance or ERP systems on a regular basis to provide a detailed audit trail of cash purchases.

The program enables you to apply custom rates via:
o exchange rate converter – automatically apply predetermined exchange rates for claims with different source and reimbursement currencies o custom rates for allowances – establish rates for trip allowances based on factors such as company policy, local legislation, and contractual agreements Convenient Receipt Image Management (Premium Only)
Our advanced Image Module enables you to photograph, scan, upload, or email receipt images or invoice documents quickly using a computer or mobile device. Uploaded documents and images can then be linked to any transaction. Receipts can automatically be linked to specific transactions by creating predetermined criteria based on business policies/rules.

In addition, the receipt image management provides a seamless movement through the expense process, providing improved cost efficiency and a robust auditing trail. Users will benefit from simplified management of tax receipts, and managers will enjoy improved control and visibility to verify spend and ensure compliance with expense claims.

Real-Time Alerts
In addition to the ability to contact Cardholders by phone number and email, BMO recently introduced the ability to send several alerts via email and text message. Program Administrators can call Client Services or submit a template to select alert notifications they want to set up, change, or delete on behalf of their cardholders. Cardholders can call our Customer Service team to turn on/off an alert. Alert types include:

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 63
Approaching Credit Limit
Authorization (Set dollar value surpassed)
Declined Transaction Authorization
eStatement Available
Payment Due
Account Past due
Posted Payment
In addition, we also have Fraud Alerts available by email.

Comprehensive Reporting
BMO Spend Dynamics is our dynamic web-based administrative module that captures detailed transaction information for viewing, editing and cost allocation. It will provide your organization with customized reports and an opportunity for improved vendor analysis. BMO Spend Dynamics provides instant information on purchasing patterns, allowing your staff to target suppliers and goods for special attention and supporting negotiations of volume discounts.

Our library of more than 50 standard reports will facilitate program management for the City. The standard reporting package includes cardholder statements, transaction summary reports, vendor analysis, tax reports, and a suite of travel and entertainment reports. Users can easily generate these reports within seconds and drill down to transaction line items for full information.

The reporting capabilities of Spend Dynamics are virtually limitless.

The reports menu is structured so each report template sits under a category heading; for example:

Cardholder Information Expenditure Analysis
Account Details Transaction Search - Company
Personal Details Enhanced Data Analysis
Transaction Search - Personal Suppliers - Company
Company Administration Suppliers - Top Spend
Account Search Analysis - Company
Account Delegation Environmental Impact
Card & Employee Terminations Usage and Monitoring
Statement Manager Audit Tracking
Declined Authorizations Automatic Email Log
Company Administration Past Due Report

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Scope of Services – General Requirements  PAGE 64
Company Report Spending Pattern Exceptions
Invoice Report Transaction Limit Monitoring
Usage and Monitoring
Data Extract management
Each reporting object is interactive and dynamic, with drill-down functionality, allowing to analyze, review, and monitor all aspects of your business spend in real-time. The reporting templates allow users to:

Use default template, preformatted templates;
Build custom reports with any combination of data items; and Create ad-hoc reporting using a report wizard.

BMO’s Treasury & Payment Solutions Product Roadmap
BMO is committed to continually enhancing our Treasury & Payment Solutions offering in keeping with the needs of our business, commercial, and municipal clients. BMO reinvests millions of dollars annually to enhance our technology, from minor report format changes to large scale product development efforts.

For more, see Exhibit 15: TPS Product Development Roadmap.

OTHER REQUIRED SERVICES
The bank will be required to respond to audit confirmations and other requests for data at least annually or as needed from the City’s external auditors. The bank must allow the auditors to conduct on-site inspection of transactions or review the bank’s system of internal control as requested.

We will accommodate the City’s need for audit confirmation. You may contact your BMO Relationship Manager (Daniel Campbell), or our preferred process is to have your Auditor register with our vendor by contacting them at www.confirmation.com or calling (866) 325-7201. Once BMO receives the request, our Client Services group will log the ticket request and manage the process. Our standard turnaround time is four to seven business days. Depending on the complexity of the request, however, the turnaround may be longer or up to 10 days. We will send fully completed requests to the Auditor, and a notification of completion to the requestor.

For any other daily reports, the City can access them via OLBB.

The bank is agreeable to allowing the auditors to conduct an on-site inspection of transactions or reviews.

TERM OF CONTRACT
It is the intent of the City to award a five (5) year contract with five (5) one-year renewal options. Either party has the option of discontinuation of the agreement with 90-day written notice. The City desires fixed pricing for the first five (5) years of the contract. Prices in subsequent years shall be negotiated based on satisfactory customer service.

We can comply with this requirement.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Minimum Insurance Requirements  PAGE 65

MINIMUM INSURANCE REQUIREMENTS
Bank (Contractor) shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

The cost of such insurance shall be included in the contractor’s bid. Certificates of Insurance meeting the following requirements shall be provided to the City of Livingston within fifteen (15) working days from the City’s written notification of approval to award the contract. In addition to the Certificates of Insurance the contractor must obtain an Additional Insured Endorsement.

Contractor shall maintain limits no less than:
a. General Liability including operations, products and completed operations, as applicable $1,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Response: The Bank can comply. The City can be added as an additional Insured. b. Errors and Omissions Liability
$1,000,000 per occurrence or per claim. If protection is accomplished through a “claims made” policy, a 36-month extended reporting period shall be provided.

Response: The Bank can comply.

Please make note of the following exceptions with regard to section 4. Insurance of the original RFP document:

6. Minimum Insurance Requirements
Bank (Contractor) shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, or employees.

The cost of such insurance shall be included in the contractor’s bid. Certificates of Insurance meeting the following requirements shall be provided to the City of Livingston within fifteen (15) working days from the City’s written notification of approval to award the contract. In addition to the Certificates of Insurance the contractor must obtain an Additional Insured Endorsement.

Response: The Bank can comply. Additional Insured Endorsement applies to General Liability only.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Implementation Plan  PAGE 66

IMPLEMENTATION PLAN
a. Detail all costs associated with the conversion of all the proposed services.

Please refer to the Fees section of this response where we have detailed all costs associated with this proposal.
b. Describe any on-site training to City personnel for the operation and use of the bank’s services and automated systems for all areas of service. Describe the bank’s training procedures.

As fully described in our response to Section 8 Transition of Services, sub-question (e), your designated staff will receive complimentary training to quickly begin using our services. BMO Treasury & Payment Solutions’ Training and Consulting team is composed of professional trainers and solutions consultants.

Each member has extensive experience training in the corporate arena and a high level of expertise in working with clients who are new to OLBB, as well as those who are average or advanced users. As subject matter experts, they ensure that participants receive the information they need in order to be able to optimize their use of OLBB in your organization.

Once you have access to OLBB, you’ll find all training needs in one place to help you and your staff learn at their own pace. Training options include:

Video Tutorials
Live Training
Quick Start Guides
Training Companion Guides
Interactive Tools
o Help Center
o Live Chat
o Show Me How To Walkthroughs

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Implementation Plan  PAGE 67
c. Describe what supplies the bank will provide at no cost to the City, such as checks, deposit slips, endorsement stamps, cash vault supplies, and other items. The City is currently using blank check stock for its laser-printed accounts payable and payroll checks.

The City would need to procure coin bags, coin wrappers, deposit bags, deposit slips, and endorsement stamps independently. In addition, BMO does not supply deposit bags through our Commercial Vault Service. We recommend that our clients obtain these materials from their armored car service provider.

Several office supply companies (i.e., Staples, Office Depot, etc.)sell clear, plastic, tamper-evident deposit bags. BMO can assist the city with ordering checks through our vendor, Davis and Henderson.

Alternatively, you can reach out to your own preferred vendor.

The clear, tamper-evident deposit bags are also available through Garda’s Web Order site. Clients can click on a link that takes them to the site of an outside vendor. Clients can set themselves up as a customer of that vendor to order supplies.
d. Describe in detail how the bank will handle problem resolution, customer service, day-to-day contact, and ongoing maintenance after the conversion is completed.

The service advisor who takes your incoming call will open a Problem Resolution System (PRS) ticket to capture the situation and/or request, log the ticket, and route it to the appropriate team member(s) to research/fulfill. You will be given a ticket number for easy status tracking. If an inquiry needs rushed, the representative will advise a manager for immediate escalation.

All inquiry types have an established processing time determined by severity of inquiry and complexity of research needed. You will be provided with the anticipated turnaround when the call is placed or when BMO confirms the inquiry number back to you via fax and email requests.

Generally, most problems or issues are resolved or updated within 24 hours and we will provide a communication back to your staff. Should an issue require more time to research, we will also communicate that to you through periodic updates. With respect to banking and treasury management, if resolution of a financial transaction takes longer than 24 hours, we will review provisional credit on a case-by-case basis and may grant it until we complete the research and have a final disposition of the reported issue.

If escalation should be warranted, your primary BMO Relationship Manager will intervene to help resolve the outstanding issues and ensure that the City’s needs are being met.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
References  PAGE 68

REFERENCES
a. Provide at least three (3) references (including the length of time) that are of similar size and scope of service utilization as the City, preferably local government agencies located in California.

One of the leading indicators of our success as a financial institution is the clients we serve, and how these clients feel about their experience with the Bank. We have provided client references that can speak to their experience with the Bank overall, including their experience with our professionals that constitute key members of your proposed banking services team. We encourage you to contact each reference to obtain their thoughts on our industry knowledge, collaborative approach, and overall level of professionalism.

Name of Organization City of Oroville
Contact Name/Title Ruth Wright, Finance Director
Telephone (530) 538-2413
Email [email protected]
Years Services Provided Since 2014
Services Utilized DDA, Online Image Svc, Remote Deposit, Online Info Reporting,

MTS, ACH, CD ROM
Name of Organization City of Modesto
Contact Name/Title DeAnna Christensen
Telephone (209) 577-5387
Email [email protected]
Years Services Provided Since 2019
Services Utilized DDA, ZBA, Online Image Svc, Full Acct Recon, Positive Pay, Remote Deposit, Tax Direct, Cash Vault, Online Info Reporting, MTS, ACH, Commercial Card, ePayables, Fixed Income Svcs, Merchant Svcs, L/C Name of Organization City of Stockton
Contact Name/Title Queen Gray, Program Manager III
Telephone (209) 937-5441
Email [email protected]
Years Services Provided Since 2017
Services Utilized DDA, ZBA, Online Image Svc, LBX, Full Acct Recon, Positive Pay, Remote Deposit, Online Info Reporting, ACH, Commercial Card, ePayables, Merchant Svcs

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Fees  PAGE 69
FEES
Fees in this proposal should be guaranteed for five (5) years. If not, please describe how long the fees are guaranteed.

The City will make every effort to maintain a minimum balance in its accounts to compensate the bank for services rendered.

Please provide an itemized list of services and all associated costs described in your financial institution’s proposal. Also, include any incentives or price breaks offered based on volume or other measures.

The following page is an example of the services the City currently uses. The information provided is based on the City’s activities during the month of April. Please use the following page as a template when creating your list of services and fees.

Per the RFP instructions (pg. 15), the completed cost proposal for a five year period has been provided in a separate document.

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Exhibits  PAGE 70

EXHIBITS
The following exhibits are included on the following pages.

Exhibit 1: Sample Treasury Services Master Agreement
Exhibit 2 : Sample Affiliate Addendum to Master Agreement Exhibit 3 : Commercial Account Agreement
Exhibit 4: Contract for Deposit of Public Funds
Exhibit 5: Commercial Account Signature Record
Exhibit 6: Sample Reconciliation Report
Exhibit 7: Account Reconcilement Report
Exhibit 8 : Sample Online Banking for Business Reports
Exhibit 9: Sample Account Analysis Statement and Guide
Exhibit 10: Sample Detail Report
Exhibit 11: BMO Q2 2023 Fact Sheet
Exhibit 12: Funds Availability Schedule
Exhibit 13: Elavon New Application – Government Institutional – 04.2023 Exhibit 14: Elavon Service Fees Public Sector
Exhibit 15: TPS Product Development Roadmap

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Exhibits  PAGE 71
Exhibit 1: Sample Treasury Services Master Agreement
A Sample Treasury Services Master Agreement can be found on the following pages.

Rev 1/2022_Ver. 3.4 Page 1 of 11
Treasury Services Master Agreement
We’re here to help.

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 (“Client”) and BMO Harris 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.

Bank will make available to Client the Services selected by Client and described on the Service Selection Form, which is part of this Master Agreement (as updated or amended from time to time, the “Service Selection Form”). By completing and signing the Service Selection Form for a particular Service or Services, Client selects that Service or Services and agrees to the terms and conditions of the related service description, including any appendices (the “Service Description”), and other Service Documentation (as defined below) for that Services. Client may add Services by submitting to Bank an executed copy of the Service Selection Form for the new Service. Any other services or features Bank provides in connection with a Service which are not listed in the Service Selection Form are also considered “Services” and are subject to this Master Agreement and any related Service
Documentation. Other than as expressly set forth herein or in the Service Documentation for a particular Service, the Services are only available for commercial cash management banking purposes and may not be used for personal or
consumer banking purposes of any kind.

Upon acceptance and approval by Bank of this Master
Agreement and the Service Selection Form for the Services Client requests, and the completion of any required setup process, Bank will make the requested Services available to Client. If Client does not execute the Service Selection Form for a particular Service, but nevertheless uses that Service in any manner, Client’s first such use constitutes Client’s agreement to the Service Documentation for that Service, including the applicable Service Description, in the form Bank presented to Client.

2. Governing Agreements and Documentation.
(a) Service Documentation. Client’s use of the Services is governed by this Master Agreement and the following
documents (collectively, the “Service Documentation”), all of which are incorporated by reference into this Master Agreement (as applicable):
• Service Descriptions;
• Service Selection Forms;
• setup and security instructions and procedures; and
• user guides, questionnaires, and other instructions
and manuals for Services provided by Bank (as
updated from time to time, “User Guides”).

If there is any conflict between any term or provision of the Service Documentation for a particular Service and
the terms and provisions of this Master Agreement, the
Service Documentation will control with respect to such Service to the extent of such conflict. If there is any conflict among the Service Documentation for a particular Service, the Service Description will control to the extent of the conflict. Terms which are defined in this Master Agreement have the given meaning when used in the
Service Documentation unless otherwise specified.

All deposit account(s) that are enrolled in the Services (the “Accounts”) will remain subject to the applicable
deposit account agreement (“Account Agreement”) and
Client’s use of the Services will also be governed by such Account Agreement, which is incorporated by reference
in this Master Agreement. If there is any conflict between the applicable Account Agreement and this Master
Agreement or any Service Documentation, then this
Master Agreement or the Service Documentation
controls. Capitalized terms used herein and not otherwise defined shall have the meaning given in the applicable
Account Agreement.
(b) Service Changes. Bank may from time to time add to, discontinue or modify the Services and may update or
make changes in the Service Documentation relating to a Service. Bank will give Client notice of any material
change and such change will be effective as of the date specified in the notice sent to Client. Bank reserves the right to notify Client of changes and updates electronically or by Internet posting, mailing, or other means permitted by law. The right to change fees and charges and the
right to change the terms of this Master Agreement are
addressed in Section 12.
(c) Authorized Individuals; Contact Information. Before accessing any Service, Client must provide to Bank (or
there must be on file with Bank) a signed and completed Certificate of Account Resolutions in the form provided by Bank or other form acceptable to Bank (“Account
Resolutions”). The Account Resolutions evidence the
proper authority of the persons (“Authorized Individuals”) signing this Master Agreement, the Service Selection

Rev 1/2022_Ver. 3.4 Page 2 of 11
Form, and any authorization forms, and provide Bank with any contact information that Bank may require in
connection with Client’s use of a Service. Bank is entitled to rely on such authorization and contact information
according to its terms until Bank receives properly
authorized written notice in the form provided by Bank or other form acceptable to Bank that the existing
authorization and/or contact information is changed or
terminated and Bank has a reasonable opportunity to act on such notice. If Client instead chooses to communicate changes to Bank by some other means, Bank is entitled
(but not obligated) to rely on such communications and
the changes as having been duly authorized by Client if Bank in good faith believes the communications came
from someone authorized by Client to deliver it. Bank will not be responsible for losses if Client fails to timely and properly notify Bank of changes in authorization and/or contact information. Client must also promptly notify Bank in writing of any change to Client’s name or address.

3. Obligations and Acknowledgments.
(a) Account Statements and Reconciliation. At Client’s
election, Bank will either provide to Client electronically through Bank’s Online Banking for Business Service
(“OLBB”) or by mail periodic statements, notices,
canceled checks, and other information regarding the
Accounts and Account activity, including any activity
resulting from Services. Client agrees to promptly
examine each such statement, notice, canceled check,
and other information (whether originals, images, copies, or in other formats) and to promptly notify Bank of any erroneous charges, payments, missing or incorrect
deposits, credits, debits, or other entries to Accounts (“errors”) or other Account problems, including a forged or unauthorized signature or alteration, or unauthorized or missing endorsement, in accordance with the
requirements and procedures, including time frames,
provided in the applicable Account Agreement. If Client fails to notify Bank as described above, Bank will not be obligated to re-credit or refund the amount of the error or Account problem and Client will be precluded from
asserting the error or Account problem against Bank. If Client makes a claim for an error or problem, Client
agrees to cooperate with Bank in the investigation of the situation (including providing an appropriate affidavit as Bank may request) and any effort by Bank to recover
funds on Client’s or Bank’s behalf.

Unless Bank has otherwise agreed in the Service
Documentation for any Service Bank provides to Client,
funds transfers to and from Accounts will be reflected on the periodic statements Bank sends or makes available to Client or the applicable Account owner.
(b) Electronic Information. Some Services allow Client to view and receive information about Account balances,
activity, transactions, and other cash management
information electronically, via the Internet through one of Bank’s access Services, or by other electronic means.

Account information changes frequently and is subject to updating, verification, and correction. Since the
information may change during the delay between when
the information was last sent to Client or posted by Bank and when Client receive or access the information, Bank assumes no responsibility for Client’s reliance on such information which is subsequently updated, verified, or corrected.
(c) Client’s Vendors. If Client engages any third party in connection with any Service (“Vendor”), the Vendor is
Client’s agent. Client is solely responsible for ensuring that Client’s Vendor complies with Client’s obligations under this Master Agreement and the Service
Documentation (including Security Procedures, as
defined below, relating to the Services). Client is bound by all information, Orders (as defined herein), entries, or other instructions provided on Client’s behalf by Vendors all as though such information, Orders, entries, or other instructions were provided by Client. Client confirms that Client grants authority to Vendors to legally bind Client with respect to their use of the Services. Client is liable for (i) any Vendor’s failure to comply with any of Client’s obligations under this Master Agreement and the Service Documentation, (ii) all fees, costs, and expenses owed to each Vendor for its services on Client’s behalf, and
(iii) any claims, damages, costs, and expenses incurred by Client or Bank as a result of any Vendor’s failure to perform, or delay or error in performing, its services on Client’s behalf.
(d) Use of Third Parties by Bank. Bank may use the services, software, hardware or equipment of third parties to
provide or facilitate all or any portion of the Services, including call centers, Website hosts, contractors,
processors, and the like. Client agrees that Bank may
disclose to any such third party any information regarding Client necessary to provide the Service and related
support to Client.
(e) Money Laundering and Funding of Terrorism. Client
acknowledges that transactions made on Client’s behalf
may be subject to federal and state laws and regulations governing transactions in currency and other monetary
instruments relating to money laundering activities and the funding of terrorism and that such laws and
regulations may impose severe criminal penalties on
those who participate or assist in such activities or in structuring of such activities to avoid reporting
requirements. Client acknowledges that Bank may
monitor transactions for compliance with such laws and
regulations. Client agrees that Client will not engage in any transaction which would violate, or result in a
payment in violation of, federal or state laws or
regulations, including, without limitation, the federal laws and regulations administered by bank regulatory
agencies and the Office of Foreign Assets Control
(“OFAC”) relating to money laundering and the funding of terrorism.
(f) Right of Setoff and Security Interest. In addition to its other rights under this Master Agreement and the Account Agreement, Bank and each of its Affiliates may exercise the right of set-off against any or all of Client’s Accounts and deposits and Client grants Bank a first priority security interest in all Accounts maintained by Client now or in the future with Bank or any of Bank’s Affiliates to secure
payment of any and all obligations regarding Services
provided under this Master Agreement and the Service
Documentation, whether direct or indirect, absolute or
contingent, due or to become due, whether now existing

Rev 1/2022_Ver. 3.4 Page 3 of 11
or hereafter arising, and whether several, joint or joint and several. For purposes of this Master 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.

4. Security Procedures.
(a) Verification. Bank requires that the authenticity of any payment order, Automated Clearing House (“ACH”) entry,
entry data, batch release, electronic data or transmission, or other instruction to transfer or pay funds or pay, return, or issue checks (collectively, “Orders”) issued to Bank in Client’s name in connection with any Service be verified pursuant to security procedures as provided in this
Master Agreement or in the applicable Service
Documentation (“Security Procedures”). Bank may also
require that other instructions Client issues to Bank be delivered and accepted in compliance with Security
Procedures.
(b) Acceptance of Security Procedures. Client should
carefully review the Security Procedures in light of the size, amount, and frequency of Client’s transactions.

Client’s use of each Service indicates Client’s agreement that the Security Procedures for the Service are
commercially reasonable. If instead of accepting and
following the Security Procedures Bank offers, Client
chooses to communicate to Bank pursuant to some other
procedure, Client is refusing the Security Procedures
Bank recommends as commercially reasonable and
Client will be bound by any Order or other instruction
issued in Client’s name and accepted by Bank in
compliance with the procedure Client chooses.
(c) Security Procedure Limitations. Client acknowledges that the Security Procedures are used to verify the authenticity of, but not to detect errors in, any Order transmitted by Client or in Client’s name. From time to time Bank may
at its option use additional procedures to verify or
authenticate Orders. The Security Procedures do not
verify the actual identity of the users of the Services and do not monitor the actions of the users to determine
whether their Orders exceed the scope of their authority.

The Security Procedures are in addition to, and do not
limit, revoke, or affect the authority of any Authorized Individual to transmit Orders or any agreement now or
hereafter existing between Client and Bank relating to
Orders. Bank may continue to rely upon such authority
and agreements and Bank is authorized to act upon
Orders received from persons acting pursuant to such
authority or agreements.

5. Confidentiality and Security.
(a) Confidential Service Information. Client agrees that it is Client’s responsibility to maintain the security and strict confidentiality of all account numbers, codes, and
identification data, such as customer identification
numbers (“Customer IDs”) and passwords (“Customer
Passwords”) and user identification numbers (“User IDs”) and passwords (“User Passwords”), provided to or used
by Client in connection with any Service (“Identification Data”) as well as information concerning access to any
Service or Account, including the Security Procedures
(“Confidential Service Information”). Client should
disclose the Identification Data and the Confidential
Service Information only to Authorized Individuals and
Vendors who need to know the information in order to
carry out their responsibilities with respect to the Services.

Client also agrees to maintain the confidentiality of all Service Documentation, software, and other proprietary
information regarding the Services which Bank provides
to Client.
(b) Effective Policies and Procedures. Client represents and warrants to Bank that Client has in place, and will maintain and enforce, effective policies and procedures to prevent unauthorized access to the Accounts, the Identification Data, the Confidential Service Information, and the
Services, including unauthorized and erroneous
transmission of Orders and other communications to
Bank. Client agrees to take all steps necessary to ensure the security, accuracy, authenticity, confidentiality, and legitimacy of all communications to Bank and all access to the Services.
(c) Notification of Loss. If at any time any Identification Data or Confidential Service Information has been lost, stolen, or misused, or Client believes that the security of
communications between Client and Bank may be or has
been compromised or is in any way insecure, Client must notify Bank immediately (with confirmation in writing) and assist Bank in investigating and remedying the situation.

Client’s notice will not affect any action taken by Bank, including transfers made or instructions carried out prior to the time Bank has received the notice and has had a
reasonable opportunity to act on it.
(d) Obligations of Bank Regarding Confidential Information.

Except as otherwise provided herein or in any Service
Documentation, Bank will maintain the confidentiality of the information Client provides to Bank in connection with the Services in accordance with its normal procedures for safeguarding commercial customer information, and
Bank agrees to use such information only to provide the Services to Client and as otherwise required by law or
permitted in any agreement between Client and Bank.

Bank may disclose information (i) which is or becomes
public other than as a result of disclosure by Bank in
violation of this Section, (ii) which was or becomes
available to Bank on a non-confidential basis from a thirdparty who is not known by Bank to be bound by a confidentiality agreement with Client with respect to such information, (iii) which is developed by Bank separate and apart from any disclosure by Client, (iv) to Affiliates of Bank, or to companies who provide services to Bank as
described in Section 3(d), (v) as permitted under the
Account Agreement or any other agreement between
Client and Bank, (vi) in connection with any litigation involving, or the enforcement of its rights and remedies under or in connection with, this Master Agreement or any other agreement between Client and Bank, and (vii) to the extent required by applicable laws, regulations, 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
(collectively, “Applicable Law”), or court orders or other legal process (including in connection with examinations by banking authorities or to comply with subpoenas,

Rev 1/2022_Ver. 3.4 Page 4 of 11
summonses, search warrants, or requests from
government agencies).
(e) Use of Confidential Service Information. All uses of the Services in accordance with the Security Procedures will be deemed to be authorized by and binding on Client or
the applicable Account owner. Client’s failure to protect Identification Data and Confidential Service Information may allow an unauthorized party to (i) use the Service(s), (ii) access electronic communications and financial data, and (iii) send Orders and communications to Bank or
receive information from Bank. To the maximum extent
permitted by law, Bank shall have no responsibility or
liability whatsoever for any loss due to any unauthorized Order, instruction or other communication from Client,
Client’s Vendor, or any Authorized Individual to Bank,
except to the extent that such loss is determined by an arbitrator in accordance with Section 16 or by a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.
(f) Unencrypted Messages. Client recognizes that
unencrypted messages including email are not secure. If Client chooses to communicate with Bank by email, Client acknowledges that Bank may rely on the contents of the
email as having been authorized by Client, if Bank
accepts and acts on it in good faith. Client agrees that Bank may reply to Client in an email with the requested information. Client assumes the entire risk for any such unencrypted electronic communications.

6. Events of Default.

The occurrence of any of the following shall constitute an “Event of Default”:
(a) Failure to Pay or Perform. If Client fails to pay when due any amount payable, fails to satisfy any condition Client is required to satisfy, or fails to observe or perform any agreement or obligation, under this Master Agreement,
any Service Documentation, or any other agreement
between Client and Bank;
(b) Incorrect or Misleading Statements. If any representation or warranty made by Client in this Master Agreement, any Service Documentation, or any other agreement between
Client and Bank, or any certificate or statement of fact or 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;
(c) Insolvency, etc. If Client is or becomes insolvent or bankrupt or is dissolved, liquidated or wound up; or any substantial assets of Client are seized or otherwise
attached pursuant to legal process or other means; or any step or proceeding is taken by or against Client under or in respect of any bankruptcy, insolvency, reorganization or other similar law affecting creditors' rights, including a resolution passed by Client’s directors, partners,
managers, or members; or any assignment is made for
the benefit of Client’s creditors; or in the good faith opinion of Bank the financial condition of Client has become
impaired;
(d) Judgments. If one or more judgments, decrees, or orders is rendered against Client for the payment of money and any of such judgments, decrees or orders would, in
Bank’s opinion, have a material adverse effect and
continue unsatisfied and in effect for a period of more than ten (10) business days without being vacated,
discharged, satisfied or stayed pending appeal; or
(e) Unenforceable Provisions. If any provision of this Master Agreement Bank considers material is determined by an
arbitrator in accordance with Section 16 or a court of
competent jurisdiction to be unenforceable.

7. Termination.
(a) This Master Agreement will continue in full force and effect until all Services have been terminated. Any
Service may be terminated at any time by either Client or Bank upon at least thirty (30) days’ prior written notice to the other party. Only the Service specified in such notice will be terminated, and no other Services will be affected. (b) Bank may, at its option, terminate this Master Agreement or any or all Services immediately upon the occurrence
and during continuance of an Event of Default.
(c) Upon termination of any Services under this Master
Agreement:
• Client will immediately return to Bank or destroy the originals and all copies (in all formats and media) of
software programs Bank licensed to Client, all User
Guides, and all security and access devices with
respect to those terminated Services.
• Any licenses granted by Bank to Client with respect
to those terminated Services under the applicable
Service Documentation will automatically terminate.
(d) Even if this Master Agreement or any or all Services are terminated, this Master Agreement shall continue in full force and effect as to all transactions that Bank began processing before such termination and the provisions of Sections 5, 8, 9, 10, 13, and 16 will survive any
termination of this Master Agreement and the relevant
Service.

8. Indemnity.

Client agrees to indemnify Bank, Bank’s Affiliates, and each of their respective officers, directors, employees, agents, and service providers (collectively, “Indemnified Parties”) for, and defend and hold harmless each of the Indemnified Parties 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”), resulting directly or indirectly from Bank’s performance under this Master Agreement or Bank’s provision of any Service (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 an arbitrator in
accordance with Section 16 or a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.

9. Limitation of Liability.

Rev 1/2022_Ver. 3.4 Page 5 of 11

IN NO EVENT UNDER ANY THEORY SHALL BANK, OR

ANY OTHER INDEMNIFIED PARTY HAVE ANY LIABILITY

TO CLIENT 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, BANK’S PERFORMANCE UNDER THIS
MASTER AGREEMENT OR BANK’S PROVISION OF ANY

SERVICE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS

OR DAMAGES ARE DETERMINED BY BINDING
ARBITRATION IN ACCORDANCE WITH SECTION 16 OR A

COURT OF COMPETENT JURISDICTION BY A FINAL AND

NON-APPEALABLE ORDER TO HAVE RESULTED FROM
BANK’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL

BANK OR ANY OF ITS AFFILIATES, OR ANY OF THEIR

RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,

AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY

TO CLIENT 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 BANK

OR ANY SUCH OTHER PARTY IS 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, BANK’S RESPONSIBILITY TO CLIENT

UNDER THIS MASTER AGREEMENT AND THE SERVICE

DOCUMENTATION IS LIMITED TO THE EXERCISE OF

ORDINARY CARE IN PROVIDING THE SERVICES TO
CLIENT. ORDINARY CARE IS TO BE EVALUATED BASED

ON REASONABLE COMMERCIAL BANKING STANDARDS
PREVAILING IN BANK’S INDUSTRY AND LOCATION FOR
SIMILARLY SITUATED COMMERCIAL BANKS.

Bank’s cumulative liability for all loss or damage arising from or relating to this Master Agreement and any Service,
regardless of the form of action, is limited to direct losses attributable to Bank’s gross negligence or willful misconduct and limited to an amount not to exceed twelve (12) times the fees paid by Client during the month immediately preceding the month in which the loss or damage was incurred.

Bank is not liable for any failure or delay in carrying out any of its obligations under this Master Agreement or any Service Documentation if such failure or delay results from Bank acting in accordance with requirements of Applicable Laws or from acts of God, strike or stoppage of labor, power or equipment failure, disruptions in telecommunications systems or the financial markets, adverse weather conditions, or any other cause beyond its control. Bank has no responsibility and will incur no liability for any act or failure to act by any other financial institution, intermediary, or any other third party including any failure, delay or error by any Federal Reserve Bank or other intermediary bank in timely presenting data or checks to Bank.

10. Fees and Charges.

Client agrees to pay fees and other charges for each Service as Bank establishes from time to time or maintain
compensating balances as Bank may permit. Bank may
amend its fees and charges from time to time in accordance with Section 12 below. Client authorizes Bank to access any one or more Accounts to debit fees and other charges, even if doing so creates an overdraft.

Bank may provide Client with monthly compensation
statements indicating the fees owing by Client and debited from one or more Accounts for the Services and the interest paid or charged to Client. Client will verify the statements and notify Bank in writing of any errors, irregularities or omissions within (a) 30 days of the mailing of the compensation
statement to Client, or (b) if not mailed, within 30 days of the delivery or availability of the compensation statement to Client.

At the end of the 30-day period it will be conclusively settled between Client and Bank that the compensation statement is accurate, all fees and amounts charged as set out in the compensation statement are properly chargeable, and Client will not be entitled to be credited with any sum not credited in the compensation statement.

Notwithstanding the foregoing, Bank has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities, or omissions or to charge back items for which payment has not been received.

Bank may assess finance charges on any amount due to Bank under this Master Agreement that is not paid by Client within thirty (30) days of receipt of Client’s statement or an invoice showing the amount due.

11. Notices.

Except as may be otherwise specified in the Service
Documentation for a particular Service, all notices and other communications by Client or Bank relating to this Master Agreement and/or any Service Documentation generally shall be in writing and:
• if to Client, addressed to Client’s primary address as shown on Bank’s records or, if permitted by law,
delivered electronically;
• if to Bank, addressed to Documentation Analysis and
Control at: BMO Harris Bank N.A., Documentation
Analysis and Control, 111 West Monroe Street 9
Center, Chicago, Illinois 60603, or at such other
address as Bank may specify in writing.

Any notice or communication to Bank will be effective when it is actually received and Bank has had a reasonable time to act on it. Bank is entitled to rely on any written notice or other communication that Bank believes in good faith to be genuine and to have been signed, sent, or authorized by Client’s authorized representative. Bank is permitted, at its sole discretion, to act on email notices from Client sent to [email protected] or otherwise, although Bank shall be under no obligation to do so. Bank reserves the right to give notices and communications to Client in such form or medium as Bank considers reasonable and by such means as are permitted by Applicable Law.

12. Amendments.

Bank may amend this Master Agreement or the fees and
charges applicable to a particular Service by written notice sent to Client in accordance with Section 11, above. Except as specifically provided in the Service Documentation for any

Rev 1/2022_Ver. 3.4 Page 6 of 11
Service, any amendment to this Master Agreement (including changes in fees and charges) will be effective thirty (30) days after notice of the amendment is sent to Client. This paragraph does not apply to the changes and updates described in
Section 2 of this Master Agreement under “Service Changes”.

13. Representations and Warranties; Agreement to
Provide Information.
(a) Representations and Warranties of Client. In addition to any other representations and warranties herein or in the Service Documentation, Client represents and warrants
to Bank, and agrees with Bank, that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its certificate or articles of incorporation, by-laws or other
organizational agreement, or any material agreement
binding upon it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so;
(iii) this Master Agreement is its valid, legal and binding obligation enforceable against it in accordance with
its terms; and
(iv) the establishment and maintenance of the Accounts
with Bank and Client’s use of the Services are for
legitimate business purposes only and comply fully
with Applicable Law.
(b) Representations and Warranties of Bank. Bank
represents and warrants to Client, and agrees with Client that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its charter or
by-laws or other organizational agreement, or any
material agreement binding on it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so; and
(iii) this Master Agreement is its valid, legal, and binding obligation enforceable against it in accordance with
its terms.

EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN

THIS MASTER AGREEMENT OR IN ANY SERVICE

DOCUMENTATION, BANK MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES, EITHER

EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT
TO ANY SERVICE OR BANK’S PERFORMANCE OF

THE SERVICES, INCLUDING, WITHOUT LIMITATION,

THOSE OF MERCHANT-ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NO DESCRIPTIONS OR

SPECIFI-CATIONS CONSTITUTE
REPRESENTATIONS OR WARRANTIES OF ANY KIND.
(c) Agreement to Provide Information. Client agrees that Client shall promptly furnish to Bank such information
respecting Client’s business and financial condition, in such form and manner, as Bank may reasonably request
from time to time. Client represents and warrants to Bank that all such information is true, complete, and correct in all material respects.

14. Affiliates.

If Client has one or more Affiliates, Bank may upon request provide one or more Services to that Affiliate under this Master Agreement. If Bank agrees to allow an Affiliate to access a Service under this Master Agreement, the Affiliate and Client must execute and deliver to Bank an addendum to this Master Agreement or other appropriate documentation required by Bank. Any such Affiliate using Services becomes a party to this Master Agreement, the relevant Service Selection Form and Service Documentation on a joint-and-several basis as “Client”.

15. Other Provisions.
(a) This Master Agreement and the Service Documentation constituting a part of this Master Agreement together with the Account Agreement constitute the entire agreement
between Client and Bank with respect to the Services and supersedes and replaces any previously made proposals,
representations, warranties or agreements, express or
implied, either oral or in writing.
(b) Client may not assign this Master Agreement or any of Client’s rights hereunder without Bank’s prior written
consent. Bank may not assign this Master Agreement
without Client’s prior written consent, except that Bank may assign this Master Agreement, in whole or in part,
without such consent to any of Bank’s Affiliates or in
connection with the merger, consolidation, reorganization or acquisition of substantially all the assets of Bank. Any purported assignment of this Master Agreement by Client without Bank’s written consent is void.
(c) No party’s failure or delay in exercising any right or remedy under this Master Agreement will operate as a
waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this
Master Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) If a provision of this Master Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of this Master
Agreement will not be affected or impaired by such
holding.
(e) This Master Agreement is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Except as explicitly provided
herein, this Master Agreement is not for the benefit of any other person and no other person shall have any right
against Client or Bank hereunder.
(f) Where appropriate, terms defined in this Master
Agreement in the singular shall be deemed to include the plural and those defined in the plural shall be deemed to include the singular.

Rev 1/2022_Ver. 3.4 Page 7 of 11
(g) This Master Agreement may be executed in multiple
counterparts with the same effect as if Client and Bank had executed the same document, and all counterparts
must be construed together as one instrument. Delivery
of an executed counterpart by facsimile or other electronic means is effective as delivery of a manually signed
counterpart.
(h) This Master Agreement is governed by and must be
construed in accordance with the laws of the State of
Illinois, including the Uniform Commercial Code as in
effect in the State of Illinois from time to time (the “UCC").

The parties acknowledge that certain provisions of the
UCC contain provisions which by the express terms of the UCC may not be varied by agreement of the parties (a
"Non-variable Obligation"). To the extent that any
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.

16. Claims Subject to Arbitration.

Bank and Client agree to arbitrate all disputes or claims between them arising out of or relating in any way to the Services, this Master Agreement, any applicable Service Descriptions, any other agreement related to the Services, or any transactions arising hereunder or thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective date of this Master Agreement or any prior services agreement (including, but not limited to, claims relating to advertising, promotions, or disclosures) and any claims that may arise after the termination of this Master Agreement. This arbitration provision will survive the
termination of the Services and/or this Master Agreement.

This Master Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”)
arbitrator will decide the substance of all Claims in accordance with all Applicable Law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law.

Unless both Client and Bank agree otherwise, each party must bring all related or similar Claims in a single arbitration proceeding. If Client or Bank later initiates a subsequent arbitration asserting Claims that are related or similar to ones that were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would be barred by Applicable Law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of
Dispute sent to Bank should be addressed to:

BMO Harris Bank N.A.

Documentation Analysis and Control
111 West Monroe Street 9 Center
Chicago, IL 60603
Any Notice of Dispute sent to Client by Bank will be sent to the address in Bank’s records that is associated with Client’s Account at the time the Notice of Dispute is sent.

The Notice of Dispute must (a) describe the nature and
basis of the Claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Services and/or the provision of the
applicable agreement to which the Claim relates. If Bank and Client do not reach an agreement to resolve the
Claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, Client or Bank may commence an arbitration proceeding with the
AAA. If Client or Bank attempts to commence arbitration proceedings before providing the requisite Notice of
Dispute, the other party may inform the AAA of this
agreement and direct it to refrain from commencing
administration of arbitration proceedings until the
requisite time period for notice has passed. Neither Client nor Bank will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award
resolving the Claim.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to
time (the “AAA Rules”) as modified by this Agreement,
and will be administered by the AAA.

The arbitrator is bound by the terms of this Master
Agreement. All issues are for the arbitrator to decide, except that issues relating to the arbitrability of Claims or the scope, and enforceability of this arbitration provision, including the interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court to decide. The right to a hearing will be determined by the AAA Rules. Any in-person arbitration
hearing will take place in Chicago, Illinois. Regardless of the manner in which the arbitration is conducted, the
arbitrator, upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the AAA), will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. Unless otherwise agreed by Client and Bank, any award will be rendered by the
arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the AAA’s transmittal of the final
statements and proofs to the arbitrator in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and NonIndividualized Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim; any injunctive relief must be individualized in nature and cannot affect individuals other than the claimant. CLIENT AND BANK AGREE

THAT EACH MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN CLIENT’S OR BANK’S INDIVIDUAL

CAPACITY AND NOT AS A PLAINTIFF OR CLASS

Rev 1/2022_Ver. 3.4 Page 8 of 11

MEMBER IN ANY PURPORTED CLASS OR

REPRESENTATIVE PROCEEDING, OR AS A PRIVATE

ATTORNEY GENERAL OR ON BEHALF OF THE
GENERAL PUBLIC. Further, unless both Client and Bank
agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that any part of this arbitration provision (other than the prohibition of class or representative
actions and/or consolidation) is invalid or unenforceable, the other parts of this arbitration provision will still apply.

However, if a court decides that this paragraph’s
prohibition of class or representative actions and/or
consolidation is invalid or unenforceable, then the entirety of this arbitration provision will be null and void.
(c) Access to Government Agencies. This arbitration
provision does not preclude Client from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Bank on Client’s behalf.
(d) Other Remedies. This arbitration provision and the
exercise of any of the rights Client and Bank have under this provision will not prohibit Client or Bank from
exercising any lawful rights either Client or Bank have to use other remedies available to preserve, foreclose or
obtain possession of real or personal property or exercise self-help remedies, including set-off rights as described in this Master Agreement.
[Remainder of page intentionally blank]

Rev 1/2022_Ver. 3.4 Page 9 of 11
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.

* Provide second signature if required by Account Resolutions or other authorizing documents accepted by Bank.

X _________________________________ X ______________________________ By: By:

Title: Title:

Tax Identification Number:

BMO HARRIS BANK N.A.

X _________________________________
Title: Authorized Individual
Dated________________________, ______

Rev 1/2022_Ver. 3.4 Page 10 of 11

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 (“Client”) and BMO Harris 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 1/2022_Ver. 3.4 Page 11 of 11
SERVICES SELECTED:

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:

X
* Provide second signature if required by Account
Resolutions or other authorizing documents accepted by
Bank.

X
Name:

Title: Name:

Title:

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 Check Debit Block Service National Retail Lockbox Service Check Imaging Service National Wholesale Lockbox Service Cash Vault Service Online Banking for Business Service
Comprehensive Payables/EDI Origination Service Online Billpay Consolidator Service Comprehensive Payables Service (One or More Pay
Types)
Online Billpay Service
Comprehensive Receivables/EDI Collections Service Payments with Zelle Service Controlled Disbursement Service Positive Pay Service
Convenience Pay Service Real Time Payment Services
Corporate Image Cash Letter Service Regional Lockbox Service (Basic Wholesale, Wholesale, Hybrid and Retail Lockbox)
Commercial Sweep to Loan Service Remote Deposit Service Commercial Sweep to Loan and Mutual Fund
Service
Reverse Positive Pay Service
Commercial Sweep to Mutual Fund Service Safekeeping Service Correspondent Image Cash Letter Service Tax Payment Service DirectBiller Electronic Bill Presentment and Payment
Service
Wire Transfer Service
File Transfer Facility Service
BMO HARRIS BANK N.A.

X
Its: Authorized Individual
Accepted on________________________, ______

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Exhibits  PAGE 72
Exhibit 2: Sample Affiliate Addendum to Master Agreement A Sample Affiliate Addendum to Master Agreement can be found on the following pages.

Ver. February 2018 March 21, 2023 Page 1 of 3
Affiliate Addendum to Treasury Services Master Agreement We’re here to help.

This Affiliate Addendum to Treasury Services Master Agreement (this “Addendum”) is entered into as of , 20 , among (“Primary Client”), each of Primary Client’s affiliates identified in Section 1 below (each, an “Affiliate” and collectively, the “Affiliates”), and BMO Harris Bank N.A. (“Bank”), as an Addendum to the Treasury Services Master Agreement dated , 20 , between Primary Client, Bank, and any other affiliates of Primary Client that may have become a party to such agreement prior to the date hereof (the “Master Agreement”).

Capitalized terms used herein but not otherwise defined shall have the meaning given such terms in the Master Agreement. Any references to the Master Agreement shall be deemed to include any Service Documentation.

1. Acceptance of Master Agreement. By executing this Addendum, Primary Client, each Affiliate, and Bank agree that each Affiliate hereby joins, and shall for all purposes be a party to, the Master Agreement, and shall have all the rights and obligations of Primary Client thereunder as if expressly named therein. Without limiting the generality of the foregoing, each Affiliate will be deemed to make to Bank all representations and warranties made by Primary Client under the Master Agreement and will be subject to all obligations to which Primary Client is subject under the Master Agreement, except as may be expressly modified by this Addendum.

PRIMARY CLIENT NAME TAX ID NO
AFFILIATE NAME TAX ID NO.

Primary Client and each Affiliate also represent and warrant to Bank that (i) this Addendum has been authorized by all necessary corporate or other organizational action on the part of Primary Client and each Affiliate, (ii) the person signing this Addendum on behalf of Primary Client and each Affiliate has been duly authorized to do so, (iii) this Addendum represents the valid, legal, and binding obligation of Primary Client and each Affiliate and is

Ver. February 2018 March 21, 2023 Page 2 of 3
enforceable against it in accordance with its terms, (iv) each Affiliate has received and reviewed a copy of the Master Agreement, all Service Selection Forms executed thereunder, all Service Descriptions entered into by Primary Client and incorporated into the Master Agreement, and all other Service Documentation, and agrees to the terms of the Master Agreement and the Service Documentation.

2. Primary Client as Agent. Each Affiliate hereby authorizes Primary Client to act as agent for such Affiliate in connection with any and all matters relating to the Master Agreement, including, without limitation, administering the Services and originating transactions (e.g., ACH, wire transfer, or check), issuing instructions, transmitting deposit data, executing Service Documentation, terminating or agreeing to modifications and amendments to the Master Agreement and the Service Documentation, and receiving notices under the Master Agreement and the Service Documentation (which will be effective against the Affiliates, even if such notices and communications are sent only to Primary Client); any and all such actions by Primary Client shall be binding on each Affiliate. Bank may conclusively rely on Primary Client's authority to act for itself and to bind each Affiliate with respect to the foregoing. Primary Client agrees to notify each of the Affiliates of any such notices received, agreements made and actions taken on behalf of any such Affiliate.

3. Use of Single or Multiple Customer Identifiers. Primary Client and each Affiliate acknowledge and agree that a single Customer ID and Customer Password may be assigned to Primary Client and any Affiliate and that Primary Client and every Affiliate may use the same Customer ID and Customer Password to initiate transactions or Orders or provide information about the accounts of Primary Client or any Affiliate. Bank is authorized to act upon an may rely upon any and all instructions received using such Customer ID and/or Customer Password for any account of Primary Client or any Affiliate as authorized and such reliance shall not be deemed negligence or willful misconduct. Primary Client and each Affiliate agree to be liable and pay for any transaction, Order, or Services using a common Customer ID and/or Customer Password assigned to Primary Client and any Affiliate and expressly agree that access to its accounts using same is authorized. Primary Client and each Affiliate understand and agree that the use of the Services affecting each of Primary Client’s and each Affiliate’s accounts may be reflected on certain records of Bank as initiated by Primary Client using the Customer ID and Customer Password assigned to Primary Client and not as having been initiated by such Affiliate. Each Affiliate understands and agrees that its access to Services using the Internet and the common Customer ID and Customer Password will be granted and restricted by Primary Client and not by Bank. Notwithstanding the foregoing, Bank may, in its discretion, treat Primary Client and each Affiliate as separate entities for all security and set-up procedures, including the assignment of a separate Customer ID and Customer Password.

4. Services; Fees and Other Obligations. Primary Client and each Affiliate agree that any Affiliate shall have the right to use any of the Services provided and allowed by Bank under the Master Agreement and that Primary Client may agree to add or delete Services, or add or remove access by one or more Affiliates to Services, without the consent or agreement of, or notice to, any Affiliate. Each Affiliate acknowledges and agrees that it is responsible for the payment of fees for the Services which it receives from us, or for the maintenance of balances, pursuant to our Corporate Billing Policy and for any Claims as set forth in the Master Agreement.

5. Obligations of Primary Client; Guarantee. In addition to its other indemnification obligations in the Master Agreement, Primary Client agrees to indemnify Bank and each of the other Indemnified Parties for, and defend and hold harmless each of the Indemnified Parties from and against, any and all Claims that any of them may suffer or incur in connection with executing this Addendum or providing the Services to Affiliates, except to the extent that such Claims are determined by an arbitrator in accordance with Section 16 of the Master Agreement or a court of competent jurisdiction by a final and non-appealable judgment to have resulted from Bank’s gross negligence or willful misconduct.

Primary Client hereby expressly agrees that it shall be jointly and severally liable to Bank for any and all fees, expenses, obligations, liabilities, and Claims owed to Bank by any Affiliate and shall pay Bank the amount of any such obligation on demand, or as otherwise provided by the Master Agreement, whether or not we have pursued the Affiliate for such amount owed. To induce Bank to enter into this Addendum and to provide the Services to Affiliates and in consideration of benefits expected to accrue to Primary Client and each of such Affiliates by reason thereof, and for other good and valuable consideration, receipt of which is hereby acknowledged, Primary Client unconditionally guarantees to Bank the full and prompt payment and performance by the Affiliates of all obligations they or any of them may incur under the Master Agreement, now or in the future. This guarantee is a continuing, absolute and unconditional guaranty, and shall remain in full force and effect and not be released,

Ver. February 2018 March 21, 2023 Page 3 of 3
discharged, or otherwise affected by any act or omission to act or delay of any kind by Bank or any other person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Primary Client’s obligations hereunder. Primary Client irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by Bank or any other person against any Affiliate or other obligor, another guarantor, or any other person. Primary Client also irrevocably waives any and all defenses, claims and discharges of any Affiliate or any other obligor pertaining to the guaranteed obligations, except the defense of discharge by payment in full.

Primary Client further agrees that unless and until the full amount owing to us by the Affiliates under the Master Agreement has been paid in full, that Primary Client will not exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to Primary Client against any such Affiliate.

Primary Client’s payment of any amount to Bank in respect of any Affiliate shall not in any way entitle Primary Client, either at law, in equity or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to Bank’s claims against any Affiliate or any other rights or remedies in any way relating thereto or in and to any amounts paid by any such Affiliate directly to Bank. If any Affiliate’s payment applied by Bank to such Affiliate’s obligations under the Master Agreement is set aside, recovered, rescinded, or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency, or reorganization of such Affiliate), then Primary Client’s obligations and liabilities under this Addendum will be enforceable as fully as if such application had never been made.

This Addendum has been executed and delivered by duly authorized officers of each party on the date first above written.

X____________________________________
*If required by resolution, second officer must sign below.

X______________________________________
Name:

Title:

Name:

Title:

Signing as a duly authorized officer or agent of each of the Listed Affiliates:

X_____________________________________ X______________________________________ Name:

Title:

Name:

Title:

BMO HARRIS BANK N.A.

X_____________________________________
Its: Authorized Individual
Dated________________________, ______

City of Livingston
Request for Proposal
Banking Services
June 16, 2023
Exhibits  PAGE 73
Exhibit 3: Commercial Account Agreement
A Commercial Account Agreement can be found on the following pages.

07/2021 Ver 5.0 Page 1 of 19
Commercial Account Agreement
We’re here to help.

This Commercial Account Agreement (the “Agreement”) applies to each commercial deposit account established by you with BMO Harris 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 Harris 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

07/2021 Ver 5.0 Page 2 of 19
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.

5. 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

07/2021 Ver 5.0 Page 3 of 19
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.

07/2021 Ver 5.0 Page 4 of 19

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.

07/2021 Ver 5.0 Page 5 of 19

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.

07/2021 Ver 5.0 Page 6 of 19

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

07/2021 Ver 5.0 Page 7 of 19
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.

07/2021 Ver 5.0 Page 8 of 19

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.

07/2021 Ver 5.0 Page 9 of 19
(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 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; 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

07/2021 Ver 5.0 Page 10 of 19
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. 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

07/2021 Ver 5.0 Page 11 of 19
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.