CITY COUNCIL SPECIAL AND REGULAR MEETING
AGENDA
OCTOBER 3, 2023
SPECIAL MEETING: 6:00 P.M. – 7:00 P.M
REGULAR MEETING: 7:00 P.M.
WE ENCOURAGE ALL MEMBERS OF THE PUBLIC TO PARTICIPATE IN THE MEETING VIA TELECONFERENCE BY CALLING (520) 525-8911. ANY MEMBER OF THE 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_ZmQZIHELh-ECEPZ2VwZg Notice is hereby given that the City Council will hold a Special and Regular Meeting on October 3, 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 requested. Public comments can be submitted via emailed at [email protected]. Comments must be received by 2:00 p.m. on the day of the City Council meeting in order for them to be distributed to the Council prior to consideration of the matter. You will need to provide: Meeting date, item number, name, email and comment (please limit to 300 words or 3 minutes). Please include: PUBLIC COMMENT in the subject for the email. Written comments will not be read aloud at the meeting, but will be reported as received for the record. If you do not receive an acknowledgement of receipt by 4:00 p.m., please call the City Clerk’s Office at (209) 394-8041, Ext. 121 (Note: This technology is not a guaranteed method).
SPECIAL MEETING
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 – Existing Litigation (Gov. Code, § 54956.9) Name of Case: Jose Ramirez v. City of Livingston, et al., Superior Court of the State of California, County of Merced.
7. Conference with Legal Counsel regarding commencing litigation.
Pursuant to Government Code Section 54956.9.
Case: One (1).
REGULAR MEETING
CALL TO ORDER Next Resolution No.: 2023-71
Next Ordinance No.: 652
Pledge of Allegiance.
Moment of Silence – First Responders and Military Members.
Roll Call.
Closed Session Announcements.
Changes to the Agenda.
CITIZEN COMMENTS
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.
AWARD, PRESENTATIONS, PROCLAMATIONS
1. Presentation by Mayor Moran: Proclamation Recognizing Hispanic Heritage Month
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 (MIRWMA) – 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 (LAFCO) – Maria Soto, Representative.
• Central Valley Division League of California Cities – Maria Soto, Representative and Jason Roth, Alternate.
Gurpal Samra
• Merced County Mosquito Abatement District Board of Directors – Gurpal Samra, Representative and Jason Roth, Alternate.
Jose Moran
• Merced County Association of Governments (MCAG) Governing Board – Jose Moran, Representative and Gurpal Samra, Alternate.
• City Council Liaison - Parks, Recreation and Arts Commission – Jose Moran. • Utility Stakeholders Committee – Jose Moran and Gurpal Samra.
CONSENT AGENDA
Items on the Consent Calendar are considered routine or non-controversial and will be enacted by one vote, unless separate action is requested by the City Manager or City Council Member. There will be no separate discussion of these items unless members of the City Council or City Manager request that specific items be removed.
2. WAIVING OF READING OF ORDINANCE AND RESOLUTIONS
City Council Waive the Reading in Full of Ordinances and Resolutions on Agenda and Adopt by Reading the Title only, Unless Otherwise Requested by the Mayor or a Council Member
3. RATIFY CHECK WARRANTS
Ratify Warrant Register Dated September 13, 2023
4. City Treasurer’s Investment Report for the Month Ending August 31, 2023
DISCUSSION AND POTENTIAL ACTION ITEMS
5. Resolution Approving a Contract with F&M Bank for Banking Services or Alternative Council Direction.
COUNCIL DIRECTION ON FUTURE AGENDA ITEMS
ADJOURNMENT
STAFF REPORT
AGENDA ITEM:
MEETING DATE:
Warrant Register Sept 13, 2023
October 3, 2023
PREPARED BY:
REVIEWED BY:
Nancy Fuentes, Accounting Technician
Christopher Lopez, Interim City Manager
RECOMMENDATION:
Ratify the warrant register dated September 13, 2023
DISCUSSION:
Government Code sections 37208(b) and 37209 provide that accounts payable warrants or checks drawn in payment of demands certified or approved by the finance director as conforming to a budget approved by ordinance or resolution of the legislative body need not be audited by the legislative body prior to payment.
In addition, Government Code section 37208(a) provides that payroll warrants or checks need not be audited by the legislative body prior to payment. Payrolls shall be presented to the legislative body for ratification and approval at the first meeting after delivery of the payroll warrants or checks. The sum total of any payroll checks issued within the week prior to the date of the check register is also noted on the accompanying check register.
The following checks have been certified to be in accordance with the City's approved budget.
The checks have been issued and the check register is presented to the City Council for ratification:
August 31, 2023- September 13, 2023
GENERAL WARRANTS .......................... $
PAYROLL/WIRE WARRANTS .................. $
TOTAL WARRANTS .............................. $
ATTACHMENTS:
Warrant Register (detailed by date and check number)
1 400,127.71 9656-9719
206,403.69 2545-2868
606,531.40
Accounts Payable
Checks by Date - Summary by Check Date
User: nfuentes
Printed: 9/20/2023 12:34 PM
Check No Vendo1·No Vendor Name
9656 395 AdministTative Solution. Inc.
9657 396 American Fidelity Assurance
9658 397 American Fidelity Assurance Company
9659 393 California State Disbursement Unit
9660 612 Livingston Peace Officers Association
9661 405 Premier Access Insurance Company
9662 598 Standard Insurance Company RB
9663 1284 State of California
9664 564 Texas Life Insurance
9665 608 Vision Service Plan- CA
9666 422 U.S. Bank Corporate Payment Systems
9667 1321 Rodrigo Aguilar
9668 250 Alhambra
9669 678 Allstar Fire Equipment, Inc.
9670 1307 Amazon Capital Services
9671 445 Axon Enterprise, Inc.
9672 193 BSK Associates
9673 681 Central Valley Umpire Association
9674 272 Charter Communications Holdings, LLC
9675 1239 Clark Pest Control of Stockton, Inc.
9676 683 Custom Locksmith & Alann, Inc.
9677 757 Anita Dhillon
9678 548 Doras Fashion
9679 455 Ernest Packaging Solutions
9680 163 EZ Auto Supply
9681 641 Ferguson Enterprises LCC #686
9682 449 Fineline Striping
9683 260 First Communications, LLC
9684 188 Frontier
9685 1059 Angelo Gonzalez
9686 356 Gouveia Engineering, Inc.
9687 819 Great West Equipment, Inc.
9688 267 Hoffman Security
9689 501 Hunt & Sons, Inc.
9690 318 La Rue Communications
9691 268 Language Line Services, Inc.
9692 1170 Martin Marietta Materials, Inc.
9693 615 McClatchy Company LLC
9694 1322 Merced County
9695 278 Merced Irrigation District
9696 389 Mid Valley IT
AP Checks by Date - Summary by Check Date (9/20/2023 12:34 PM) Check Date
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
09/05/2023
City of Livingston
1416 C Stre-et
Livingston, CA 95334
Total for 9/5/2023:
09/07/2023
Total for 917/2023:
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
09/13/2023
Check Amount
62.50 6,319.00
1,766.60
635.83
3,622.00
2,490.40
2,875.65
65.08 179.58
1,247.33
19,263.97
32,179.43
32,179.43
150.00
313.11
6,591.40
9,252.53
43,957.56
400.00
252.00
414.82
81.00 795.13
802.98
3,635.00
128.33
11.84 184.02
4,970.00
16.38 2,535.34
200.00
28,499.52
4,194.50
193.95
4,869.83
1,941.00
241.58
197.31
1,020.36
40.00 78,321.90
10,191.43
Check No Vendor No Vendor Name Check Date Check Amount
9697 180 Mission Linen Service 09/13/2023 318.64
9698 199 Northstar Chemical 09/13/2023 2,097.24
9699 302 Office Depot, lnc./ODP Business Solutions. 09/13/2023 142 88 9700 1147 PAC Machine Company, INC. 09/13/2023 6,557.62 9701 203 PG&E 09/ 13/2023 84,903.3 1
9702 430 Quadient Finance USA, Inc. 09/13/2023 573.55
9703 514 Quadient Leasing USA, Inc. 09/13/2023 976.55
9704 416 Quality Well Drillers 09/13/2023 28,589,00
9705 904 Amanda Ramirez 09/13/2023 150,00
9706 265 Resourceability 09/ 13/2023 2,228.00
9707 407 San Joaquin Valley Air Pollution Control D 09/13/2023 157.30 9708 408 Sapien Family Trust 09/ 13/2023 1,000.00
9709 307 Shred-It, C/O Stericycle, Inc. 09/13/2023 566.54 9710 572 Sierra Wood Shavings, Inc 09/13/2023 1.028.38
9711 1323 Cedronio Solorio 09/13/2023 150.00
9712 440 Target Specialty Products 09/ 13/2023 4,882.16 9713 310 Totlcom, Inc. 09/ 13/2023 382.72
9714 249 United Site Services 09/13/2023 58737
9715 693 USA Softball of Central Cal 09/13/2023 100.00
9716 1150 Jack Berry Valley 29 Electric, LLC 09/13/2023 525.00 9717 314 Valley Coffoe & Water 09/13/2023 8.00
9718 296 Visual Edge IT, Inc 09/13/2023 1,338.30
9719 753 Warden's 09/13/2023 7,018.93
Total for 9/13/2023: 348,684.31
Report Total ( 64 checks): 400.127.71
AP Checks by Date - Summary by Check Date (9/20/2023 12:34 PM) Page2
AGENDA ITEM:
MEETING DATE:
PREPARED BY:
ELECTED OFFICIAL'S REPORT
Treasurer's Report: August 2023
October 3rd, 2023
Katherine Schell Rodriguez - Elected City Treasurer
RECOMMENDATION:
Receive and File Treasurer's Report for the month ending August 31 , 2023.
BACKGROUND:
The Treasurer's Report is required to be presented to the governing body.
DISCUSSION:
Total Cash and City Investments including cash in the bank, and cash in the Local Agency Investment Fund is $40,831,240.73 and represents a 0.60% increase from the previous month.
The attached Treasurer's report is a "snapshot" report of our cash position on the last day of the month in all our accounts per Bank Statements.
FISCAL IMPACT:
None.
ATTACHMENTS:
1. August 31, 2023 Treasurers Report with signature
TREASURER'S REPORT
Bank Statement Period Ending
Report Date
Meeting Date
August 31, 2023
Sept. 14, 2023
Oct 3rd,2023
The following cash and investment information pertains to the period ending per Bank Statements Average
Institution Acct#
State of California LAIF (Local Agency xx~xx-463 Investment Fund) Non Interest Bearing Items
Farmers & Merchants Bank xxxxxx5801
Farmers & Merchants Bank xxxxxx6601
Farmers & Merchants Bank xxxxxx8201
Subtotal F&M Bonk
Total Cash & Investments
Notes
Investment Monthly
Type
Pooled
Operating Account
Payroll Account
Web Payments Account
Yeild%
3.434%
N/A
N/A
N/A
Subtotal
Totals
Balance
AUGUST
39,916,979.03
902,587.65
11,674.05
0.00 914,261.70
40,831,240.73
1) There are currently no Investments, In an Institution, with a Maturity Date, and/or a Maturity Date of 12 Months or More. The City's Portfolio consists of Non Interest Bearing Items in F&M Bank, and funds deposited with the State Local Investment Agency (LAIF) 2) Percentage Yield Rate from the LAIF Website "PMIA Average Monthly Yield" Prepared By:
Katherine Schell~Rodriguez City Treasurer
09/14/2023
STAFF REPORT
AGENDA ITEM: Resolution of the City Council of the City of Livingston Approving a Contract with F & M Bank for Banking Services
MEETING DATES: October 3, 2023
PREPARED BY: Christopher Lopez, Interim City Manager
RECOMMENDATION
City Council approve Resolution No. 2023- ___ "A Resolution of the City Council of the City of Livingston Approving a Contract with F & M Bank for Banking Services.
BACKGROUND:
At the May 15, 2023 City Council meeting, the City Council directed staff to cancel the current agreement with F&M Bank for banking services. City staff was also directed to issue a Request for Proposals (RFP) for banking services. Responses were received from Bank of the West, F&M Bank and Westamerica Bank.
The RFP was posted May 18, 2023 on the City's website and also sent to: Bank of the West, F & M Bank, JP Morgan, PNC Bank, U.S. Bank, Wells Fargo Bank and Westamerica Bank. The submittal date for proposals was June 16, 2023. Responses were received from Bank of the West, F & M Bank and Westamerica Bank.
With ten possible points for each criteria, F & M scored the highest and it is recommended a contract for banking services be awarded to them.
The elected City Treasurer, Senior Accountant, and an additional member of the Finance Department reviewed the proposals and ranked the proposals. The proposals were ranked with the following criteria:
1. Conformity to RFP Specifications
2. Responsiveness to RFP
3. Comprehensiveness of Services Provided
4. Related Experience
5. Account Analysis
6. Conversion Plan
7. Charges for Services
8. Service Enhancements
9. Other Factors - Interview
At the September 19, 2023 Council Meeting, the Mayor and City Council discussed the banking services RFP results with Councilmember JT Mann recusing himself from the Pages 1 of 5
discussion. The Council was unable to select a banking services provider due to a 2-2 tie resulting in no Council action.
DISCUSSION
Without a banking services provider in place before November 11, 2023, the date in which services will cease with our existing bank, the City will experience the following:
1. Deposits could not be accepted because there would not be a depository for them
2. No vendors could be paid
3. Employees could not be paid
4. Funds held at LAIF could not be withdrawn because there would be no place to deposit them
5. No new purchases could be made because there would be no way to pay for them
6. Services might be suspended/stopped if nothing can be paid for
7. No payments could be made for emergency repairs to any of the City's infrastructure
8. If the State determined this had happened they would more than likely appoint a receiver to handle all banking activity
While staff was not asked about the scoring criteria, we have provided additional detail and differences between proposals for the Council. The biggest differences between the banks relates to charges for services, minimum deposit requirements, and pricing guarantee.
Description Bank of the F & M Bank Westamerica
West
Pricing guarantee 5 Years 5 Years 3 Years
Required average None None $2,000,000
minimum deposit
Earnings Credit Rate 1.50% .55% .30%
Charges based on $806.43 $947.07 $1,114.45
April 2023 activity
Lost interest based
on Local Agency
Investment Fund None None $72,600 annually
(LAIF) because of
required minimum
deposit - Rate at
9/20/2023 - 3.63%
Westamerica scored the lowest on this criteria because of only a 3 year guarantee of fees, highest required average minimum deposit, lowest earnings credit rate, highest charges based on April 2023 activity and loss of interest to the City. In other words, the decision to move to Westamerica bank would result in a $72,600 loss to the City based on rates at 9/20/2023.
Additionally, Although Community Reinvestment Act ratings were not part of the evaluation criteria, in the past, there has been an interest, so this has been added for your information.
1. Community Reinvestment Act (CRA) - This act was adopted in 1977 and requires the Federal Reserve and other federal banking regulators to encourage financial institutions to help meet the credit needs of the communities in which they do business, including low - and moderate income (LMI) neighborhoods.
The CRA regulations provide five evaluation methods. Three are based on a bank's size, one is based on a bank's business strategy, and one is an option that any bank can take advantage of, regardless of size or business strategy.
Because the bank's being considered are large banks, $1.252 billion in assets or greater, the evaluation criteria the CRA uses is a lending test, investment test and service test.
The Lending evaluation considers number and amount of loans in the institution's assessment area, the geographic distribution of loans, including LMI areas, record of lending/lending related activity to borrowers of different income levels and/or businesses and farms of different sizes, community development loans and innovative or flexible lending practices to address the needs of LMI individuals or geographies consistent with safe and sound banking.
The Investment evaluation considers the dollar amount of qualified community development investments, innovativeness and complexity of qualified investments and responsiveness of qualified investments to credit and community development needs.
The Service evaluation considers the geographic distribution of retail bank branches, the record of opening and closing retail bank branches, particularly those that serve the LMI geographies and individuals, the availability and effectiveness of alternative systems for delivering retail and banking services in LMI geographies and to LMI individuals, range of retail banking services in each geography, classification, extent of community development services provided and innovativeness and responsiveness of community development services.
F & M Bank was last reviewed August 15, 2022 and their overall rating was
OUTSTANDING
The Lending Test was rated Outstanding.
• Lending levels reflect excellent responsiveness to Assessment Area (AA) credit needs.
• The institution makes a substantial majority of loans in the Ms. • The geographic distribution of loans reflects adequate penetration throughout the Ms.
• The distribution of borrowers reflects good penetration among retail customers of different income levels and businesses and farms of different revenue sizes, given the product lines offered by the institution.
• The institution exhibits a good record of serving the credit needs of the most economically disadvantaged individuals of its Ms, low-income individuals, and very small businesses, consistent with safe and sound banking practices.
Page3 ofS
• The institution makes extensive use of innovative and flexible lending practices in order to serve AA credit needs.
• The institution is a leader in making community development (CD) loans.
The Investment Test was rated Outstanding.
• The institution has an excellent level of qualified CD investments and grants, often in a leadership position, particularly those that are not routinely provided by private investors.
• The institution exhibits good responsiveness to credit and CD needs. • The institution makes significant use of innovative and complex qualified investments to support CD initiatives.
The Service Test was rated Outstanding.
• Delivery systems are reasonably accessible to essentially all portions of the institution's AAs.
• To the extent changes have been made, the institution's record of opening and closing branches has not adversely affected the accessibility of its delivery systems, particularly to LMI geographies and individuals. • Services, including business hours, do not vary in a way that inconveniences certain portions of the AA, particularly LMI individuals and geographies. • The institution is a leader in providing CD services.
Westamerica Bank was last reviewed January 10, 2010 and their overall rating was
SATISFACTORY
The Lending Test was rated High Satisfactory.
• Lending levels reflect adequate responsiveness to AA credit needs. • A substantial majority of loans were made in the institution's AAs. • The distribution of borrowers reflects, given the product lines offered by the institution, good penetration among business customers of different revenue sizes and retail customers of different income levels.
• The geographic distribution of loans reflects adequate penetration throughout the AAs.
• The institution has made a relatively high level of community development (CD) loans.
• The institution uses innovative and/or flexible lending practices in order to serve AA credit needs.
• The institution exhibits a good record of serving the credit needs of the most economically disadvantaged areas of its AAs, low-income individuals, and/or very small businesses, consistent with safe and sound banking practices.
The Investment Test was rated High Satisfactory.
• The institution has a significant level of qualified CD investments and grants, occasionally in a leadership position, particularly those that are not routinely provided by private investors.
• The institution exhibits good responsiveness to credit and community economic development needs.
• The institution occasionally uses innovative and/or complex investments to support CD initiatives.
The Service Test was rated High Satisfactory.
• Delivery systems are accessible to essentially all portions of the institution's AAs. • To the extent that changes have been made, the institution's record of opening and closing branches has improved the accessibility of its delivery systems, particularly in LMI geographies and/or to LMI individuals. • Services and business hours are tailored to the convenience and needs of the AAs, particularly LMI geographies and/or individuals.
• The institution provides an adequate level of CD services.
FUNDS STAY LOCAL
There is always an interest that funds from within the community, if deposited in a local bank, will stay local and support the community.
The reality is that maybe some funds stay within the community but in reviewing banks audited financial statements or SEC filings, many investments, using deposits, are made in other states, other countries and with the federal government.
FISCAL IMPACT
Banking service costs can be offset by earnings on compensating balances.
ALTERNATIVES
The Council can choose to direct staff to do any of the following items which are included as examples:
1. Approve the recommendation and resolutions as provided
2. Direct staff to host community forums on expectations of banking services which may include minimum number of residential home loans provided to community members, business loans, etc.
3. Rescind the notice of cancellation of services to the current bank
ATTACHMENTS
1. Resolution
2. F & M Banking Contract
3. Memo to City Council
RESOLUTION NO. 2023-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON
APPROVING A CONTRACT WITH F & M BANK FOR BANKING SERVICES WHEREAS, the City of Livingston uses a wide variety of banking services for the deposit, disbursement and safekeeping of public funds; and
WHEREAS, a priority of the City Council is to ensure appropriate and cost•effective banking services are being used for the deposit, disbursement and safekeeping of public funds; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LIVINGSTON, AS FOLLOWS:
1. The above recitals are true and correct.
2. The Mayor of the City of Livingston is authorized to execute the agreement.
3. This resolution is effective immediately upon adoption.
4. Banking Agreement is attached as Exhibit A
I hereby certify that the foregoing Resolution No. 2023-_ is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 3rd day of October, 2023, by the vote recorded as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST
Monica Cisneros, Deputy City Clerk
of City of Livingston
APPROVEDASTOLEGALFORM
Roy C. Santos, City Attorney
By:----------- Jose A. Moran, Mayor
of City of Livingston
BANKING SERVICES AGREEMENT
Authorization and Agreement for Treasury Management Services ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
This Banking Services Agreement (“AGREEMENT”) is entered into on October 3, 2023 by and between the City of Livingston, a municipal corporation (“COL”) and FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA, a California banking corporation (“BANK”) and is supplemented by the Treasury Management Terms and Conditions (“TERMS AND CONDITIONS”) which contains the general terms and conditions governing each of the Bank Services (as defined herein). These TERMS AND CONDITIONS shall be construed and the rights and obligations of the parties determined in accordance with California law, except as otherwise stated.
Section 1.2 Purposes
The COL issued a Request for Proposals for Banking Services on or about May 24, 2023 (“RFP”).
The BANK submitted a written proposal to such RFP dated June 16, 2023.
COL elected the BANK to provide the services as outlined in the SCOPE OF SERVICES for the RFP.
COL wishes to enter into an agreement with BANK for Banking Services, certain Treasury Management Services, and Collateralization of Deposits as set forth in this AGREEMENT, and as supplemented by the TERMS AND CONDITIONS, which may include such additional services as COL may request and BANK may agree to provide from time to time. BANK acknowledges that it is qualified to provide such services to COL.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
BANK, for the benefit and at the direction of COL, shall perform the Scope of Services as set forth in Exhibit A (each a “Service” or collectively the “Services”).
Section 2.2 Term of Agreement
BANK shall serve as COL's depository and provider of banking services for a period of five (5) years, commencing October 3, 2023 and ending October 3, 2028. This AGREEMENT is renewable for five (5) additional one year (1 year) periods upon the written agreement of the parties and including such changes upon which the parties may in writing agree.
BANK shall commence to provide services pursuant to this AGREEMENT upon receipt of a written notice to proceed from COL and shall perform all services diligently with due care for the duration of the AGREEMENT.
Section 2.3 Meetings
BANK shall attend meetings with the COL as may be reasonably required.
Section 2.4 Staffing
BANK represents it is prepared to and can perform all services requested. BANK represents that it has, or will have at the time this AGREEMENT is executed, all licenses, permits, insurance and approvals of whatsoever nature as are legally required for BANK to provide the Services, and BANK shall, at its own cost and expense, keep in effect during the life of this AGREEMENT all such licenses, permits, insurance and approvals, and shall reimburse COL for any out of pocket costs COL incurs as a result of BANK maintaining such licenses, permits, insurance and approvals.
ARTICLE 3
DEPOSIT SERVICES
Section 3.1 Commencing a Service
Prior to commencing a Service, the COL will open and maintain with the BANK one or more demand deposit accounts (individually "DDA" and collectively "DDAs") as the BANK shall require in connection with a Service. The COL shall maintain in each DDA good and collected funds sufficient to conduct each transaction on the DDA. The BANK shall have no obligation to conduct a transaction that may result in an overdraft in a DDA. If an overdraft is created in any DDA, the COL shall repay the overdraft and pay any associated service fee at once.
If a Service requires the BANK to extend credit to the COL or on the COL’s behalf, the COL shall meet the BANK’s credit and underwriting criteria. The COL shall authorize the BANK to obtain information about the COL’s credit history or financial information in order to open a DDA or to provide a Service. The COL will provide the BANK information about the COL’s financial information from time to time as the BANK may reasonably request.
Section 3.2 Rules Governing a Service
Each Service is subject to the BANK’s AGREEMENT and TERMS AND CONDITIONS, its user guides, processing descriptions, procedures, instructions, online help screens, or other documentation (collectively "USER DOCUMENTATION") provided to the COL by the BANK from time to time. In addition, each Service is subject to the applicable provisions of any software license affecting the Service; the Operating Rules of the National Automated Clearing House Association ("NACHA Rules") and the rules of any other funds transfer system or clearing house through which funds are sent when the BANK provides a Service, as the same may be amended from time to time; the laws of the state of California and applicable Federal law and regulations. DDA’s established in connection with a Service are subject to the disclosures as outlined in the TERMS AND CONDITIONS, the applicable account agreement (signature card) for the account(s) and the applicable fee schedule(s) as provided in “Exhibit A”.
ARTICLE 4
TREASURY MANAGEMENT SERVICES
Section 4.1 Authorization to Act
The Designee and any designated person shall further be entitled to access and control all such accounts individually via the Services without regard to any multiple signer designations, requirements, or restrictions that might otherwise be applicable to a specific account but for this Authorization. Such access includes, without limitation, the ability to: (1) control such accounts electronically; (2) view or initiate transactions including, without limitation, withdrawals; (3) deposit and transfer money; and (4) generally perform all types of electronic transactions to and from each account of the COL. This authority may be exercised at such times and on such terms as the designated representative(s) believe proper; The COL requests the following Services (as checked)
Account Analysis Investment Sweep
Account Reconcilement Lockbox
ACH Block/Filter Security Tokens
ACH Origination Treasury Management Online
ACH Positive Pay Positive Pay Default Option: Pay Return CD ROM Positive Pay Payee Verification
Credit Sweep Remote Deposit Capture
EDI/Fed Payments Reporter Wire Transfer of Funds
eStatement Zero Balance Account
The COL understands that use of any Service(s) is subject to: (1) BANK’s receipt of any required information and documentation; (2) BANK’s approval; and (3) the COL’s completion of any testing or training requirements.
The undersigned Designee is a principal or other authorized individual of the COL on whose behalf the Designee is acting. The undersigned represents and warrants that the COL has taken all action required by statute or regulation to authorize the undersigned Designee to execute and deliver this Authorization and any other documents BANK may require with respect to a Service, and to provide to BANK instructions, and to designate employees and agents to act in the name of and on behalf of the COL regarding the Services and any and all accounts affected by any Service obtained on behalf of the COL.
List Designee(s) below:
NAME CONTACT INFO
Christopher Lopez 1-209-394-5550
Jose Moran 1-209-449-2277
□
ARTICLE 5
POOLED COLLATERAL
Section 5.1 Placement of Pooled Securities
As provided in California Government Code Section 53659, the COL (through its Treasurer or other duly authorized official) authorizes a third party Agent of COL approved by the BANK and COL in writing (the “Agent”) as the agent for COL to hold the securities of BANK in accordance with Government Code Sections 53630 to 53686 (as they may be amended or modified from time to time). Agent is further authorized to place BANK’s securities for safekeeping as provided in Government Code Section 53659 (as amended or modified from time to time).
Section 5.2 Conversion of Pooled Securities
The Administrator of Local Agency Security of the State of California (“Administrator”) may convert the securities of BANK held by Agent upon the happening of any event specified in Government Code Section 53665 and in accordance with the procedures set forth in that section and other applicable law.
Section 5.3 Withdrawal of Deposits
Upon notice to the Bank from the Administrator, the COL may withdraw deposits in the event the BANK fails to pay the assessments, fines, or penalties assessed by the Administrator or may withdraw authorization for the placement of pooled securities with the Agent in the event the Agent fails to pay the fines or penalties assessed by the Administrator.
Deposits may be withdrawn in accordance with the agreement of the parties and applicable federal and state statutes, rules and regulations. This AGREEMENT is subject to modification or termination upon enactment of any statute, rule, or regulation, state or federal, which, in the opinion of the Administrator of Local Agency Security of the State of California (the “Administrator”), is inconsistent herewith, including any change relative to the payment of interest upon moneys so deposited by the COL. The COL may withdraw deposits from the BANK immediately upon receiving notice from the Administrator that the BANK has failed to pay assessments, fines or penalties assessed by the Administrator.
Interest shall accrue on any moneys so deposited as permitted by any act of Congress of the United States or by any rule or regulation of any department or agency of the Federal Government. If interest may legally be paid on the account into which the moneys are deposited, then all moneys deposited shall bear interest at a rate agreed upon by the COL and the BANK. Interest on active deposits will be computed on the average daily balance for the calendar quarter and paid no less than quarterly. Interest on inactive deposits will be computed on an Actual/360-day basis and paid no less than quarterly.
The BANK shall issue the COL for each deposit a receipt on a form agreed to by the BANK and the COL stating the interest to be paid (if any), the duration of the deposit (if appropriate), the frequency of interest payments (if any) and the terms of withdrawal. Each such deposit receipt is by reference made a part of this AGREEMENT.
The BANK will maintain at all times with the Agent of the BANK as security for COL deposits:
(a) eligible securities of the classes described in Government Code Section 53651 (except subdivisions (m) and (p) having a market value at least 10% in excess of the total amount of deposits secured by those
securities, and (b) eligible securities of the class described in subdivision (m) of Government Code Section 53651 having a market value at least 50% in excess of the total amount of deposits secured by those securities. The BANK will also comply with all the provisions of subdivision (m) of Government Code Section 53651.2. If the Administrator determines that a security is not qualified to secure public deposits, the BANK will substitute other securities to comply with the requirements of this Paragraph.
The COL hereby does not elect to waive security for that portion of the total amount on deposit which is insured pursuant to Federal law.
The Agent of the BANK, which the COL and the BANK hereby authorize to hold the eligible securities posted as collateral under this contract, is US Bank, N.A.. The Agent of the BANK has filed with the Administrator an agreement to comply in all respects with all provisions of the Local Agency Deposit Security Law, as governed by Government Code Section 53654, 53657, 53658, and 53659.
Authority for placement of securities for safekeeping in accordance with Government Code Section 53659 is hereby granted to the Agent of the BANK including placement with any one or more Federal Reserve Banks or branches thereof.
If the BANK fails to pay all or part of any moneys of the COL on deposit with the BANK which are subject to this AGREEMENT when ordered to do so in accordance with the terms of withdrawal set forth on the applicable deposit receipt, the COL will immediately notify the Administrator in writing.
Action of the Administrator in converting the collateral required by Paragraph 5 above for the benefit of the Depositor is governed by Government Code Section 53665.
The BANK may add, substitute or withdraw eligible securities being used as security for deposits made hereunder in accordance with Government Code Section 53654, provided the requirements of Paragraph 5 above are met, and, provided further, with respect to any substitution of a class of eligible securities, that the BANK has given prior written notice to the COL of such substitution.
The BANK shall have and hereby reserves the right to collect and retain for the Bank’s own account the interest or income on the securities, except in cases where the securities are liable to sale or are sold or converted in accordance with the provisions of Government Code Section 53665.
The BANK will pay all expenses incurred in transferring eligible securities maintained as collateral for moneys on deposit to and from the Agent of the BANK, and the BANK will pay all expenses incurred in transporting moneys from the BANK to the COL.
The parties hereto, and all deposits governed by this contract shall comply with and be subject in all respects to the Local Agency Deposit Security Law, and all other state and federal laws, statutes, rules and regulations applicable to such deposits, whether now in force or hereafter enacted, all of which are by this reference made a part hereof.
Section 5.4 Compliance with Law
The BANK shall comply with all provisions of Government Code Sections 53630 to 53686 and other applicable provisions of law regarding local agency deposits.
Section 5.5 Deposit and Other Limitations
WHEREAS, the COL proposes to deposit in the Bank from time to time, moneys in custody in an aggregate amount on deposit at any one time not to exceed $10,000,000.00, and said moneys will be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630) of the Government Code of the State of California (the “Local Agency Deposit Security Law”).
Section 5.6 Security Interest
To secure all obligations of COL to BANK arising from this Agreement, COL grants to Bank a security interest in all accounts of COL at BANK, all funds in those accounts, any reserve accounts or funds therein, all Items and Entries (including any funds in process of settlement), whether now or hereafter established by or for the benefit of COL at BANK, and all proceeds of the foregoing. BANK’s security interest will survive after termination of this Agreement. This security interest shall be limited to the value of the Normal Security Reserve and is supplemental to and not in lieu of the security interest granted by COL to BANK under any other agreement. In the event a single item is processed in excess of the Normal Security Reserve, BANK’s security interest shall be temporarily increased to the full amount of that single item until 60 days after that single item has cleared, at which time the security interest shall revert to the Normal Security Reserve amount.
ARTICLE 6
COMPENSATION
Section 6.1 Compensation
BANK’s compensation for all Services under or pursuant to this AGREEMENT shall conform to the provisions of the Fee Schedule, attached hereto as Exhibit A and incorporated by this reference.
Section 6.2 Method of Payment
BANK shall be compensated according to those specified in the TERMS AND CONDITIONS and as specified in Exhibit A – Fee Schedule.
Section 6.3 Auditing
COL reserves the right to periodically audit all charges made by BANK to COL for Services under this AGREEMENT. Upon request, BANK will furnish COL, or a designated representative, with necessary information and assistance needed to reasonably conduct such an audit. COL, or its delegate, will have the right to review, obtain and copy all records pertaining to performance of this AGREEMENT subject to applicable California and Federal privacy laws and regulations. BANK will provide COL, or its delegate, with any relevant information reasonably requested, upon reasonable notice, during normal business hours for the purpose of inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this AGREEMENT. BANK further agrees to maintain such records for a period of three (3) years after termination of this AGREEMENT.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 7.1 Nondiscrimination
In performing services under this AGREEMENT, BANK shall not discriminate in the employment of its employees or in the engagement of any subcontractor on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 7.2 Acts of God
BANK is not responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (a) COL actions or omissions, or those of third parties which are not within BANK’s immediate and reasonable control; (b) COL negligence or breach of any agreement with BANK; (c) any ambiguity, inaccuracy or omission in any instruction or information provided to BANK; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer, utility or communications facility; (e) any error or omission, willful or negligent by any third party, including, without limitation, the Service, equipment malfunction, unusually severe weather conditions, accidents, strikes or labor disputes, war, civil unrest, sabotage, fire, explosion, flood, water damage (e.g., from fire suppression systems), or acts of God; (f) circumstances beyond BANK’s reasonable control, including delays by third parties; or (g) the application of any government or funds transfer system rule, guideline, policy or regulation. BANK’s performance of our obligations shall be extended to include the period of time that our (or our third party processor, if any) was delayed or prevented from performing their obligations under the AGREEMENT by reason of any of the above causes.
Section 7.3 No Personal Liability
Neither the COL, nor any other officer or authorized assistant or agent or COL employee shall be personally responsible for any liability arising under this AGREEMENT.
Section 7.4 Insurance Requirements for BANK
At a minimum, BANK shall take out and maintain during the life of this AGREEMENT, insurance coverage as set forth in Exhibit B attached hereto and incorporated by this reference as requested by COL.
Section 7.5 Notices
Any notice required to be given by the terms of this AGREEMENT shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows:
To: City of Livingston
1416 C Street
Livingston, CA 95334
Attn: City Manager
To BANK: Farmers & Merchants Bank of Central California PO Box 3000
Lodi, CA 95241-1902
Attention: Treasury Management
Nothing in this section shall be construed to prohibit communication by more expedient means, such as by telephone, e-mail, or facsimile transmission, to accomplish timely communication. In the event of contract termination, written confirmation of a telephone conversation or an original of a facsimile transmission must be sent by first class mail or commercial carrier, or hand delivered to constitute effective notice.
Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three (3) days after mailing, unless such date is a date on which there is no mail service.
In that event mailing is deemed to occur on the next mail service day.
COL Representative The City Manager or his/her designee (“COL Representative”) shall represent COL’s in all matters pertaining to the Services to be rendered under or pursuant to this AGREEMENT. All requirements of COL pertaining to the Services and materials to be rendered under this AGREEMENT shall be coordinated through the COL Representative.
BANK Representative Treasury Management Officer (“BANK Representative”) familiar with Public Agencies shall represent BANK in all matters pertaining to the Services and materials to be rendered under this AGREEMENT. All requirements of BANK pertaining to the Services or materials to be rendered under this AGREEMENT shall be coordinated through the BANK Representative.
Section 7.6 Cooperation of COL
COL shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Services.
Section 7.7 BANK is Not an Employee of COL
BANK agrees that in undertaking to provide the Services under this AGREEMENT, it shall act as an independent BANK for and on behalf of COL and not as an employee of COL. COL shall not direct the work and means for accomplishment of the Services and work to be performed under this AGREEMENT. Subject to applicable California and Federal law applicable to federally insured depository institutions, COL, however, retains the right to require that work performed by BANK meet specific standards without regard to the manner and means of accomplishment thereof.
Section 7.8 Termination
BANK and COL may terminate this AGREEMENT by giving the other party at least one hundred eighty (180) days written notice. Notwithstanding any such notice of termination, the provisions of this AGREEMENT shall remain in full force and effect as to all transactions, which shall have occurred prior to the effective date of termination. Upon termination, BANK shall be entitled to payment as set forth in the attached Exhibit A to the extent that Services have been performed. Upon termination, BANK shall immediately suspend all Services. However, COL shall assume no liability for costs, expenses or lost profits resulting from Services not completed or for contracts entered into by BANK with third parties in reliance upon this AGREEMENT.
Section 7.9 Confidentiality
BANK agrees to maintain confidentiality of all work and work products produced under this AGREEMENT, except to the extent otherwise required by law or permitted in writing by COL. COL agrees to maintain confidentiality of any documents owned by BANK and clearly marked by BANK as
“Confidential” or “Proprietary”, except to the extent otherwise required by law or permitted in writing by BANK. BANK acknowledges that COL is subject to the California Public Records Act.
Section 7.10 Binding Effect; Successors and Assigns
The provisions of this AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors, administrators, liquidators, receivers, trustees, assignees, custodians, conservators or other similar officials. COL may not assign its rights or delegate its duties under this AGREEMENT without BANK’s consent, and any purported assignment in violation of this provision shall be null and void. With prior notice to the COL, BANK may assign or transfer any or all of BANK’s rights and obligations under the AGREEMENT and COL accounts to any other direct or indirect wholly owned subsidiary of BANK or any other person which acquires all or substantially all of BANK’s local agency deposit or cash management business.
Section 7.11 Captions
The captions of the sections and subsections of this AGREEMENT are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent under this AGREEMENT.
Section 7.12 Integration and Modification
This AGREEMENT, and exhibits hereto, and the supplemental TERMS AND CONDITIONS represents the entire and integrated agreement between COL and BANK and supersedes all prior negotiations, representations or agreements, either written or oral. This document may be amended only by written instrument, signed by both COL and BANK. All provisions of this AGREEMENT are expressly made conditions. With respect to any discrepancies between this AGREEMENT, any exhibits, and TERMS AND CONDITIONS referenced herein or any of BANK's Fee Schedules, this AGREEMENT shall prevail.
Section 7.13 Arbitration
This Arbitration Agreement is entered into between you and Farmers & Merchants Bank of Central California in connection with your Banking Services Agreement and the Terms and Conditions herein.
Your agreement to the terms of this Arbitration Agreement is a material factor in our agreeing to the Banking Services Agreement and the Terms and Conditions, and to opening and maintaining a deposit account for you.
(a) Dispute Resolution by Arbitration
Any and all claims, controversies, or disputes arising out of or related in any way to the Agreement shall be subject to binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (AAA) under the Federal Arbitration Act. This includes, without limitation, (1) all issues concerning the transaction in connection with which this Arbitration Agreement has been executed; (2) initial claims, counterclaims, cross-claims, and third-party claims, whether arising in law or equity, and whether based upon federal, state, or local law; contract; tort; fraud or other intentional tort; constitution, common law, or statute; and (3) any issue as to whether any such claims, controversies, or disputes are subject to arbitration.
(b) Consent to Arbitration
You and we understand and agree that we are choosing arbitration rather than litigation to resolve disputes and that such arbitration shall be the sole and exclusive remedy for resolving any and all claims or disputes covered by this Arbitration Agreement. The decision reached in arbitration shall be final and binding on the parties except as set forth herein.
THEREFORE, YOU AND WE UNDERSTAND THAT BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU
AND WE VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHTS WE HAVE TO A JURY TRIAL AND TO HAVE A COURT RESOLVE ANY DISPUTE UNDER THIS ARBITRATION AGREEMENT.
Section 7.14 Effect of Waiver of Breach or Violation
The waiver by either party or any breach or violation of any term, covenant, or condition of this AGREEMENT or of any provision, ordinance or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or any other term, covenant, condition, ordinance or law. The subsequent acceptance by either party of any fee or other money, which may become due hereunder, shall not be deemed a waiver of any preceding breach or violation by the other party of any term, ordinance or condition of this AGREEMENT or of any applicable law or ordinance.
Section 7.15 Authority
The COL represents and warrants that it has 1) the full power and legal authority to execute, deliver and perform all of its duties and obligations under and pursuant to this AGREEMENT and Terms and Conditions, and 2) has taken all actions and obtained all consents and approvals necessary or desirable to exercise said power and authority to execute, deliver and perform its duties and obligations hereunder and under the AGREEMENT and Terms and Conditions. The undersigned officers and officials have been duly authorized to execute this AGREEMENT and Terms and Conditions on behalf of the relevant party.
Section 7.16 Security Reserve
COL shall maintain a normal security reserve of $50,000.00 for purposes of the offset rights set forth in this paragraph (“Normal Security Reserve”). If COL’s accounts fall below the Normal Security Reserve, COL shall immediately fund the reserve amount with good funds. Bank may withhold and use any amounts due to COL to maintain the Normal Security Reserve amounts. Refer to the Right of Offset Section of the TERMS AND CONDITIONS.
Section 7.17 Relation to Other Agreements
The requirements imposed on COL under this Agreement are cumulative of the requirements imposed on the COL under any other agreements under which the COL has obligations to the Bank. If any conflict arises between the terms of this Agreement and any such other agreement, the terms of this Agreement will prevail except to the extent the conflicting provision in such other agreement is applicable specifically to the subject of that transaction or unless BANK and COL agrees to the contrary in writing which references the inapplicable provisions of this Agreement. This Agreement prevails, to the extent of any inconsistency, over any previous agreement between the parties. This Agreement constitutes the entire and integrated agreement between COL and BANK regarding the matters addressed herein and supersedes all prior negotiations, communications, understandings, and commitments relating to this Agreement, whether written or oral.
IN WITNESS WHEREOF, the COL and BANK have executed this AGREEMENT and Terms and Conditions as of the date first above written.
ATTEST: City of Livingston, a municipal corporation
By: By:
Christopher Lopez Jose A. Moran
Interim City Manager Mayor
Date:_________________________ Date:________________________ ATTEST:
By:
Mucio Vera, Jr.
City Clerk
Date:________________________
APPROVED AS TO FORM:
By:
Roy C. Santos
Aleshire & Wynder/City Attorney
Date:_________________________
FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA
By: By:
Date:______________________ Date:______________________ David Zitterow Kelly Attebery
Executive Vice President SVP/Director of Treasury
Wholesale Banking Treasury Management
Attachments:
Exhibit A – Fee Schedule
Exhibit B – Insurance
EXHIBIT A
FEE SCHEDULE
TREASURY MANAGEMENT SERVICE UNITS
F&M BANK
COST OF
SERVICE
BALANCE & COMPENSATION INFORMATION
Monthly Maintenance % Collected Balance 0.05
GENERAL ACCOUNT & DEPOSITORY SERVICES
Account Maintenance 10.00
Zero Balance Concentration Account 25.00
Sub-Account Monthly Fee 15.00
Deposits/Credits 1.00
Deposited Items 0.09
ACH Debits/Credits 0.09
Debits - Checks Paid 0.16
CD ROM - Image Statements 30.00
TMO - Stop Payments - 6 Mo. Only 20.00
REMOTE DEPOSIT SERVICE
Remote Deposit Service 30.00
Remote Deposit Per Item 0.05
Remote Deposit Per Correction 3.00
Remit Plus Scan able Coupon File 250.00
ACH ORIGINATION SERVICES
ACH Module Fee 10.00
ACH Origination Per Batch 2.50
ACH Origination Per Item 0.15
ACH Additional Company ID's (Per Company ID/Profile) 10.00
WIRE TRANSFER SERVICES
TMO Wire Module 10.00
Outgoing Domestic Wire Manual 35.00
TMO Outgoing Domestic Wire Online 20.00
Incoming Domestic Wire 20.00
Outgoing International Wire Manual 50.00
TMO Outgoing International Wire Online 20.00
Wire Detail Report 20.00
POSITIVE PAY SERVICES
Positive Pay First Account 50.00
Positive Pay Additional Accounts 25.00
Positive Pay Payee Verification Per Account 0.00
Positive Pay Per Item 0.025
Positive Pay Exception Items 1.00
ACH POSITIVE PAY SERVICES
ACH Positive Pay 10.00
ACH Positive Pay Exception Item 1.00
TREASURY MANAGEMENT SERVICE UNITS
F&M BANK
COST OF
SERVICE
ACH Block 10.00
ACH Block Exception Item 1.00
ACH Filter 15.00
EDI Reporting Electronic Data Interchange Services 10.00
CASH SERVICES
Deposited Currency - Per $1 0.0013
Supplied Currency - Per $1 0.0013
Deposited Bag of Coin (Standard) 5.00
Deposit Mixed Bag of Coin (Non-Standard) 8.00
Coin Deposited/Supplied Per Roll 0.12
Coin Wrappers Supplied (40 Assorted Wrappers) HARD
CHARGE 3.00
OVERDRAFT/NSF SERVICES
Non-Sufficient Funds Items Paid or Returned - HARD
CHARGE 32.00
Interest on Negative Collected Balances 9.50%
Interest on Ledger Overdraft Prime rate plus 4%
Returned Items/Chargebacks - HARD CHARGE 10.00
ACCOUNT RECONCILEMENT ARP SERVICES
Full Account Reconcilement 50.00
Partial Reconcilement 40.00
Reconcilement Additional Accounts 10.00
Deposit Reconciliation (Per Account) 30.00
Account Reconcilement Per Item (No Charge if on Pos Pay) 0.0025 Special Reports 25.00
BAI File Transmission Service 75.00
LOCKBOX SERVICES
Monthly Base Wholetail 225.00
Monthly Base Retail 150.00
Per Lockbox Deposit 0.50
Per Item with Image 0.35
Data Capture Per Keystroke (Exception Keying) 0.015
Unprocessable Items/Each 0.35
Matching/Stapling Items Returned to Customer Per Item
Re-association 0.25
Correspondence/Envelopes Returned to Customer Per PKG
Mailed 5.00
Correspondence/Envelopes Returned to Customer By Courier AS QUOTED
SWEEP SERVICES
Two-Way Credit Sweep 100.00
Investment Sweep 100.00
One-Way Sweep 50.00
TREASURY MANAGEMENT SERVICE UNITS
F&M BANK
COST OF
SERVICE
Multi-Sweep 175.00
TREASURY MANAGEMENT ON-LINE SERVICES
Treasury Management On-Line 20.00
TMO Extended Storage > 180 Days (Per account) 11.00
Bill Pay Module (Waived with $10K Average Balance) 9.95 Bill Pay Per Item > 20 Items Per Mo. 0.50
MISCELLANEOUS
Chargeback Items* 10.00
Non-Sufficient Funds Items Paid or Returned* 32.00
Deposit Corrections/each* 5.00
Stop Payments Bank (6 Mo) 30.00
Stop Payments Online (6 months only) 20.00
Cashier's Checks for F&M Customers/each* 8.00
Money Orders for F&M Customers/each* 7.00
Account Closure Fee (Checking/Savings) If account closed within 6 months of opening* 25.00
Check Copy Fee/each* 5.00
Deposit Slips* Prices Vary
Printed Checks Prices Vary
Statement Holds and Undeliverable Mail/each item/per
month* 8.00
Statement Request/each* 7.00
Temporary Checks/10 5.00
Fax Copies/per page* 2.50
Photo Copies/per page* 1.00
Collection Items/Incoming & Outgoing* 30.00
Converting Foreign Currency (plus minimum $20 shipping)* 10.00 Endorsement Guarantee or Signature Guarantee/each 20.00 Foreign Collections In/Out (plus correspondent bank fees)* 50.00 Foreign Drafts (calculated in $100 increments; minimum
charge $25)* 1%
Manual Telephone Transfers/each* 5.00
Medallion Stamp Signature Guarantee/each signature
(available only to established customers and no charge on F&M Bancorp Stock)*
25.00 Non-Customer Cashing an F&M Bank Non-Payroll Business Check/each (no fee for cashing payroll checks drawn on F&M Bank)*
7.00 Non-Customer Cashing an F&M Bank Personal Check/each* 7.00 Notary Service/each signature* 15.00
Notice of Escheatment/each* 2.00
TREASURY MANAGEMENT SERVICE UNITS
F&M BANK
COST OF
SERVICE
Signature Validation/each (excludes F&M Bancorp stock and available only to established clients)* 25.00
Special/Additional Services AS QUOTED
Safe Deposit Boxes* AS QUOTED
*All fees noted with an "asterisk*" are Hard Charges
Pricing is valid for the initial term of the contract. Pricing in subsequent years shall be negotiated.
EXHIBIT B
INSURANCE
BANK intends to meet all the insurance requirements of the COL’s RFP. BANK offers the following provisions.
BANK shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to COL as may be required by COL. The policies, endorsements or certificates of insurance shall provide that thirty (30) days prior to the effective date of any termination, cancellation or material change in the policy or endorsement, the insurer shall give notice of same to COL by registered mail, return receipt requested.
BANK shall maintain:
Workers’ Compensation: Workers’ Compensation coverage as may be required by California law, plus employer’s liability coverage with a minimum limit of liability of $1,000,000.
General Liability: General liability insurance with a minimum limit of liability of $2,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to:
premises and operations; broad form contractual; independent consultants and subcontractors’; and products and completed operations, as applicable.
Automobile Liability: For automobiles owned by BANK, minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage.
Banker’s Professional Liability: Banker’s professional liability insurance with a minimum limit of $5,000,000 per claim and policy aggregate. If coverage is on a claims made basis, coverage shall be maintained for at least three (3) years following completion of the work.
Fidelity Bond: Financial Institution’s Fidelity Bond with a minimum of $10,000,000, including coverage for fidelity and crime.
Failure of Proof of Coverage: If at any time any of the policies shall be unsatisfactory to COL, as to form or substance, or if a company issuing such policy shall be unsatisfactory to COL, BANK shall promptly obtain a new policy, submit same to COL for approval and submit a certificate of insurance as above provided. Upon failure of BANK to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of COL, may be forthwith declared suspended or terminated.
Failure of BANK to obtain and/or maintain any required insurance shall not relieve BANK from any liability under this AGREEMENT, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of BANK concerning indemnification.
Additional Insured; Subrogation: COL, and its agents, officers, employees, and volunteers shall be named as additional insured on all insurance policies required in this AGREEMENT, except Workers’ Compensation insurance, Bankers’ Professional Liability insurance and Financial Institution’s Fidelity Bond. The Workers’ Compensation insurer shall agree to waive all rights of subrogation against COL, it agents, officers, employees and volunteers for losses arising from work performed by BANK for COL.
BANK’S insurance policy(ies) shall include a provision that the coverage is primary as respects COL; shall
include no special limitations to coverage to additional insured; and, shall be placed with insurer(s) with acceptable Best’s rating of A:VII or with approval of COL. The BANK must deliver certificates evidencing existence of the insurance to COL prior to the time the AGREEMENT is signed.
BANK will provide COL with a separate endorsement evidencing proof of COL’s additional insured status required in this AGREEMENT (both general and automobile liability), as well as a separate endorsement for the Workers’ Compensation insurer’s waiver of all subrogation rights as stated above. Every endorsement shall identify the policy number.
For any claims related to the Services, the BANK’S insurance coverage shall be primary insurance as respects the COL, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the COL, its officers, officials, employees and volunteers shall be excess of the BANK’S insurance and shall not contribute with it.
Adjustments: COL may from time to time adjust the amount of insurance required under this AGREEMENT. BANK will evidence of the adjusted insurance amounts within thirty (30) days written notice from COL of the adjustments.
Available Insurance: Notwithstanding anything to the contrary in this Exhibit B (Insurance), the COL acknowledges and agrees that due to the nature of the banking relationship contemplated between the parties and/or changes in the insurance markets in the future, certain of the requirements set forth in Exhibit B may not be commercially available, may become commercially unavailable or even if available, the premiums, fees or other costs to the BANK may be prohibitively expensive. Under these circumstances, after appropriate due diligence to determine commercially reasonable alternatives, the BANK will in good faith attempt to secure alternative coverage and terms that are satisfactory under the circumstances and the parties agree in good faith to modify the insurance requirements under this AGREEMENT in a commercially reasonable manner.
e Cityof
Livingston
California
OFFICE OF THE CITY MANAGER
TO:
FROM:
DATE:
RE:
Honorable Mayor and City Council
Christopher R. Lopez, Interim City Manager
September 25, 2023
Banking Services Discussion
At the May 15, 2023 City Council meeting, the City Council directed staff to cancel the current agreement with F&M Bank for banking services. City staff was also directed to issue a Request for Proposals (RFP} for banking services. Responses were received from Bank of the West, F&M Bank and Westamerica Bank.
The elected City Treasurer, Senior Accountant, and an additional member of the Finance Department reviewed the proposals and ranked the proposals. The proposals were ranked with the following criteria:
1. Conformity to RFP Specifications
2. Responsiveness to RFP
3. Comprehensiveness of Services Provided
4. Related Experience
5. Account Analysis
6. Conversion Plan
7. Charges for Services
8. Service Enhancements
9. Other Factors - Interview
At the September 19, 2023 Council Meeting, the Mayor and City Council discussed the banking services RFP results with Councilmember JT Mann recusing himself from the discussion. The Council was unable to select a banking services provider due to a 2-2 tie resulting in no Council action.
Without a banking services provider in place before November 11, 2023, the date in which services will cease with our existing bank, the City will experience the following:
1. Deposits could not be accepted because there would not be a depository for them
2. No vendors could be paid
3. Employees could not be paid
4. Funds held at LAIF could not be withdrawn because there would be no place to deposit them
5. No new purchases could be made because there would be no way to pay for them
6. Services might be suspended/stopped if nothing can be paid for
7. No payments could be made for emergency repairs to any of the City's infrastructure
8. If the State determined this had happened they would more than likely appoint a receiver to handle all banking activity
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While staff was not asked about the scoring criteria, we have provided additional detail and differences between proposals for the Council. The biggest differences between the banks relates to charges for services, minimum deposit requirements, and pricing guarantee. ll
Description Bank of the F & M Bank Westamerica
West
Pricing guarantee 5 Years 5 Years 3 Years
Required average None None $2,000,000
minimum deposit
Earnings Credit Rate 1.50% .55% .30%
Charges based on $806.43 $947.07 $1,114.45
April 2023 activity
Lost interest based on
Local Agency
Investment Fund None None $72,600 annually
(LAIF) because of
required minimum
deposit - Rate at
9/20/2023 - 3.63%
Westamerica scored the lowest on this criteria because of only a 3 year guarantee of fees, highest required average minimum deposit, lowest earnings credit rate, highest charges based on April 2023 activity and loss of interest to the City. In other words, the decision to move to Westamerica bank would result in a $72,600 loss to the City based on rates at 9/20/2023.
Additionally, Although Community Reinvestment Act ratings were not part of the evaluation criteria, in the past, there has been an interest, so this has been added for your information.
1. Community Reinvestment Act {CRA) -This act was adopted in 1977 and requires the Federal Reserve and other federal banking regulators to encourage financial institutions to help meet the credit needs of the communities in which they do business, including low - and moderate income (LMI} neighborhoods.
The CRA regulations provide five evaluation methods. Three are based on a bank's size, one is based on a bank's business strategy, and one is an option that any bank can take advantage of, regardless of size or business strategy.
Because the bank's being considered are large banks, $1.252 billion in assets or greater, the evaluation criteria the CRA uses is a lending test, investment test and service test.
The lending evaluation considers number and amount of loans in the institution's assessment area, the geographic distribution of loans, including LMI areas, record of lending/lending related activity to borrowers of different income levels and/or businesses and farms of different sizes, community development loans and innovative or flexible lending practices to address the needs of LMI individuals or geographies consistent with safe and sound banking.
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The Investment evaluation considers the dollar amount of qualified community development investments, innovativeness and complexity of qualified investments and responsiveness of qualified investments to credit and community development needs.
The Service evaluation considers the geographic distribution of retail bank branches, the record of opening and closing retail bank branches, particularly those that serve the LMI geographies and individuals, the availability and effectiveness of alternative systems for delivering retail and banking services in LMI geographies and to LMI individuals, range of retail banking services in each geography, classification, extent of community development services provided and innovativeness and responsiveness of community development services.
F & M Bank was last reviewed August 15, 2022 and their overall rating was OUTSTANDING The Lending Test was rated Outstanding.
• Lending levels reflect excellent responsiveness to Assessment Area (AA) credit needs. • The institution makes a substantial majority of loans in the AAs. • The geographic distribution of loans reflects adequate penetration throughout the AAs. • The distribution of borrowers reflects good penetration among retail customers of different income levels and businesses and farms of different revenue sizes, given the product lines offered by the institution.
• The institution exhibits a good record of serving the credit needs of the most economically disadvantaged individuals of its AAs, low-income individuals, and very small businesses, consistent with safe and sound banking practices.
• The institution makes extensive use of innovative and flexible lending practices in order to serve AA credit needs.
• The institution is a leader in making community development (CD) loans.
The Investment Test was rated Outstanding.
• The institution has an excellent level of qualified CD investments and grants, often in a leadership position, particularly those that are not routinely provided by private investors. • The institution exhibits good responsiveness to credit and CD needs. • The institution makes significant use of innovative and complex qualified investments to support CD initiatives.
The Service Test was rated Outstanding.
• Delivery systems are reasonably accessible to essentially all portions of the institution's AAs. • To the extent changes have been made, the institution's record of opening and closing branches has not adversely affected the accessibility of its delivery systems, particularly to LMI geographies and individuals.
• Services, including business hours, do not vary in a way that inconveniences certain portions of the AA, particularly LMI individuals and geographies.
• The institution is a leader in providing CD services.
Westamerica Bank was last reviewed January 10, 2010 and their overall rating was SATISFACTORY The Lending Test was rated High Satisfactory.
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• Lending levels reflect adequate responsiveness to AA credit needs. • A substantial majority of loans were made in the institution's AAs. • The distribution of borrowers reflects, given the product lines offered by the institution, good penetration among business customers of different revenue sizes and retail customers of different income levels.
• The geographic distribution of loans reflects adequate penetration throughout the AAs. • The institution has made a relatively high level of community development (CD) loans. • The institution uses innovative and/or flexible lending practices in order to serve AA credit needs.
• The institution exhibits a good record of serving the credit needs of the most economically disadvantaged areas of its AAs, low-income individuals, and/or very small businesses, consistent with safe and sound banking practices.
The Investment Test was rated High Satisfactory.
• The institution has a significant level of qualified CD investments and grants, occasionally in a leadership position, particularly those that are not routinely provided by private investors. • The institution exhibits good responsiveness to credit and community economic development needs.
• The institution occasionally uses innovative and/or complex investments to support CD initiatives.
The Service Test was rated High Satisfactory.
• Delivery systems are accessible to essentially all portions of the institution's AAs. • To the extent that changes have been made, the institution's record of opening and closing branches has improved the accessibility of its delivery systems, particularly in LMI geographies and/or to LMI individuals.
• Services and business hours are tailored to the convenience and needs of the AAs, particularly LMI geographies and/or individuals.
• The institution provides an adequate level of CD services.
FUNDS STAY LOCAL
There is always an interest that funds from within the community, if deposited in a local bank, will stay local and support the community.
The reality is that maybe some funds stay within the community but in reviewing banks audited financial statements or SEC filings, many investments, using deposits, are made in other states, other countries and with the federal government.
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