Agenda packet — Palo Alto City Council, June 17, 2024 (part 2 of 7)

ATTACHMENT B
APPROVAL NO. 2024-____
RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE APPROVAL FOR 271 UNIVERSITY AVE:

HISTORIC RESOURCES INVENTORY CATEGORY 3 TO CATEGORY 2 UPGRADE (24PLN-00039) On June 17, 2024, the Council held a duly noticed public hearing and, after considering all of the evidence presented, approved the property owner’s request to reclassify the commercial building at 271 University Avenue, currently a Local Category 3 Historic Resource. The Council approved the Historic Resources Board (HRB) recommendation to an upgraded level, Category 2 Historic Resource on the City of Palo Alto Historic Resources Inventory. In approving the application, the Council make the following findings, determination, and declarations:

SECTION 1. Background.

A.On February 7, 2024, the property owner contacted staff to request a reclassification of a one-story commercial building designed by Carl I. Warnecke of Miller & Warnecke in the Art Deco style completed in 1930 from a ‘Contributing Building’ Category 3 resource to a ‘Major Building’ Category 2 resource on the Palo Alto Historic Inventory. With the owner’s request and funding, staff obtained a historic resource evaluation from the City’s consultant, Page & Turnbull, including an integrity evaluation to understand building’s eligibility for a classification upgrade. The historic resource evaluation supports a classification upgrade to a Category 2 historic resource. The consultant describes the building’s eligibility in a report dated November 1, 2023, noting its eligibility under local criteria 2, 5, and 6.
•Criterion 2 (The structure or is particularly representative of an architectural style or way of life important to the city, state or nation)
271 University Avenue is an excellent and rare commercial example of the Art Deco style in Palo Alto. The defining style of Palo Alto throughout its commercial and residential areas is by far the Spanish Colonial Revival (also called Spanish Eclectic or Mediterranean Revival), as well as other predominant styles, including Queen Anne, Craftsman, and Midcentury Modern. Overall, there are only a handful of buildings built in the Art Deco style in the area, the most notable being the Hoover Pavilion at Stanford University and a few others that would be considered Streamline or “Nautical” Moderne style. Research uncovered no other commercial buildings in Palo Alto designed in the Art Deco style specifically with Zig-Zag Moderne characteristics, which include zigzags and chevron motifs, molded ornamentation, decorative parapets and cornice, and metal window hardware. 271 University Avenue is an important extant example of commercial Art Deco with Zig-Zag Moderne characteristics that retains its character-defining features such as original metal casement windows, stepped parapet walls, molded chevron cornice and floral medallion ornamentation, reeded pilasters, and zigzag structural motifs. Despite alterations to the storefront system, the building has retained the majority of its original Art Deco characteristics and has been a stately and elegant presence on University Avenue for nearly the last century. •Criterion 5 (The architect or building was important)
Carl I. Warnecke is an architect of merit who contributed a rich legacy to the architectural field, and specifically to the East Bay where he predominantly worked in Oakland and Piedmont through the partnership of Miller and Warnecke. Throughout his career and partnership, Warnecke designed largely in the Tudor Revival style, and was also known mostly for his residential and later civic and Item 8
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institutional designs. Research uncovered no other examples of buildings by Warneke located in Palo Alto, regionally in the South Bay, or overall designed in the Art Deco style. The subject building is therefore important as both a rare example of work by Carl I. Warnecke locally and regionally in Palo Alto and the South Bay, and also stylistically as a unique variation of the commercial Art Deco Zig-Zag Moderne style.
•Criterion 6 (The structure or site contains elements demonstrating outstanding attention to architectural design, detail, materials or craftsmanship) The primary façade of the subject building features excellent examples of Art Deco ornamentation that is not only unique within the architectural context of Palo Alto, but also showcases the high level of craftsmanship and architectural design implemented by architect of merit Carl I. Warnecke.

Elements of the façade that meet the definition of Criterion 6 include the stepped parapet walls, the molded chevron cornice and floral medallion ornamentation, reeded pilasters, and zigzag structural motifs.

B.On April 11, 2024, the HRB received a staff report (ID #2403-2767), conducted a public hearing, and concurred with the consultant’s evaluation regarding the building’s eligibility for category upgrade from the current local historic inventory Category 3 to Category 2.

SECTION 2. Environmental Review. The project is exempt from the provisions of the California Environmental Quality Act (CEQA), as it is not a project under CEQA Guidelines per Section 21065.

SECTION 3. Designation Findings.

A. The following criteria, as specified in Municipal Code Section 16.49.040 (b), shall be used as criteria for designating historic structures/sites to the historic inventory:

1.The structure or site is identified with the lives of historic people or with important events in the city, state or nation;

2.The structure or site is particularly representative of an architectural style or way of life important to the city, state or nation;

3.The structure or site is an example of a type of building which was once common, but is now rare;

4.The structure or site is connected with a business or use which was once common, but is now rare;

5.The architect or building was important;

6.The structure or site contains elements demonstrating outstanding attention to architectural design, detail, materials or craftsmanship.

The building at 271 University Avenue met many of the above criteria when it was first listed on Palo Alto’s Historic Resource Inventory in 1983. With the historic assessment in 2023, the building’s status as a historic resource has remained per Page & Turnbull’s conclusion.

B. The definition of Category 2 in Municipal Code Section 16.49.020 (b) must be met to allow the upgrade to the structure’s category designation:

Category 2 Definition: "Major building" means any building or group of buildings of major regional importance, meritorious works of the best architects or an outstanding example of an architectural style or the stylistic development of architecture in the state or region. A major building may have Item 8
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some exterior modifications, but the original character is retained. The applicant requested and the consultant found Category 2 appropriate for this building.

Page & Turnbull historic consultant supported applicant’s request. The City’s consultant found the building at 271 University Avenue meets the Palo Alto Inventory Category 2 Definition. The integrity evaluation found that the building at 271 University Avenue retains all seven aspects of integrity (location, setting, design, materials, workmanship, feeling, and association).

The minor exterior modifications cited in the consultant’s report have not caused the building to lose its original character.

National Register of Historic Places and California Register of Historical Resources listing: 271 University Avenue is currently listed in the City of Palo Alto Historic Inventory as a Category 3: “Contributing Building.” It was surveyed for the Historic Resources Inventory in 1978 and added to the local register in 1979 when the Palo Alto Historic Inventory was first adopted by the City Council.

SECTION 4. Category Upgrade Approved. The City Council approves the property owner’s request for re-classification of 271 University Avenue to a Category 2 historic resource on the City’s Historic Resources Inventory.

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST: APPROVED:
_________________________ ____________________________
City Clerk Director of Planning and
Development Services
APPROVED AS TO FORM:
___________________________
Deputy City Attorney
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Attachment C
Direct Link to Project Webpage:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current- Planning/Projects/271-University-Avenue
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 17, 2024
Report #:2404-2922
TITLE
Approval of Construction Contract C24190748 with Ross Recreation Equipment Company Inc. in the Amount of $305,600 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $30,600 for the Ramos Park Improvements, Capital Improvement Program Project PG-14000; CEQA Status—Exempt Under CEQA Guidelines Section 15301

RECOMMENDATION
Staff recommends that Council:

1. Approve and authorize the City Manager or their designee to execute Contract No.

C24190748 with Ross Recreation Equipment, Inc. in an amount not to exceed $305,600 for the purchase and installation of a playground for Ramos Park Improvements Capital Improvement Program project (PG-14000); and

2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with Ross Recreation for related additional but unforeseen work which may develop during the project, the total value of which shall not exceed $30,600.

BACKGROUND
In 2014, Council approved capital improvement program funding to address Ramos Park playground renovation and maintenance needs as part of the Fiscal Year 2015 Capital Budget.

The renovation includes infrastructure, accessibility, and maintenance improvements. The City engaged the community in a series of community and Parks and Recreation Commission (PRC) meetings to review the proposed renovation and maintenance work.

The playground equipment at Ramos Park is over 20 years old. Due to its age, the equipment replacement parts are difficult to find if it all; for this reason, playgrounds over the age of 15 are scheduled to be replaced. As part of the project, community outreach was performed providing opportunity for input. The playground replacement includes all equipment and surfacing.

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Community Outreach Process
The first community meeting was held on January 29, 2020 to capture input from the community regarding the proposed park renovations. The community was asked to provide input using a series of sticker boards, and stickers were used to identify a desired restroom location and to answer questions regarding the desire to have a restroom, use of the playground and of the concrete court area. An on-line community survey was created that collected input regarding the playground and park renovation. A total of 198 community members provided survey input.

A PRC meeting was held on February 25, 20201 to review the proposed renovations. A second community meeting was held on August 13, 20202. On December 15, 2020, the PRC voted unanimously to recommend Council approval of the Park Improvement Ordinance (PIO) for Ramos Park. Council adopted the PIO on March 8, 20213, with a second reading occurring on March 22, 20214. All materials presented to the community and the PRC can be viewed on the project web site at www.cityofpaloalto.org/ramospark.

ANALYSIS
Staff recommends approval of Contract No. C241907485 for the purchase and installation of the playground at Ramos Park. Staff has reviewed the City of Cupertino’s contract terms and pricing for a similar project with this contractor and determined, per Palo Alto Municipal Code

2.30.360(k), that the use of another governmental or public agency’s contract or substantially the same contract terms meets the threshold required by the municipal code.

The Ramos Park Improvements project was initially bid in 2023 for the same playground renovations project scope. The low bid was approximately $50,000 more than the budget and so the City exercised its right to reject all bids. After rejecting all bids, staff started exploring other options for renovating playgrounds, which led to the discovery of the recommended Cupertino Agreement. The City typically renovates one existing park playground every year.

Based on this yearly cycle, staff is consistently updated on costs of playground renovation 1 Parks and Recreation Commission, February 25, 2020,
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/agendas-minutes/parks-and- recreation-commission/agendas-minutes/2020-agenda-and-minutes/ramos-park-staff-report-022520-da-edits.pdf 2 Parks and Recreation Commission, August 13, 2020,
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/agendas-minutes/parks-and- recreation-commission/agendas-minutes/2020-agenda-and-minutes/august-25-2020-parks-and-recreation- commission-agenda-item-3-ramos-project-update.pdf
3 City Council, March 8, 2021; Agenda Item #5; SR #11976, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-11976.pdf
4 City Council, March 22, 2021; Agenda Item #6; SR #12103, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-12103-[80601].pdf
5 Ross Recreation Construction Contract C24190748;
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projects and has confirmed the Cupertino pricing is cost competitive, and is better than pricing received during the prior solicitation.

The construction contract includes a not-to-exceed cost of $305,560. A construction contingency amount of $30,556, which equals 10 percent of the contract value, is requested for related, additional, but unforeseen work which may develop during the project, to be implemented via City-approved Change Order. Staff anticipates approximately 2-3 months to fabricate the playground equipment, with installation later this fall.

FISCAL/RESOURCE IMPACT
Funding for this contract is available in the Fiscal Year 2024 Capital Improvement Program Ramos Park Improvements project (PG-14000).

STAKEHOLDER ENGAGEMENT
Extensive stakeholder engagement has been completed in developing the proposed project improvement plan, including the several community and public meetings described in this report.

ENVIRONMENTAL REVIEW
The proposed Ramos Park Improvement project is categorically exempt from the California Environmental Quality Act (CEQA) under Title 14 California Code of Regulations Section 15301 (Existing Facilities).

APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 17, 2024
Report #:2405-2999
TITLE
QUASI-JUDICIAL. 420 Acacia: Final Map and Street Naming [24PLN-00027]: Request for a Final Map to Subdivide a 35,573 Square Foot Parcel Having Split Zoning Designations (R-1 and RM- 30) for Condominium Purposes (16 Residential Units). Environmental Assessment: Exempt from the Provisions of the California Environmental Quality Act in Accordance with CEQA Guidelines Section 15332 (In-fill Development).

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the final subdivision map, which follows the approved Vesting Tentative Map, for the previously approved residential project at 420 Acacia Avenue pursuant to Palo Alto Municipal Code Section 21.16 and the Subdivision Map Act.

2. Approve the street names Koa Court and Acacia Lane recommended by the Palo Alto Historical Association for the two new private streets.

BACKGROUND
On March 8, 2023, Acacia El Camino Investors, LLC filed a Vesting Tentative Map application [23PLN-00059] concurrently with a Streamlined Housing Development review application [23PLN-00058]. In accordance with the Vesting Tentative Map Code Sections 21.13, the map application was deferred until all other entitlements were approved. The associated entitlements for the proposed improvements were approved on December 6, 2023, following a study session with the Architectural Review Board on October 5, 2023.

On January 30, 2024, Acacia El Camino Investors, LLC filed a Final Map application. The Final Map application is the second of a two-phased process to subdivide the existing 35,573 square foot (0.8 acre) parcel into sixteen (16) condominium lots and associated private streets. The Final Map is the official, legal document that is recorded with the County that establishes the property lines, streets, and easements within the subdivision. The Final Map must be prepared under the direction of a registered civil engineer or a licensed land surveyor and be based on a survey. Approval of a Final Map is ministerial if the Final Map is in substantive compliance with the approved Vesting Tentative map and the subdivider has satisfied the conditions of approval Item 10
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attached to the tentative map. While many cities delegate approval of the Final Map to the City Engineer, under PAMC Section 21.16.240, the City Council is responsible for the approval.

The condominium lots would each be developed with two- or three-story buildings for a total of 16 multi-family units within the approved 35,354 sf development. To finalize the subdivision of the condominium units, the Applicant must also apply to the California Bureau of Real Estate.

The condominium units would be accessed from two new private streets off of Acacia Avenue.

ANALYSIS
The Final Map is the document containing the statements, acknowledgements, and agreements from the property owner, surveyor, City officials and beneficiaries that the Final Map is in conformance with all applicable regulations and the approved Vesting Tentative Map. There are no policy implications related to the approval of the Final Map, since the map is consistent with the approved Vesting Tentative Map.

The proposed condominium subdivision includes private streets for vehicular access to the units. In accordance with City’s Street Naming policy (resolution 5739), the Palo Alto Street Naming Committee selected, and the Palo Alto Historical Association board voted on proposed street names for the new private streets. The proposed street names for the project site are Koa Court and Acacia Lane. These are then forwarded to Council for its approval.

These proposed street names related to acacia, one of the very common species in Australia and other locales. Other names considered included Wattle Court and Acacia Court.

FISCAL/RESOURCE IMPACT
There are no fiscal impacts related to the recommended action; development impacts fees of $1,093,305 as well as the applicable public art in-lieu fees that will be collected.

STAKEHOLDER ENGAGEMENT
No additional outreach provided beyond agenda noticing and prior public meetings.

ENVIRONMENTAL REVIEW
The proposed action is ministerial and CEQA does not apply. The was previously evaluated in accordance with the California Environmental Quality Act and found to be exempt.

ATTACHMENTS
Attachment A: Record of Land Use Action for 420 Acacia Final Map Attachment B: Record of Land Use Action for the Vesting Tentative Map Attachment C: Project Plans & Environmental Documents
APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 10
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2 ACTION NO. 2024-___

RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 420 ACACIA AVENUE: FINAL MAP, 24PLN-00027
At its meeting on _________, 2024 the City Council of the City of Palo Alto (“City Council”) approved the Final Map for the development of a one-lot subdivision to create 16 residential condominium units, including a density bonus waiver from street width requirements making the following, findings, determination and declarations:

SECTION 1. Background.

A. On March 8, 2023, Dividend Homes applied for a Vesting Tentative Map for the development of a one (1) parcel, 16-unit condominium subdivision project, including a density bonus waiver from street width requirements to permit a 22-foot wide private street. (“The Project”).

B. The project site is comprised of one existing lot (APN No. 132-38-042) of approximately 35,573 square feet. The site contains an existing paved surface level parking lot.

Single family residential uses abut the site to the north. Commercial land uses are located adjacent to the lot to the east and south. A five-story 129-unit affordable housing project has been approved to the west, replacing a surface level parking lot along El Camino Real.

C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on December 13, 2023, subject to conditions of approval.

D. On January 22, 2024 the City Council held a duly noticed public hearing, at which evidence was considered and all persons were afforded an opportunity to be heard in accordance with the City Council’s policies and procedures and approved the Vesting Tentative Map for the development of a one-lot subdivision to create 16 residential condominium units, including a density bonus waiver from street width requirements.

SECTION 2. Environmental Review. The City, as the lead agency for the Project, has determined that the project is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guideline section 15332, which provides an exemption for infill development projects. Documentation to support the exemption is available as part of the public record on file with the Planning and Development Services Division.

SECTION 3. Final Map Approved. The City Council finds that the Final Map conforms with the previously approved Vesting Tentative Map (RLUA 2024-02) and all requirements of the Subdivision Map Act and Title 21 of the Palo Alto Municipal Code. The City Council further finds that that the conditions of approval of the Vesting Tentative Map have been met in accordance with PAMC Section 21.16.010[c]. Accordingly, the Final Map is approved.

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2 INTRODUCED: June 17, 2024
PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST: APPROVED:
_________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM:
___________________________ ___________________________ Assistant City Attorney Director of Planning and
Development Services
PLANS AND DRAWINGS REFERENCED:

Those plans prepared by BKF Engineers titled “Tract No. 10630 Acacia Townhomes being a Single Lot Condominium Development consisting of 16 Residential Condominium Units,” consisting of four pages, dated May 2024 and submitted May 28, 2024.

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1 ACTION NO. 2024-02

RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 420 ACACIA AVENUE: VESTING TENTATIVE MAP, 23PLN-00059

At its meeting on January 22, 2024, the City Council of the City of Palo Alto (“City Council”) approved the Vesting Tentative Map for the development of a one-lot subdivision to create 16 residential condominium units, including a density bonus waiver from street width requirements making the following findings, determinations and declarations:

SECTION 1. Background.

B. The project site is comprised of one existing lot (APN No. 132-38-042) of approximately 35,573 square feet. The site contains an existing paved surface level parking lot.

C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on December 13, 2023, subject to conditions of approval.

SECTION 2. Environmental Review. The City, as the lead agency for the Project, has determined that the project is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guideline section 15132, which provides an exemption for infill development projects. Documentation to support the exemption is available as part of the public record on file with the Planning and Development Services Division.

SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons:

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2 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451:

The site is consistent with the Comprehensive Plan as described below.

2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans:

There is no adopted specific plan for this project site. The proposed vesting tentative map and related improvements is consistent with the Comprehensive Plan in that it facilitates housing development on a site designated for multi-family use and in a transit-oriented location within the urban services area, consistent with Goal 2 of the Housing Element and Goal L1.2 of the Land Use Element. The proposed density (20 DU/AC) is consistent with the allowable density (16 to 30 DU/AC) in the multi-family land use designation as outlined in the Land Use Element.

The project replaces paved surface level parking with housing in a transit-oriented area and improves the city’s jobs housing imbalance consistent with the Transportation Element’s goals and policies to reduce vehicle miles traveled.

3. That the site is not physically suitable for the type of development:

The Project site is suitable for multi-family residential development in that it’s located within the multi-family zone district on a site designated on the City’s Land Use Map for multi-family use. The existing parcel meets the minimum code requirements for the RM-30 zone district with respect to lot area, width and depth. The parcel would not change with approval of this condominium subdivision. The proposed number of condominium units complies with the applicable densities set forth in the land use element and zone district.

4. That the site is not physically suitable for the proposed density of development:

The project would create a total of sixteen multi-family residential units which is 20 dwelling units (DU) per acre. This density complies with the maximum allowable residential density as calculated for the total site area (30 DU/acre = 24 DU). Building, Palo Alto Fire Department, Planning, Transportation, and Public Works Engineering have reviewed the requested density bonus waiver to permit a 22-foot street width to ensure that all necessary requirements for safety, including but not limited to, fire safety and traffic safety (e.g. curb cut location, back-up space, turning radius, etc.) have been met.

5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat:

The project is located within the built environment that does not contain quality habitat for fish or other wildlife on the site or within the vicinity of the site. The nearest stream is approximately 700 feet south east from the project site. The adopted Palo Alto 2030 DocuSign Envelope ID: 58210381-9471-4EDE-91F8-3B71C9303BA9 Item 10
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3 Comprehensive Plan includes Map N-1, which identified sensitive animal and plant species within the Palo Alto quadrangle, a large geographic area that includes the urban portions along the bay and within the foothills, based on information in the California natural Diversity Database (CNDDB). Based on this map, and the urban nature of the site, the subject property does not contain any habitat for endangered, rare, or threatened species and has not historically supported any of these species.

6. That the design of the subdivision or type of improvements is likely to cause serious public health problems:

The subdivision of this parcel and associated improvements would not have the potential to result in serious health problems. The proposed multi-family use would not include use or storage of hazardous materials and the use is located within the urban environment adjacent to other residential uses. The site is not located on a hazardous waste site pursuant to government code 65962.5.

7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision.

There are no public access easements over the property currently. Therefore, the design of the subdivision will not conflict with any public easements for access through, or use of, the property. An existing shared private access easement with the neighboring property to the east is maintained. New public utility easements will be provided to existing and proposed electrical utilities as part of this subdivision map as required in accordance with City of Palo Alto Utilities standards.

SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 6 of this Record of Land Use Action.

SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by BKF Engineers titled “Vesting Tentative Map Acacia Avenue at El Camino Real For Condominium Purposes City of Palo Alto, California,” consisting of seven (7) pages, stamped as received November 16, 2023, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Development Services, Current DocuSign Envelope ID: 58210381-9471-4EDE-91F8-3B71C9303BA9 Item 10
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4 Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]).

SECTION 6. Conditions of Approval.

Planning

1. PROJECT PLANS. The Vesting Tentative Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map titled “Vesting Tentative Map Acacia Avenue at El Camino Real for Condominium Purposes, City of Palo Alto, California”, prepared by BKF Engineers and submitted November 16, 2023, except as modified to incorporate the conditions of this approval.

2. DENSITY BONUS UNITS. The project seeks a waiver of the minimum street width requirements to permit a 22-foot wide private street. In order to qualify for a waiver from this development standard the project shall provide a minimum of two (2) dwelling units at rates affordable to moderate-income households, as defined in Section 50093 of the Health and Safety Code.

3. FINAL MAP COVER PAGE. At such time as the Final Map is filed, the cover page shall include the name and title of the Director of Planning and Development Services.

4. STANDARD CC&R REQUIREMENTS. Section 16.38 of Palo Alto’s Municipal Code provides that all condominium and other “community housing projects” shall submit Covenants, Conditions and Restrictions (CC&R’s) to the City Attorney for approval before issuance of the Final Map. The City Attorney has developed the following standard covenants which shall be included in all CC&R’s.

a. PROPERTY SHALL COMPLY WITH CITY ZONING ORDINANCES. The property, including all common areas, private streets and, parks within the property, shall at all times comply with the City’s Zoning Code and shall not be used for any purpose other than as permitted in the City Zoning Code.

b. MODIFICATIONS TO PROPERTY. Any alterations, modifications, or other improvements to the property shall comply with all applicable City Codes.

c. MAINTENANACE AND LANDSCAPING OF COMMON AREAS. The Association is responsible for maintenance and landscaping of all parts of the community housing project which are held in common and such maintenance shall be performed to the standard of maintenance prevalent in the neighborhood. (See PAMC Section 16.38.030(a)).

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5 d. TERMINATION OF MANAGER OR MAINTENANCE CONTRACTS. The association may terminate the contract of any person or organization engaged by the developer to perform management or maintenance duties three months after the association assumes control of the community housing project or any time thereafter. (See PAMC Section 16.38.030(b).)

e. PROTECTION OF STORM WATER FACILITIES. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall alter or modify any storm water facilities in any way including but not limited to placing, maintaining, constructing, or planting any improvements, landscaping or other items, including without limitation decks, stairs, walls, irrigation systems, trees, or any vegetation on any storm water facilities.

f. TRASH DISPOSAL AND RECYCLING AREAS SHALL COMPLY WITH CITY ORDINANCES. All trash disposal and recycling areas shall be kept in a clean and sanitary condition and shall comply with all applicable City Ordinances.

g. PROHIBITION AGAINST AIR AND WATER POLLUTION. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall use the property in any way which emits pollution into the atmosphere in excess of environmental standards set forth by City, State, and Federal laws, ordinances, and regulations. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall discharge garbage, trash, waste, or any other substance or materials of any kind into any private or public sewer or waterway on the property in violation of any regulations of any private or public body having jurisdiction over such matters.

h. AMENDMENTS TO ORGANIZATION DOCUMENTS REQUIRE CITY APPROVAL.

Any amendments or modifications to the organizational documents shall be submitted to the city attorney for approval. No amendment or modification to the organizational documents shall be effective without prior written consent of the city attorney.

i. CITY’S RIGHT TO ENFORCE COVENANTS AND RESTRICTIONS. The City is hereby granted the right, but in no event the duty, to enforce the covenants and restrictions set forth in this section of the organizational documents. The association shall recognize that it has the primary responsibility for enforcement of the organizational documents and unequivocally guarantees to institute and expeditiously prosecute any required legal action to obtain compliance with all provisions set forth in the organizational documents.

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6 j. NO WAIVER OF CITY’S RIGHTS. No failure of the City to enforce any of the covenants or restrictions contained in the organizational documents will in any event render them ineffective.

k. CITY’S REMEDIES TO CURE A BREACH OR VIOLATION. Remedies available to the City to cure any breach or violation of the organizational documents shall be cumulative to any other provisions of law. The City’s failure to exercise any remedy provided for in the organizational documents shall not, under any circumstances, be construed as a waiver of the remedy.

l. SEVERABILITY. Invalidation of any one of the City’s required covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.

5. ADDITIONAL CC&R REQUIREMENT. The CC&Rs shall also include a provision that dictates the responsibilities of tenants and maintenance staff for the trash pickup for the townhomes as shown in the approved plan set.

6. FINAL MAP EXPIRATION. A Final Map, in conformance with the approved Vesting Tentative Map, all requirements of the Subdivision Ordinance (PAMC Section 21.16), and to the satisfaction of the City of Palo Alto and its representatives, shall be filed with the Planning Division and the Public Works Engineering Division within two years of the Vesting Tentative Map approval date or this approval will expire. A one-year extension may be granted in accordance with the allowances set forth in the municipal code.

7. DEVELOPMENT IMPACT FEES. The Property Owner or their designee shall pay all applicable development impact fees associated with the proposed development and subdivision prior to issuance of the building permit(s), as detailed in the Streamlined Housing Development Review Approval.

8. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice.

Public Works Engineering

9. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS. Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link:

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7 https://www.cityofpaloalto.org/Departments/Public-Works/Engineering- Services/Forms-and-Permits

10. MAP THIRD-PARTY REVIEW. The City contracts with a third-party surveyor that will review and provide approval of the map’s technical correctness as the City Surveyor, as permitted by the Subdivision Map Act. The Public Works Department will forward a Scope & Fee Letter from the third-party surveyor and the applicant will be responsible for payment of the fee’s indicated therein, which is based on the complexity of the map.

11. STREETWORK PERMIT. The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements.

12. GRADING AND EXCAVATION PERMIT. A Grading Permit is required per PAMC Chapter

16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note:
“THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE

SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.”

13. ENCROACHMENT PERMIT. Prior to any work in the public right-of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way.

14. STORMWATER POLLUTION PREVENTION. All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet.

15. C.3 THIRD-PARTY CERTIFICATION. Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11.

16. Submit the following:
a. Stamped and signed C.3 data form (April 2023 version) from SCVURPPP. https://scvurppp.org/wp-content/uploads/2023/04/SCVURPPP-C.3-Data-Form-_- updated__4-12-2023_clean_fillable.pdf

b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11.

17. C.3 STORMWATER AGREEMENT. The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be DocuSign Envelope ID: 58210381-9471-4EDE-91F8-3B71C9303BA9 Item 10
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8 executed by the applicant team prior to building permit final.

18. C.3 FINAL THIRD-PARTY CERTIFICATION PRIOR TO OCCUPANCY. Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the

Utilities Electric Engineering

19. Overhead lines along the project frontage on Acacia shall be undergrounded as shown in the approved plans.

20. Public Utility Easements to proposed transformers, as shown on the Vesting Tentative Map and in conformance with city of Palo Alto standards, shall be dedicated to the City prior to final occupancy.

Waste-gas-water Engineering

21. METER LAYOUT. Domestic water meter layout: The applicant needs to provide an estimated domestic water load in G.P.M. to design the water service and meter size. A 3" or 4” water meter will require a 4'x8' water meter set with a 2" by-pass per DWG.

NO. WD-04. The vault shall be located on private property inside a public utility easement. The applicant's engineer shall obtain, prepare, and record with the county of Santa Clara, and provide the utility engineering section with copies of the public utilities easement on the front of the property adjacent to the City right of way at the water point of service if a 3” or 4” water meter is provided.

//
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9 SECTION 7. Term of Approval. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]).

Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act.

INTRODUCED: January 22, 2024

PASSED: 7-0

AYES: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker

NOES:

ABSENT:

ABSTENTIONS:

ATTEST: APPROVED:

_________________________ ____________________________ City Clerk Mayor

APPROVED AS TO FORM:

___________________________ ___________________________ Assistant City Attorney City Manager

____________________________
Director of Planning and
Development Services

PLANS AND DRAWINGS REFERENCED:

Those plans prepared by BKF Engineers titled “Vesting Tentative Map Acacia Avenue at El Camino Real for Condominium Purposes, City of Palo Alto, California,” consisting of seven pages, dated November 8, 2023 and submitted November 16, 2023.

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Certificate Of Completion
Envelope Id: 5821038194714EDE91F83B71C9303BA9
Status: Completed
Subject: Complete with DocuSign: Final Record of Land Use Action 2024-02 for 420 Acacia.pdf Source Envelope:

Document Pages: 9
Signatures: 5
Envelope Originator:

Certificate Pages: 2
Initials: 0
Veronica Dao
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
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Manager Planning
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Albert Yang
[email protected]
Assistant City Attorney
City of Palo Alto
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Jonathan Lait
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Interim Director Planning and Community
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City of Palo Alto
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Ed Shikada
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Ed Shikada
City of Palo Alto
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Greer Stone
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Vice Mayor
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Mahealani Ah Yun
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City Clerk
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Attachment C
Project Plans
Project plans are only available to the public online. Hardcopies of the plans have been provided to Board members.

Environmental Document
The City, acting as the lead agency, prepared documentation to support a Class 32 (infill development) categorical exemption for the proposed project.

Directions to review Project plans online:

1. Go to: bit.ly/PApendingprojects

2. Scroll down to find “420 Acacia Avenue” and click the address link

3. On this project specific webpage you will find a link to the project plans, the documented exemption and other important information
Direct Link to Project Webpage:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current- Planning/Projects/420-Acacia-Avenue
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: June 17, 2024
Report #:2405-3016
TITLE
Approval of Contract Amendment Number 1 to Contract C24189570 with Downtown Streets Team in the Amount of $548,958 to Combine Contracts to Increase Operational Efficiency for a Revised Total Not-to-Exceed Amount of $1.1 Million Over Three Years ; CEQA Status: Not a Project

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment Number 1 to Contract C24189570 with Downtown Streets Team (Attachment A) in the amount of $548,958 to combine service contracts and increase operational efficiency. This amendment results in a revised total contract not-to-exceed amount of $1,077,367.

EXECUTIVE SUMMARY
City staff is recommending amending the C24189570 (cleaning services) agreement to combine two existing contracts with this service provider into one contract to increase operational efficiency. This results in increasing the not-to-exceed amount by $548,958 to $1,077,367 to cover the three years of job readiness training and employment services scope previously under a separate contract.

BACKGROUND
The Downtown Streets Team, a program founded in Palo Alto, provides street cleaning services in cities throughout the Bay Area, conducted by individuals who are homeless or in danger of becoming homeless, while also providing those individuals job training, employment opportunities, and case management.

The University Avenue Business District attracts visitors, shoppers, diners, local residents, and employees who expect a positive experience. To ensure this experience remains positive, the district must be maintained in a safe, clean, and appealing manner. Cleanliness is essential to maintaining a healthy and vibrant economic environment.

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The City of Palo Alto has partnered with Downtown Streets Team since 2006. In 2010, University Avenue stakeholders, which included the Palo Alto Business Improvement District (BID) and Palo Alto Downtown Professional and Business Association (PADPBA), proposed a combination of enhanced services that would raise the standards of cleanliness in the University Avenue Business District. The enhanced services included reducing trash from overflowing garbage receptacles, reporting graffiti and vandalism, removing litter in the alleyways and in the five parking structures (S & L, R, J, Q and Civic Center), and reporting suspicious vehicles and/or activities.

In 2020, the City developed the Car-Free Streets Program in response to the pandemic.

Businesses and residents have raised concerns regarding the cleanliness of the Car-Free Streets locations (Ramona Street and California Avenue).

Besides having participants engage in cleaning services, the DST model strives to reduce homelessness by encouraging participants to take an active role in their own development, model positive behavior, and create long-term solutions for their participants. This portion of the DST model incorporates both job readiness training and employment opportunities, services previously provided under contract C23188369. In return, participants can work with a case manager to obtain housing and other supportive services. Each participant is evaluated on their individual performance and recognized for their accomplishments. The skills acquired through this program can then be used to seek further employment.

The current not-to-exceed amount for Contract C24189570 (cleaning services) is $548,958 with an expiration date of January 11, 2027.1 The current not-to-exceed amount for Contract C23188369 (job readiness and employment opportunities) is $163,340 and set to expire shortly, on June 30, 2024.2
Additionally, DST was awarded a Human Services Resource Allocation Process (HSRAP) grant in the amount of $82,717 for peer-to-peer outreach with an expiration date of June 30, 2025.

HSRAP is a competitive process and non-profits propose various activities each granting a period and are awarded varying sums of money. This differs from both current and historic cleaning services contracts and job readiness and employment opportunities contracts, which have been consistent over time and align with the integral program components that DST provides to the Palo Alto community.

Under Palo Alto Municipal Code (PAMC) 2.30.360(b)(2), the City Manager has approved an exemption from competitive solicitation as DST is the only local all-in-one service provider that employs individuals who are homeless and at-risk of homelessness, providing job training and 1 City Council Staff Report, February 12, 2024,
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=4177&meetingTemplateType=2&comp iledMeetingDocumentId=9079
2 City Council Staff Report, June 19, 2023,
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=2632&meetingTemplateType=2.

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employment opportunities, case management and outreach while also providing cleaning services.

ANALYSIS
The City has previously held separate contracts for (1) street cleaning and (2) job training and employment opportunities with different contract managers, expiration dates, and performance measures. As Downtown Streets Team does not operate these as discrete activities, but as integrated aspects of its program, it can be challenging to oversee and manage as separate contracts. Having contracts managed by different people in different departments and different end dates adds layers of administrative work, with each administrator only “seeing” a portion of the service delivery. Amending the existing street cleaning contract to incorporate the other program aspects allows the City to better manage this relationship and eliminate duplicative administrative work. It also enables the parties to negotiate contract terms with a clearer understanding of the total dollar amount being spent.

Additionally, after some comments and questions from the public and at Council, City staff closely monitored DST service provision, reviewed DST contracts in Palo Alto and other cities and consulted with colleagues. From this effort, staff identified opportunities for clarifying the contract language relating to street cleaning tasks and improving performance measures. The proposed amended contract includes these clarifications and improved performance measures.

FISCAL/RESOURCE IMPACT
The recommended amendment reduces administrative burdens by decreasing contract processing and staff time associated with multiple contracts leading to more efficient vendor management. Funding for this amendment is included in the FY 2025 Proposed Operating Budget as part of the non-departmental section of the General Fund. No additional resources are required at this time. Funding for future years will be subject to the appropriation of funds through the annual budget process.

STAKEHOLDER ENGAGEMENT
City staff coordinated meetings with all department staff who have managed agreements with DST, including staff from Community Services, Planning and Development Services, Public Works, and Economic Development to understand the various contracts and related experiences.

Staff has also held discussions with University Avenue Business District Stakeholders regarding the efforts of Downtown Streets Team to understand areas of success and potential areas for improvement. Former DST staff, Santa Clara County staff, and colleagues from other cities were contacted to discuss their experiences and what services DST provided for their respective organizations.

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ENVIRONMENTAL REVIEW
The approval of this amendment is CEQA-exempt pursuant to CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility of a significant effect on the environment.

ATTACHMENTS
Attachment A: Downtown Streets Team C24189570 Amendment #1 APPROVED BY:

Ed Shikada, City Manager
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AMENDMENT NO. 1 TO CONTRACT NO. C24189570

BETWEEN THE CITY OF PALO ALTO AND
DOWNTOWN STREETS, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C24189570 (the “Contract” as defined below) is entered into as of June 17, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and DOWNTOWN STREETS, INC., a California public benefit non -profit corporation , located at 1671 The Alameda, Suite 301, Sa n Jose, CA 95126 (“CONTRACTOR”). CITY and [CONSULTANT or CONTRACTOR] are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of Street Cleaning Services, as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) increase the not to exceed total by an additional Five Hundred Forty-Eight Thousand Nine Hundred Fifty-Eight Dollars ($548,958) to a new not to exceed amount of One Million Seventy-Seven Thousand Three Hundred Sixty-Seven dollars and Nine Cents ($1,077,367.09), (2) update Exhibit A Scope of Work to incorporate provision of job readiness training and employment opportunit ies, ( 3) update Exhibit B Schedule of Performance and (4) add Exhibit C-1 Professional Services Type Payments for job readiness training and employment opportunities, as detailed herein.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean Contract No. C24189570 between CONSULTANT and CITY, dated December 11, 2023, as amended by:

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 5: COMPENSATION FOR ORIGINAL TERM” of the Contract is hereby amended to read as follows:

The total maximum lump sum compensation of dollars ($); OR

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compensation amount of dollars ($ ); OR

A sum calculated in accordance with the fee schedule set forth at Exhibit C and Exhibit C-1, not to exceed a total maximum compensation amount of One Million Seventy-Seven Thousand Three Hundred Sixty-Seven Dollars and Nine Cents($1,077,367.09).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.

CITY has set aside the sum of dollars ($ ) for Additional Services.

CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services.

Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for wh ich payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.

SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “ SCOPE OF SERVICES , AMEN DMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “C-1” entitled “PROFESSIONAL SERVICES TYPE OF PAYMENTS (JOB READINESS, AMENDMENT NO. 1”, ADDED

SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

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SECTION 5. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

DOWNTOWN STREETS, INC.

Officer 1

By:

Name: Julie Gardner

Title: CEO

Officer 2

By:

Name: Marina Peterson

Title: CFO

Attachments:

Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

Exhibit “C -1” entitled “ PROFESSIONAL SERVICES TYPE OF PAYMENT (JOB READINESS), AMENDMENT NO. 1”, ADDED

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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO. 1

AMENDED, AND REPLACES PREVIOUS

CONTRACTOR shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.

CONTRACTOR shall 1.) Provide unhoused and/or extremely low-income individuals with job readiness training and employment opportunities through job search skill instruction, supportive, services, and direct employment placements with partnering companies and 2), perform Street Cleaning Services. The scope of Street Cleaning Services shall include, but not be limited to the tasks detailed under Tasks 1 and 2 for cleaning of the City’s five parking garages, along University Avenue, and portions of Ramona Street, California Avenue , and Ash Street, cleaning Downtown alleyways, reporting suspicious persons and/or vehicles to the proper authorities, reporting safety hazards such as raised sidewalks and lights that are out, and reporting cases of vandalism and graffiti.

CONTRACTOR will provide tangible local employment opportunities for motivated, previously unhoused , or at‐risk of homeless individuals who have completed the CONSULTANT’s Employment Development Course.

CONTRACTOR shall be responsible for providing all training, labor, and equipment required to perform the tasks as specified in the contract, including the appropriate training and Personal Protective Equipment (PPE) required for the collection of syringes (sharps). The CITY will provide sharp waste containers and dispose of those containers once filled. It is the responsibility of the CONTRACTOR to inform the Project Manager when sharp waste containers are full and need to be replaced and disposed.

This program shall also provide counseling and training to assist participants to develop a plan for self-sustainability by procuring housing or shelter, address physical/mental issues, receive transportation assistance, or providing other services. Training will primarily focus on building DocuSign Envelope ID: E8034B7D-BBDF-4373-89B4-F02479AFFBCF Item 11
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successful work habits, job readiness skill, resume writing, and employment search skills.

CONTRACTOR shall use employees to encourage other unhoused individuals to explore other options and explaining all of the services that are available to them.

Downtown Streets Team shall provide semi-annual activity reports related to this Scope of Services, detailing adherence to Schedule of Performance, for the periods ending December 31 and June 30, within fifteen days after these dates. Each report shall cover the preceding six month period, and other such information as the Project Manager may request, but at minimum, including the below-listed stats. The final report shall be prepared in the form agreed upon by the City and Downtown Streets Team.

CONTRACTOR shall provide, at minimum, the following information in its semi-annual activity reports:
• Number of sharps (syringes) collected
• Amount of debris removed
• Total number of current team members
• Total number of team members with employment
• Total number of team members housed
• Total number of team members who maintained employment • Total number of volunteer hours
• Number of job placements
• Participants trained in job search
• Recipients of supportive services
• Unduplicated clients
• Expense report - program delivery in
o Salaries/employee benefits
o Overhead
o Rent/insurance
o Marketing/PR/Supplies
o Communications
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o Mileage
• Job placement by income
o Extremely low income
o Very low income
o Low income
o Moderate income
o Above moderate income
• Number of job placement by age group
o Youth (0 to 18)
o Adults (19-62)
o Seniors (63+)
o Disabled Individuals
• Clients by race/ethnicity
Task 1 – Street Cleaning Services
CONTRACTOR shall perform Street Cleaning Services, which includes cleaning of the City’s five parking garages (S & L, R, J, Q and Civic Center), sidewalks, and alleyways in the Downtown Palo Alto area. These services shall be performed according to the attached schedule (Attachment B) and shall be performed at a minimum by a two-person crew. The level of service provided shall include, but not be limited to, picking up litter, reducing trash from overflowing trash receptacles, wiping down garbage can lids, reporting safety hazards such as raised sidewalks and lights that are out, and reporting cases of vandalism and graffiti.

CONTRACTOR will wipe down the top of newspaper racks at least every two weeks.

CONTRACTOR shall be responsible for providing all training and equipment required to perform the tasks as specified in the contract, including but not limited to, appropriate attire or uniform with identifiable company logo, the appropriate training, and Personal Protective Equipment (PPE) required for the collection of syringes (sharps). The CITY will provide sharp waste containers and dispose of those containers once filled. It is the responsibility of the CONTRACTOR to inform the Project Manager when sharp waste containers are full and need to be replaced and disposed. CONTRACTOR shall also, through the use of their employees, encourage other unhoused individuals to explore other options, and to explain all of the services that are available to unhoused individuals. CONTRACTOR shall send teams daily to Palo Alto City Hall to conduct outreach, pick up trash, and ensure that no individuals are violating Palo Alto City Policy 4-07/MGR – Conduct in City Facilities.

The Downtown Streets Team (DST) Project Manager shall also attend quarterly meetings with DocuSign Envelope ID: E8034B7D-BBDF-4373-89B4-F02479AFFBCF Item 11
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the City’s Project Manager when deemed necessary. CONTRACTOR shall provide a monthly report to Project Manager that reports weekly data for Task 1 and Task 2 separately on the following:
• Number of Team members on morning shift and number of Team Members of afternoon shift.
• Number of 5-gallon buckets of debris collected and disposed of per shift. • Total number of gallons collected and disposed.
• Self-certification that all tasks were completed at each location per the schedule and scope of work
• Number of homeless individuals found in each of the garages. • Total number of interactions with homeless individuals. • Number of homeless individuals who report that they do not want to engage in any services offered.
• And other pertinent information that conveys the barriers that unhoused individuals face in accessing, following up with and obtaining needed services. • Include a monthly success story regarding their team members.

When requested, the DST Project Manager shall also attend monthly meetings with the Palo Alto Downtown Business and Professional Association (PADBPA) to act as a liaison between the business owners who have a vested interest in the services being provided, City staff who manage the contract, and the Downtown Streets Team who runs the program. The DST Project Manager shall make a brief presentation at these monthly PADBPA meetings to relay what efforts have been undertaken since the last meeting.

Task 2– Car-Free Street Cleaning Services (Ramona Street and California Ave) CONTRACTOR shall perform Street Cleaning Services in the Car-Free Streets portions of Ramona St (from Hamilton Ave to University Ave) in downtown, and California Ave (from El Camino Real to Birch St), plus a small portion of Ash Street (from Sherman Ave to California Ave) within the California Ave Business District. These services shall be performed at a minimum by a two-person crew. The level of services provided shall include, but not limited to, picking up litter; removing leaves and debris from areas not accessible to street sweepers (such as near gutters or tight corners); rearranging and resetting City-owned outdoor furniture (such as small tables, foldable chairs, faux-carpeting, and game play areas); and ensuring furniture is upright and clean (include cleaning and/or wiping down tables and chairs); reducing trash from overflowing trash receptacles and wiping down garbage can lids along the Car-free DocuSign Envelope ID: E8034B7D-BBDF-4373-89B4-F02479AFFBCF Item 11
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streets; reporting safety hazards such as raised sidewalks and lights that are out; and reporting cases of vandalism and graffiti. Tops of newspaper racks are to be wiped down every 2 weeks.

The CITY reserves the right and at its sole discretion, to cancel Task 2 service at any time. The CITY will provide CONTRACTOR a minimum of two weeks advance notice prior to initiating or canceling these services.

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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1

AMENDED, AND REPLACES PREVIOUS

CONTRACTOR shall not perform services in cases of inclement weather (as determined by City staff and the Downtown Streets Team Project Manager) or during observed DST holidays listed below. The schedule and tasks can be modified during the term of the contract based on operational needs through a written mutual agreement between CITY and the CONTRACTOR.

Tasks Schedule
Clean and conduct outreach along alleyways
(Downtown North and South), University
Avenue, Downtown South/City Hall
Daily Monday-Friday and Weekends, see
Detailed Schedule
Clean and conduct outreach of garage Twice Daily Weekends, see Detailed Schedule Clean and conduct outreach of garage Twice Daily Monday-Friday, see Detailed Schedule
Attain 15 job placements of unduplicated
individuals, through job training/employment
readiness classes and outreach to local
employers
Annual
Train 15 participants in job search Annual
Recruit 15 local employers to create/hold
positions or expedite the hiring process for
program participants
Annual
Achieve 75% of employers retaining new
employees beyond three months
Annual

Detailed Schedule:

Task 1 – Street Cleaning Services Schedule:

DAY TIME ACTIVITIES
Monday, Tuesday,
Wednesday, and
Friday

8-9 AM
9 -10 AM
10- 10:15 AM
10:15--11 AM
11-12 AM
12 PM
12-1 PM
1-2:30 PM
2:30-2:45 PM
2:45-4 PM
Garage cleaning and outreach
Alleyways (Downtown North and South) Shift change box
Break
University Ave
Downtown South/City Hall
Shift changes at box
Downtown North
Garage cleaning and outreach
Break
Garage cleaning and outreach
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DAY TIME ACTIVITIES
4 PM Dismissal at box

Thursday 8-8:30 AM
8:30-9 AM
9-10 AM
11:15-1 PM
Garage cleaning and outreach
Downtown South/City Hall and Alleyways
Downtown North and University Ave Alleyways
Lead Meeting and Success Meeting
Saturday and Sunday 9-10 AM
10-10:30 AM
10:30-11:30 AM
11:30-11:45 AM
11:45-1 PM
1 PM

Garage cleaning and outreach
Downtown South/City Hall/University Ave
Downtown North
Break
Garage cleaning and outreach
Dismissal at box

Task 2 Car-Free Street Cleaning Services (Ramona St and California Ave) Schedule:

DAY TIME ACTIVITIES
Monday 8-10AM Car-free street portion of California Ave (which includes Ash St) and Ramona St (Ramona St. could be
done as part of Task 1 schedule).

Wednesday 8-10AM Car-free street portion of California Ave (which includes Ash St) and Ramona St (Ramona St. could be
done as part of Task 1 schedule).

Friday 8-10AM Car-free street portion of California Ave (which includes Ash St) and Ramona St (Ramona St. could be
done as part of Task 1 schedule).

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Actual dates will vary depending on the year. The listed holidays will be observed even if they fall on a date that is different than the dates listed above.* DocuSign Envelope ID: E8034B7D-BBDF-4373-89B4-F02479AFFBCF Item 11
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EXHIBIT C-1
PROFESSIONAL SERVICES TYPE OF PAYMENTS (JOB READINESS), AMENDMENT NO.1 ADDED

CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement) , based on the hourly rate schedule attached as Exhibit C-1.

The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE:

Description Total
Employee Benefits/Taxes $164,900
Rent & Utilities $16,305
Communications, Mileage, and Supplies $1,781
TOTAL EXPENSES PER ANNUM $182,986
TOTAL NOT TO EXCEED $548,958

REIMBURSABLE EXPENSES

Unless specifically noted in Exhibit A, Scope of Services, the administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in -house printing, insurance, and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSUL TANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00

ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTA NT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and DocuSign Envelope ID: E8034B7D-BBDF-4373-89B4-F02479AFFBCF Item 11
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CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C -1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment fo r additional services is subject to all requirements and restrictions in this Agreement.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: June 17, 2024
Report #:2405-3009
TITLE
Approval of Construction Contract Number C24190081 with Marina Landscape, Inc. in the Amount Not- to-exceed $338,459 for Dog Park Installation and Renovation Project PG-18001; and Authorization of Contract Contingency in an Amount Not-to-Exceed $50,769 for Related, Additional but Unforeseen Work Which May Develop During the Project; and Amend the FY2024 Budget in the Capital Improvement Fund (2/3 vote required); CEQA status – categorically exempt.

RECOMMENDATION
Staff recommends the City Council:

1. Approve and authorize the City Manager or their designee to execute the attached construction contract with Marina Landscape, Inc. (Contract No. #C24190081) in the amount not to exceed $338,459 for the Mitchell Dog Park improvements pursuant to the Dog Park Installation and Renovation Project (PG-18001); and

2. Authorize the City Manager or designee to negotiate and execute one or more change orders to the construction contract with Marina Landscape, Inc. for related, but unforeseen work which may develop during the project, the total value of the which shall not exceed $50,769; and

3. Amend the Fiscal Year 2024 Budget Appropriation for the Capital Improvement Funds (requires a two-thirds approval by the Council) by:
a. Decreasing the Benches, Signage, Walkways, Perimeter Landscaping, and Site Amenities Project (PG-06003) by $74,045; and
b. Increasing the Dog Park Installation and Renovation Project (PG-18001) by $74,045.

EXECUTIVE SUMMARY
The Palo Alto Parks, Trails, Natural Open Space, and Recreation Master Plan has driven the expansion and enhancement of local dog parks since 2018, with projects funded by park impact fees. The Mitchell Park dog park, a well-utilized 0.56-acre facility, will undergo significant improvements including expansion, new fencing, an added small dog area, additional seating, irrigation upgrades, and better drainage. The City Council approved the necessary Park Improvement Ordinance on September 27, 2022 1. Marina 1City Council, September 27, 2022; Agenda Item #8; SR# 14781; https://portal.laserfiche.com/Portal/DocView.aspx?id=59259&repo=r-704298fc Item 12
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Landscape, Inc. was the lowest responsible bid for the project, with a budget of $389,228, adjusted to include a fifteen percent contingency for unforeseen costs.

BACKGROUND
The Parks, Trails, Natural Open Space, and Recreation Master Plan 2 provides guidance on adding dog parks. The policy states that Palo Alto should actively pursue adding dedicated, fenced dog parks in multiple neighborhoods, equitably distributed between North and South Palo Alto. The size of the dog parks will vary but should strive to be at least 0.25 acres and each new dog park installation will require a Park Improvement Ordinance (PIO).

The Palo Alto Dog Park Installation and Renovation Project has evolved over the years as part of the City's ongoing efforts to enhance recreational opportunities for residents and their dogs. An ongoing Capital Improvement Project was established in 2018, allocating $150,000 per project to expand and enhance dog parks every two years. These funds are sourced from park impact fees, ensuring that the development of dog parks is sustainable and aligned with community priorities.

In 2018, the construction of Peers Park Dog Park marked a significant milestone in expanding the city's dog park network in North Palo Alto. There are currently four (4) dog parks: Mitchell Park (0.56 acres), Peers Park (0.84 acres), Greer Park (0.06 acres), and Hoover Park (0.14 acres). Currently, in construction is Boulware Park, which is a full renovation and expansion and will include a new dog park (0.5 acres).

ANALYSIS
The community recognized a need for the expansion and enhancement of the Mitchell Park dog park, an existing 0.56-acre facility, which is well-utilized. The current amenities include hose bibs, benches, picnic tables, and waste receptacles. This location was prioritized by community feedback, feasibility, and budget.

Several improvements were outlined which included expanding the size of the current dog park, creating a separate area for small dogs, upgrading fencing and entry gates, adding seating, relocating hose bibs, reconfiguring irrigation systems, and ensuring compliance with creek easement regulations.

Furthermore, considerations have been made to maintain the existing grass and decomposed granite surfacing in the large dog park area, while the small dog park area will maintain its turf but will eventually transition to decomposed granite.

On May 4, 2022, staff reviewed the proposed improvements to the dog park in a community meeting held online to obtain public input. There were 26 participants. The response to the proposed renovations was positive and recommended including hills/slope areas in the dog park, enlarging the dog park area as much as possible, adding more seating/benches, and fixing the existing drainage issues.

On June 28, 2022, the Parks and Recreation Commission (PRC) reviewed the proposed plans, which included revisions made in response to community comments. The PRC was supportive of the expansion 2Palo Alto Parks Trails, Natural Open Space and Recreation Master Plan, September 2017; palo-alto-parks-master- plan.pdf (cityofpaloalto.org)
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plans and provided comments that were addressed in the plan presented with the PIO. The revisions included: reducing the small dog park fence height to 3 feet and the addition of 15 new native trees, a mix of Valley Oak and California Sycamore, to the area for shade and habitat benefits.

At the June 28 th PRC meeting, staff presented an alternative fence alignment 3 that would provide better privacy for the adjacent picnic area and maintain some shade trees. The alternative fence alignment would reduce the dog park's size but retain some sloped, shaded areas. The staff presentation highlighted issues with the previous three-foot fence at Hoover Dog Park, which was replaced with a five-foot fence due to dogs jumping over it and recommended a similar height for the new Mitchell Park fence. The Commission voted 4:3 to recommend that the City Council adopt a PIO for the Mitchell Park Dog Park with the five-foot high fence, as recommended by staff, and with the alternative fence alignment proposed.

The PIO included the following items: 1) expand the size of the existing dog park area with a new 5-foot tall chain link fence; 2) install a new small dog park area with a 5-foot tall chain link fence; 3) replace existing irrigation system; 4) replace existing mowed turf with ‘no mow’ grass to reduce maintenance; 5) add new site amenities including bench seating and waste receptacles; 6) establish a 10 foot set-back along Adobe Creek; 7) install new area drains; and 8) plant new native trees.

On September 27, 2022, the City Council approved the Park Improvement Ordinance for the project (second reading)4.

Bid Process
On April 22, 2024, a notice for invitation for bids (IFB) for the Mitchell Dog Park Renovation Project was posted on the City of Palo Alto’s e-procurement website (OpenGov), notifying 3,036 providers of the bid opening. The bidding period was 16 days. Bids were received from three (3) contractors by the bid submission deadline of May 7, 2024.

Table #1: Summary of Invitation for Bids
Project Bid Name/Number Mitchell Park Dog Park
Improvements (IFB190081)
Proposed Length of Project 53
Number of Bid Packages Downloaded by Contractors 47
Number of Bid Packages Downloaded by Builder's Exchanges 5 Total Days to Respond to Bid 16
Mandatory Pe-Bid Meeting No
Number of Company Attendees at Pre-Bid Meeting N/A
Number of Bids Received 3
Base Bid Price Range 338,459-426,645
Public Link to Solicitation Project overview (opengov.com) 3 Parks and Recreation Commission, July 28, 2022; Agenda Item #6; AWARD OF CONTRACT CMR (BID) (cityofpaloalto.org)
4 City Council, September 27, 2024; Agenda Item #8; 20220927amccsm.pdf (cityofpaloalto.org) Item 12
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One proposal was rejected due to it being unresponsive, because it was an incomplete bid. The Landscape Pros ML, Inc. and Marina Landscape, Inc. both met City specifications. Marina Landscape, Inc. is the lowest responsive bid.

Staff reviewed the bids along with all the bid alternates. Base bids ranged from $338,459 to $383,712 and the engineer’s estimate was $409,765. Staff is requesting a fifteen percent contingency as it bridges the gap between the engineer's estimate and the bid. A fifteen percent contingency is necessary for this project because it accounts for unforeseen circumstances and complexities that can arise during construction, such as unanticipated site conditions that result in changes in scope and fluctuations in material costs. This higher contingency helps ensure the project remains on schedule and within budget despite potential challenges that exceed typical expectations. The native tree planting was not included in the scope of work and will be done in-house.

FISCAL/RESOURCE IMPACT
The Dog Park Installation and Renovation Project (PG-18001) has funding of $315,183. By amending the Fiscal Year 2024 budget appropriation for the Capital Improvement Funds by decreasing the Benches, Signage, Walkways, Perimeter Landscaping, and Site Amenities Project (PG-06003) by $74,045; and increasing the Dog Park Installation and Renovation Project (PG-18001) by $74,045, this would provide for $389,228 of funding for this project.

The ongoing maintenance for this site will be integrated into the existing maintenance contract and will be absorbed within the Community Services Department Operating Budget.

STAKEHOLDER ENGAGEMENT
There were over 1,500 emails and more than 100 postcards were distributed to residents, encouraging their stakeholder engagement in the community design process. A community meeting was conducted on May 4, 2022, via zoom, with 26 attendees. The proposed expansion of the existing dog park garnered support from those present.

Additionally, staff engaged with the Palo Alto Dog Owners group, representing several hundred residents advocating for increased off-leash dog exercise spaces, to discuss the project and gather feedback.

A dedicated project webpage5 was established to provide comprehensive information about the proposed renovation of the Mitchell Park Dog Park.

For public meetings, the Parks and Recreation Commission (PRC) convened a discussion on the Mitchell Park Dog Park Expansion in June 2022. Subsequently, in July 2022, the PRC recommended a Dog Park Improvement Ordinance. The City Council conducted the first and second readings of the Park Improvement Ordinance in September 2022.

ENVIRONMENTAL REVIEW
The expansion of the Mitchell Park Dog Park is categorically exempt from the California Environmental Quality Act (CEQA) under Title 14 California Code of Regulations Section 15301 (Existing Facilities), Section 5 Project webpage, City of Palo Alto Dog Parks – City of Palo Alto, CA Item 12
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15302 (Replacement or Reconstruction), Section 15303 (New Construction of Small Facilities or Structures), and Section 15311 (Accessory Structures) because it consists of the redevelopment of an existing facility.

APPROVED BY:

Kristen O'Kane, Community Services Director
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 17, 2024
Report #:2405-3045
TITLE
Approval of Contract Amendment Number 1 to Contract Number S24189598 with Good City Company in the Amount of $18,120 for a Stream Corridor Protection Ordinance Update; the Total not-to-exceed Amount of the Contract is $92,293. CEQA Status: Exempt Pursuant to CEQA Guidelines 15061(b)(3).

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. S24189598 (Attachment A).

BACKGROUND
The City’s Comprehensive Plan recognizes the City’s creeks and riparian areas as valuable resources for natural habitat, connectivity, community design, and flood control that require protection and enhancement. As part of this recognition, the City’s Stream Corridor Protection Ordinance was identified for an update to reflect their importance. Particularly, Policy N3.3 of the Comprehensive Plan calls for the protection of the city’s creeks from the impacts of future buildings, structures, impervious surfaces and ornamental landscaping and preserve their function as habitat connectivity corridors by establishing a range of setback requirements that account for existing creek conditions, land use characteristics, property ownership and flood control potential. 1 This policy contains three programs that define the potential ordinance update:
•Program N3.3.1 calls for the exploration of an ordinance update that expands the current 50-foot setback along creeks to be expanded to 150 feet for properties west of Foothill Expressway, with the ordinance update also containing design recommendations for development of sites within the setback, exemption opportunities for single-family 1 The other programs to support this riparian corridor protection work include the development of a stewardship program, replacement of non-native/invasive species, discouraging bank instability by limiting site disturbances (including the grading ordinance), avoiding fencing and piping, and working with partners such as the Santa Clara Valley Water District and the San Francisquito Creek Joint Powers Authority.

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properties, and appropriate setbacks and conservation measures for undeveloped parcels.
•Program N3.3.2 calls for similar work east of Foothill Expressway. •Program N3.3.3 calls for the minimization of impacts in all creeks by limiting recreational trails to one side of natural riparian corridors, and thoughtful design of lighting near riparian corridors.

On January 29, 2024, the City Council adopted City Council Priorities and directed staff to update the existing Stream Corridor Protection Ordinance to better align with the Comprehensive Plan policies and programs.

On January 29, 2024, the City Manager authorized an exemption from competitive solicitation to engage in a contract with Good City Company. On February 6, 2024, the City entered into a contract with Good City Company in the amount of $74,173 through June 30, 2025. Good City Company is contracted to provide consulting services to produce an existing conditions report, public outreach, and development of the draft ordinance to be considered by the Planning and Transportation Commission and adopted by the City Council.

ANALYSIS
Upon initiation, the need for a biological assessment became apparent due to the public's potential interest and the complexity of the natural environment involved. To ensure a comprehensive review and address potential concerns, retaining a biologist was deemed necessary.

Considering the project scope and urgency to complete the project in 2024, staff recommended Good City Company subcontract a biologist rather than the City directly hiring one under a separate contract. This approach streamlines the process and leverages Good City Company's expertise in managing communication and logistics as the technical work is closely intertwined.

Amending the existing contract is the most efficient solution as the additional expertise required falls outside the original scope of services.

The requirement for biological expertise necessitates an increased budget allocation of $18,120, exceeding the City Manager’s contract authority approval limit. This action increases the not to exceed amount of the contract up to $92,293.

FISCAL/RESOURCE IMPACT
Funding for the contract and this amendment was included in the Fiscal Year 2024 Adopted Operating Budget.

STAKEHOLDER ENGAGEMENT
On March 5, 2024, Good City Company along with the City staff conducted a community information session to hear from the community on potential opportunities and constraints for future development near creek and waterways for consideration in the ordinance update. A total of 17 community members attended the virtual information session to provide their input. Prior Item 13
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to the community information session, Good City Company has contacted and received input from other stakeholders from neighborhood associations and other public agency partners.

ENVIRONMENTAL REVIEW
Approval of this contract is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section15061(b)(3) because it can be seen with certainty that this action will not have a significant effect on the environment.

ATTACHMENTS
Attachment A: Good City Company Contract S24189598 Amendment No. 1 APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 13
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AMENDMENT NO. 1 TO CONTRACT NO. S24189598
BETWEEN THE CITY OF PALO ALTO AND
GOOD CITY COMPANY

This Amendment No. 1 (this “Amendment”) to Contract No. S24189598 (the “Contract” as defined below) is entered into as of June 18, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOOD CITY COMPANY, a California corporation, located at 601 Allerton Street, Suite 110, Redwood City, CA 94063 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of updating to Title 16 of the Palo Alto Municipal Code, as detailed therein.

B. The Parties now wish to amend the Contract in order to amend adding scope of service and
increase compensation by Eighteen Thousand One Hundred Twenty Dollars ($18,120) from Seventy‐Four Thousand One Hundred Seventy‐Three Dollars ($74,173) to a new total not to exceed compensation of Ninety‐Two Thousand Two Hundred Ninety‐Three Dollars ($92,293).

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this
Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean Contract No. S24189598 between CONSULTANT and CITY, dated February 5, 2024.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 4. NOT TO EXCEED
COMPENSATION of the Contract is hereby
amended to read as follows:

“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Eighty Five Thousand Five Hundred Fifty Dollars
($85,550). The hourly schedule of rates, if
applicable, is set out in Exhibit C‐1, entitled “SCHEDULE OF RATES.” Any work performed or DocuSign Envelope ID: 05AD8194-684E-4A0F-9788-D6078D1A7477 Item 13
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expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not‐to‐ exceed compensation amount for Additional Services is allocated below under this Section 4.)

In addition to the not‐to‐exceed compensation specified above, CITY has set aside the not‐to‐ exceed compensation amount of Six Thousand Seven Hundred Forty‐Three Dollars ($6,743) for the performance of Additional Services (as defined below).

The total compensation for
performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Ninety‐Two Thousand Two Hundred Ninety‐Three Dollars ($92,293), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper
completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4.

CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A‐1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C‐1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY
(defined as counter‐signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”

SECTION 3. Section 12. SUBCONTRACTING of the Contract is hereby amended to read as follows:

“Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractor authorized by CITY to perform work on this Project is:

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 Environmental Collaborative
41 Jeannette Court, Walnut Creek, CA 94596
(510) 393‐0770

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and
omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.”

SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”,AMENDED, REPLACES PREVIOUS.

c. Exhibit
“C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or Designee

GOOD CITY COMPANY

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:

 Exhibit A – Scope of Services, Amendment No.1 (Amended, Replaces Previous)  Exhibit B – Schedule of Performance, Amendment No.1 (Amended, Replaces Previous)  Exhibit C – Compensation, Amendment No.1 (Amended, Replaces Previous)  Exhibit C‐1 – Schedule of Rates, Amendment No.1 (Amended, Replaces Previous)

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Aaron Akin
Principal, Good City Co.

Lisa Costa Sanders
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EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

MEMORANDUM & ORDINANCE RECOMMENDATION SERVICE
CONSULTANT will complete an existing condition memorandum and prepare a Stream Corridor Ordinance for the CITY based on City Council’s recommendations.

Task 1: Existing Condition Memorandum

CONSULTANT will prepare a memorandum
that includes the following criteria:

 Project description and objectives;
 Existing regulatory framework;
 Maps, illustrations, and photos to describe the location, path, and general characteristics of all streams in Palo Alto. The report will include a description of stream characteristics west and east of Foothill Expressway and describe sections that are natural stream habitats, channelized areas, or culverts; and
 Identify where buildings have encroached into natural creek settings utilizing aerials maps and field observations.

Task 2: Stream Corridor Ordinance Recommendations

CONSULTANT will prepare a draft ordinance revising the Stream Corridor Ordinance for CITY staff and City Council
consideration. The proposed ordinance revisions will directly relate to Comprehensive Plan programs N3.3.1, N3.3.2 and N3.3.3.

Task 3: Biological Study (Amendment No. 1)

3.1 Background Review
CONSULTANT will assemble and review available mapping and documentation. This will include the Natural Environment Element and Environment Impact Report on of the CITY’s Comprehensive Plan and the current Stream Corridor Protection Ordinance. CONSULTANT will assemble and review mapping from the National Wetland Inventory, the Santa Clara Valley Water District, of existing Assessor Parcels, and available aerial mapping of the City.

CONSULTANT will conduct a limited reconnaissance to confirm existing field conditions. This will include a 1‐day field reconnaissance to take photos from public property to demonstrate the range of conditions along protected stream segments, including reaches that have been channelized for flood control purposes, locations with natural bank conditions but little riparian cover, and location with well‐developed and high value woody riparian vegetation. No detailed field surveys or mapping of existing conditions are proposed as part of this scope.

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CONSULTANT will summarize and map available data, which will include the following:
 Existing conditions of protected streams in the City and result of background review  Maps showing protected streams and results of the background review using available CAD.
 Photographs from the field reconnaissance
 Estimates of the number of parcels that contain segments of protected streams (if data available)
 Estimates of the number of parcels containing stream segments that have been channelized, are in a natural state, or contain high quality woody riparian vegetation, if possible.
 Consideration of parcel size for different minimum setbacks (under 0.5 acre, 0.5‐2 acres, over 2 acres)

CONSULTANT will provide a summary of existing Federal, State and Local Regulations.

CONSULTANT will provide a narrative of planning alternatives/considerations and options for consideration by the CITY. CONSULTANT will provide methods/options for providing greater avoidance and protection of the
stream and include a summary of other cities on stream setback requirements and exceptions for benchmarking.

CONSULATNT will provide recommendations to update or refine the CITY’s existing stream ordinance.

3.3 Ordinance Refinement
CONSULTANT will attend up to three (3) public meetings/hearings in person or virtually.

CONSULTANT will contribute providing any technical questions and complete text revisions to the draft ordinance to ensure creation of final ordinance.

Final Ordinance Deliverables
CONSULTANT will deliver memorandum and ordinance of CONSULTANT’s recommendation draft(s) for CITY review. Upon CITY and/or City Council reviewed suggestions, CONSULTANT will update finalizing drafts to submit to CITY final version of the Stream Corridor memorandum and ordinance recommendation.

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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

Milestones
Completion Dates
(as specified below)
from NTP

1. Memorandum & Ordinance of Recommendation Service

Task #1 Deliverable
- Draft Stream Corridor Existing Condition Memorandum
March 2024

2. Memorandum & Ordinance Recommendation Service

Task #2 Deliverable
- Draft Stream Corridor Ordinance Recommendations
March 2024

3. Biological Study (Amendment No.1)
Task #3 Deliverable
- Background and Planning Considerations (BPC) Report

June 2024

4. Memorandum & Ordinance Development Service

Task# 1 Deliverable
- Final Draft Existing Condition Memorandum
June 2024

5. Memorandum & Ordinance Recommendation

Task # 2 Deliverable
- Final Draft Stream Corridor Ordinance Recommendations September 2024

Optional Schedule of Performance Provision for On‐Call or Additional Services Agreements. (This provision only applies if checked and only applies to on‐call agreements per Section 1 or agreements with Additional Services per Section 4.)

The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on‐call
Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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EXHIBIT C
COMPENSATION, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below.

Compensation shall be calculated based on the rate schedule attached as Exhibit C‐1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses,
and the total compensation for Additional
Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE

Memorandum & Ordinance of
Recommendation Service – Task 1 & 2
Deliverables (hourly budget rates)

Title Rate Hours Cost
Planning Director $230 150 $34,500
Senior Planner/Project Manager $170 65 $11,050
Principal Planner $195 32 $6,240
Principal $260 32 $8,320
Associate Planner $135 32 $4,320
Marketing Specialist/Graphic Designer $100 30 $3,000 Task 1 & 2 Sub‐total for Services $67,430
Task 3 ‐ Amendment No. 1
Biological Study (Task 3.1 thru 3.3) 195 76 $14,820
Reimbursable Expenses (if, any) $3,300
Total for Services and Reimbursable Expenses $85,550 Additional Services (if any, per Section 4) $6,743 Maximum Total Compensation $92,293

REIMBURSABLE EXPENSES

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CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in‐house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if
any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: mapping solutions and travel expenses up to the not‐to‐exceed amount of:
$3,300.

All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.

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EXHIBIT C‐1
SCHEDULE OF RATES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s schedule of rates for Additional Services per Section 4 is as follows:

CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long
as the changes do not increase the not to exceed compensation amount as specified in Section 4 of the Agreement.

Principal/Partner     $260/hour
Planning Director     $230/hour
Principal Planner/Planning Manager   $195/hour
Economic Development Director   $230/hour
Public Policy Manager     $225/hour
Chief Building Official     $170/hour
Senior Planner/Project Manager   $170/hour
Housing Services Consultant   $170/hour
Associate Planner
$140/hour
Assistant Planner     $130/hour
Planning Technician     $100/hour
Marketing Specialist/Graphic Designer $100/hour
Administrative Specialist   $90/hour
Biologist      $195/hour

Subconsultant Contracts Direct Billing + 10% oversight fee (if applicable) will be detailed in Task Order (Exhibit A‐1) form in accordance to Section 4 of the Agreement.

Rates subject to adjustment January 1st of each year (up to and not to exceed 3‐7% increase)

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: June 17, 2024
Report #:2405-3074
TITLE
Authorization for the Mayor to sign a 3-Year Friendship Cities Agreement with Narok, Kenya

RECOMMENDATION
Recommendation for the City Council to authorize the Mayor to sign a 3-Year Friendship Cities Agreement (Attachment A) with Narok, Kenya, as the first Friendship City for Palo Alto. This recommendation is a result of the Friendship City Program process that includes Neighbors Abroad, the Mayor, the Vice Mayor, and the City Council Liaison to Neighbors Abroad (currently Councilmember Burt). The agreement spans from 2024-2027. There is an option to renew the agreement with mutual agreement of the cities to do so. The pathway to renew has not been defined.

Staff is also updating the Friendship City process for future requests in order to inform the full City Council of requests earlier in the process. That slightly modified process is described at the end of the Analysis Section of the report.

BACKGROUND
The City Council approved the creation of a new Friendship City Program in February 2024 after the October 2023 Policy and Services Committee referral discussion of the June 2023 Colleagues’ Memo. The Friendship City Program is intended to be a more modest engagement / connection between cities that does not require significant ongoing commitments by the City or Neighbors Abroad, the local nonprofit that supports the City’s international engagement.

Neighbors Abroad is a 501(c)(3) organization that, with annual funding from the City of Palo Alto together with donations from the community, supports the City's international engagement.

Palo Alto has long benefited from its Sister City and Sibling City relationships with Palo Alto’s eight (8) Sister Cities and one (1) Sibling City through sustainability, economic development, innovation practices, student exchanges, academia, and cultural relationships. International engagement with Palo Alto is frequent at multiple levels including government, business, Item 14
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community, and education. Palo Alto often receives requests from communities abroad requesting a Sister City or other relationship with Palo Alto and the City acknowledges that the Sister City level of engagement with that number of additional communities abroad would be difficult to manage. The City Council created the Friendship City Program to address these requests as a lighter-touch connection with the City of Palo Alto not intended to be an ongoing long-term relationship with new cities which should not require significant commitments by the city or Neighbors Abroad. The level of engagement is intentionally designed to be less than the engagement level of the Sister City and Sibling City programs. This model is also recognized by Sister Cities International, the governing body of Palo Alto’s Sister Cities.

Through the City Council motion in February 2024, which referenced the original Colleagues Memo, the following framework was established for the consideration of any proposed new Friendship Cities with Palo Alto:

Pragmatically, the current approval process includes:
- Review and affirmative recommendation by the Neighbors Abroad Board - Review and endorsement by the City Council liaison for Neighbors Abroad - Review and endorsement by the Mayor and Vice Mayor
- Full City Council review of the recommendation from the 3 steps above (through a Consent agenda item prepared by City staff including the materials referenced above).

In going through this process for this first Friendship City recommendation with Narok, staff identified a few additional steps that should be included in the review process going forward to keep City Council informed on the front end of the process as well as the need to ensure that all requests are going through the same review process. In the Analysis Section of this staff report, staff describes a slightly modified process for future requests.

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ANALYSIS
Request from Narok:

Community Member Barb Mackraz, local head of Oliveseed Kenya Trust, has been active with the community in this part of Kenya for many years and has an established relationship with many community partners there. She brought her recommendation for Narok as a Friendship City to Neighbors Abroad to consider recommending to the City as the City’s first Friendship City. Neighbors Abroad’s Board reviewed this request and recommended it for City Council approval at their March 5, 2024 Board meeting. The Mayor, Vice Mayor, and City Council liaison to Neighbors Abroad all subsequently endorsed and supported the recommendation.

Goals of the Narok Program:

1. To promote and expand the mutually beneficial cooperation between the people of Palo Alto and Narok, Kenya

2. To promote sustainability and literacy
The Narok program is expected to involve student exchanges organized through Oliveseed as well as joining the conversation with Palo Alto and our existing Sister and Sibling City partners regarding sharing sustainability best practices. Narok would participate in any future sustainability summits and will coordinate their visits through Neighbors Abroad.

About Narok, Kenya:

Attachment B contains detailed information about Narok that includes images and further description of the community. Narok is the capital city of the Narok County region of Kenya, home to the Maasai Mara in southwest Kenya; it is the largest city on the way to Maasai Mara National Reserve from Nairobi. It became a municipality in October 2019 due to the rapidly growing population. Narok’s population is around 45,000 people that are mostly Maasai. The Maasai are an indigenous community who have lived sustainably with nature and wildlife for millennia. The Narok economy benefits from agriculture, livestock keeping, mining, and tourism. The broader Narok County is responsible for the production of most of Kenya’s barley and wheat. According to the Narok County website, the county is also the second largest producer of maize and a major producer of beef and milk. In addition, Narok has a vibrant horticulture sector and a sugar growing belt in the Mara region. The Friendship City with Narok allows Palo Alto to partner with the City and County of Narok, Kenya.

The Neighbors Abroad lead for Narok, Kenya (Barb Mackraz) has been active with the Narok community for many years. She and her cofounder of Oliveseed Kenya Trust (nonprofit in the Maasai Mara) are both lifelong advocates and activists on education and environmental conservation. This is fitting for the Narok area because the region is affected by climate change.

The focus on education, sustainability, and conservation with Narok aligns with City Council priority areas. An example of a celebration in Narok at a local Narok school can be seen here:
https://www.facebook.com/oliveseed.org/videos/1326680617784738/.

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The Friendship City Agreement with Narok (Attachment A) is a three- (3-) year agreement and would expire in 2027 without further City Council action. Neighbors Abroad will provide the City Council with a report about Sister Cities, Sibling City, and Friendship City efforts every two (2) years as included in the City Council motion to adopt the Friendship City Program.

Update to the Review Process:

As referenced in the Background Section of this report, staff is suggesting a slightly modified process for future Friendship City review. This slightly modified process will inform the full City Council of the requests sooner in the process and also allow staff to provide any needed contextual information early in the process, where necessary. The slightly modified process staff will practice going forward is as follows (updated process):

1. Share all Friendship City requests with the Neighbors Abroad President, the City Mayor, City Manager, and City Council Liaison for Neighbors Abroad. (This would be for anyone at the City or Neighbors Abroad who formally receives a Friendship City request).

2. City staff will inform the City Council of the Friendship City requests that are going to the Neighbors Abroad Board for review.

3. City staff will discuss the requests with the Neighbors Abroad President in context of all Friendship Cities, Sister Cities, and Sibling City.

4. Neighbors Abroad Board will review the requests and make a recommendation (affirmative recommendation or denial recommendation).

5. Review and endorsement by the City Council liaison for Neighbors Abroad.

6. Review and endorsement by the Mayor and Vice Mayor.

7. Full City Council review of the recommendation from the steps above (through a Consent agenda item prepared by City staff including relevant materials and reference to the other existing agreements).

Staff will implement this new process going forward after the City Council approval of this Consent item to accept Narok, Kenya as the City’s first Friendship City.

Of note, the City has also been contacted with inquiries for new relationships from the following cities: Svendborg, Denmark; the Ivory Coast; a city in Morocco; Nanjing, China; Dun Laoghaire, Ireland; and Scalia, Italy.

FISCAL/RESOURCE IMPACT
There is no new fiscal impact to accommodate this request. Neighbors Abroad will handle within existing financial allocations for administrative support and support for delegation hosting which could be used in relationship with the new Friendship City of Narok, Kenya. The ongoing relationship will be managed by Neighbors Abroad though staff anticipates that delegation visits would still require some amount of staff time to participate and help Neighbors Abroad coordinate details related to the City officials and staff participating.

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STAKEHOLDER ENGAGEMENT
As required by the established review process, this request for a Friendship City with Narok, Kenya went through the Neighbors Abroad Board, the Mayor, the Vice Mayor, and the City Council liaison to Neighbors Abroad before being presented to the City Council for adoption.

City staff also reviewed the request.

ENVIRONMENTAL REVIEW
This is not a project.

ATTACHMENTS
Attachment A: Friendship City Agreement for Narok, Kenya Attachment B: Information about Narok, Kenya
APPROVED BY:

Ed Shikada, City Manager
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AN AGREEMENT FOR THE ESTABLISHMENT OF

A FRIENDSHIP CITY RELATIONSHIP BETWEEN

NAROK, KENYA
AND

PALO ALTO, CALIFORNIA (USA)
In accordance with authorization from the City Council of Palo Alto and the approval of the Mayor of Palo Alto, California, and Narok, Kenya, it is declared that a “Friendship City Agreement” between the two cities is established for the following purposes:

1.To promote and expand the mutually beneficial cooperation between the people of Palo Alto and Narok, Kenya

2.To promote sustainability and literacy.

This Friendship City Agreement is effective when this document has been duly executed by the Mayor of Palo Alto and the government of Narok, Kenya, and shall remain in effect for three years from the effective date. The Agreement may be extended upon mutual agreement of the cities.
______________
Greer Stone
Mayor, City of Palo Alto
California, USA
_______________
Narok City,
Narok County
Kenya
Dated_________________
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Information on Narok, Kenya (shared by Neighbors Abroad)

Narok is the capital city of the Narok County region of Kenya, home to the Maasai Mara in southwest Kenya. The Maasai are an indigenous community who have lived sustainably with nature and wildlife for millennia. They are pastoral and primarily herd cattle. Narok City has a population of approximately 45,000. The wildlife area, Maasai Mara National Reserve, the seat of the annual Great Migration of wildebeests, is not far from Narok City and is managed by the County government, thus the County is the lead for tourism and wildlife conservation. Narok City is also home to Maasai Mara University, known for its conservation, tourism, and wildlife programs. Through the NGO Oliveseed Foundation, members of the Palo Alto community have had a relationship in the Maasai Mara since 2017, working on pillars of literacy, community empowerment and sustainability.

The City of Narok formed a committee to explore a Friendship City agreement with Palo Alto in March 2023 and are hopeful to see approval of the relationship. The local head of Oliveseed, Barb Mackraz, has formed a committee here in Palo Alto to work within Neighbors Abroad and facilitate the relationship. Ms. Mackraz has joined the Board of Neighbors Abroad and will co- chair the Narok committee with Barbara Newton, an existing member of the Neighbors Abroad Board. Ms. Mackraz is the Founder & CEO of the Oliveseed Foundation (based in Palo Alto); Co- founder, Oliveseed Kenya Trust; Longtime Palo Altan and member of Neighbors Abroad.

Narok, through Oliveseed, is already in the planning stages of student exchanges through Hidden Villa, which Neighbors Abroad could support without bearing the burden of running.

The areas in which Narok wishes to connect with Palo Alto are sustainability and literacy.

Regarding sustainability, Narok looks forward to joining the connection already established and running between Palo Alto and its 8 Sister Cities and Sibling City in promoting and sharing knowledge regarding sustainability practices. A representative of their government joined the first SustainCity Summit with Palo Alto’s other Sister Cities in October 2023. Regarding literacy, Narok envisions extending its current youth writing projects to Palo Alto youth and perhaps beyond into the youth of our other Sister Cities and the Sibling City, with cross-cultural essay and story projects. On the next page, there are two images of posters celebrating the people of Narok and a photo of children at a school and priorities carried forward through Oliveseed.

Such a relationship will comport with Neighbors Abroad's mission of fostering Palo Alto's domestic and international engagement throughout the world, creating the first relationship with a city in the continent of Africa as well as the country of Kenya. Different from a Sister City relationship, a Friendship City Agreement would be limited to three years, subject to Council renewal. The Agreement allows for a test of time, and if the relationship waivers, the agreement would not be renewed.

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Information about Narok,
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Here are images from a recent presentation from Oliveseed Kenya Trust about Narok and the efforts being led by Oliveseed.

Images:

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Kenya

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Map of the Narok Region:

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: June 17, 2024
Report #:2404-2861
TITLE
Approval of a Funding Agreement with Federal Railroad Administration to Receive $6 Million for the Preliminary Engineering and Environmental Documentation Phase for the Grade Separation Projects at Churchill Avenue, Meadow Drive, and Charleston Road crossings. CEQA status – statutorily exempt per CEQA section 15262; this funding agreement will partially fund CEQA/NEPA review of the grade separation projects.

RECOMMENDATION
The Rail Committee and Staff recommends that the City Council approve the funding agreement with the Federal Railroad Administration (FRA) under its Rail Crossing Elimination program to provide the City with $6 Million towards Preliminary Engineering and Environmental Documentation Phase to be completed by June 2027 for Grade Separation Projects at Churchill Avenue, Meadow Drive, and Charleston Road crossings and authorize the City Manager or his designee to execute the funding agreement. The remaining $14 Million in funding is anticipated from non-federal funding sources of the Santa Clara County 2016 Measure B Grade Separation funding.

EXECUTIVE SUMMARY
The Connecting Palo Alto Rail Grade Separation Project involves grade separation at four at-grade crossings; however, the city has been diligently working actively at the three crossings of Churchill Avenue, Meadow Drive, and Charleston Road. The Office of Transportation Staff submitted an application requesting a $6.0 Million Federal Grant from the Rail Crossing Elimination Program for a contribution towards Preliminary Engineering and Environmental Documentation preparation in October 2022, with the remaining $14.0 Million required from the non-federal funding and is currently anticipated from the Santa Clara County Measure B Grade Separation Fund. This phase is planned to be completed in three years ending in June 2027. On May 23, 2024, the Rail Committee reviewed and unanimously recommended the proposed draft of FRA funding Agreement for approval to the City Council. However, FRA has yet to finalize this agreement. Therefore, staff will provide the FRA agreement as a supplemental report. Staff Item 15
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recommends that the City Council approve the Funding Agreement with the Federal Railroad Administration and authorize the City manager or their designee to execute the agreement.

BACKGROUND & ANALYSIS
The Caltrain commuter train service owned and operated by Peninsula Corridor Joints Powers Board (PCJPB) runs north-south along Alma Street in Palo Alto. There are currently seven major throughfares where people and vehicles cross along this corridor in Palo Alto. Three of these crossings are already grade-separated, however, the other four (Palo Alto Avenue, Churchill Avenue, Meadow Drive, and Charleston Road) cross the tracks at the same level. Alma Street runs parallel to the rail corridor thereby creating intersections that are controlled by traffic signals adjacent to the train tracks at these crossings.

Caltrain plans to run electric trains on a more frequent schedule and implement its 2040 Business Plan. Therefore, traffic congestion is expected to increase at these existing at-grade locations and adjacent intersections. In the event, that the City does not pursue safety and mobility improvements, a total gate downtime of 9 minutes during peak hours is expected with electrification, which is 15% of the peak hour time. These queues will only get longer with the implementation of Caltrain’s 2040 plan and will create congestion and safety issues.

Therefore, the City has initiated the Connecting Palo Alto Project and is actively pursuing the conceptual design for the grade separations at Churchill Avenue, Meadow Drive, and Charleston Road crossings. Over the past two years, the Rail Committee has provided a significant review and direction to staff in review of the conceptual design that includes the refinements to underpass alternatives, preliminary geotechnical analysis, traffic and circulation studies, noise and vibration analysis, four tracking segments, the Council Adopted Criteria, and Caltrain staff comments, and proposing possible solutions, etc. On April 16, 2024, the Rail Committee (Staff Report 2402-26751), after reviewing the work completed to date, the project will include Partial Underpass Alternative as preferred alternative for Churchill Avenue crossing and Hybrid and Underpass Alternative to continue for Meadow Drive and Charleston Road for advancing grade separation alternatives into the Preliminary Engineering and Environmental Documentation Phase. The Rail Committee in its recommendations included review of components such as optimizing bicycle pedestrian crossings and minimizing right of way impacts during the early stages of the Preliminary Engineering phase.

The Connecting Palo Alto Grade Separation Project is a significant infrastructure project with project costs expected to be well above $500 Million for the three crossings at Churchill Avenue, Meadow Drive, and Charleston Road. Therefore, City Staff continuously strive to seek grant funding from various federal and state programs. In October 2022, staff applied for Federal 1 Rail Committee, April 16, 2024; Agenda Item 1, SR# 2402-2675 https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=14249 Item 15
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Funding under the Rail Crossing Elimination Program that was developed by the Federal Railroad Administration under the Infrastructure Investment and Jobs Act (IIJA). The project was selected for $6.0 Million in Federal assistance towards the Preliminary Engineering and Environmental Phase. The remaining contribution of funding of $14 Million is supplemented by the voters- approved 2016 Santa Clara County Measure B Funding dedicated for Grade Separations in Santa Clara County which includes the project crossings. This phase is planned to be completed in three years ending in June 2027. The Measure B Grade Separation funding is managed by the Santa Clara Valley Transportation Agency (VTA).

ANALYSIS
Office of Transportation staff has been working with Federal Railroad Administration and Caltrain Staff in developing the Funding Agreement. Following the City Council Study Session on April 29, 2024, (Staff Report 2402-25932) the Rail Committee on May 23, 2024 unanimously recommended approval of the proposed funding agreement with Federal Railroad Administration (Staff Report 2404-29523). However, FRA has yet to finalize this agreement. Therefore, staff will provide the FRA agreement as a supplemental report to the City Council.

The staff report presents the proposed Funding Agreement with the Federal Railroad Administration for the City Council Approval. The major terms of the agreement are as follows:

Project Scope: Preliminary Engineering and Environmental Documentation for Churchill Avenue, Meadow Drive, and Charleston Road Grade Separation
Federal Railroad Contribution (30%) - up to $ 6.0 Million Non-Federal Fund Contribution (70%) - up to $14.0 Million Expected Date of Execution - July 2024
Expected Completion Date - June 30, 2027
The corridor serves the Caltrain passenger commuter trains, the Union Pacific Railroad freight service, and plans to serve the future California High-Speed Rail services. The railroad right of way is maintained and operated by the Peninsula Corridor Joints Power Board (PCJPB) and has operating and maintenance agreements with other existing and planned service operators.

Therefore, PCJPB will serve as the lead implementing agency and will play a major role in the design and construction of this grade separation project. 2 City Council, April 29, 2024: Agenda Item 2, SR# 2402-2593 https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=14249 3 Rail Committee, May 23, 2024, Agenda Item 1, SR# 2404-2952 https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=5c311e03-48fa-423e-8eda-b96d0809d0dc Item 15
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Depending upon the City Council selection of the preferred alternatives, the early work on the conceptual plans will be performed to refine these alternatives that will also include developing alternatives at 15% level of engineering design for the selection of preferred design to move forward into the development of 35% design for the Preliminary Engineering phase and complete the environmental documentation and seek environmental clearance under California Environmental and Quality Act (CEQA) and National Environmental Protection Act (NEPA).

Staff is also working with the three agencies that are Santa Clara County Valley Transportation Authority (VTA), Peninsula Corridor Joints Powers Board (PCJPB) also known as Caltrain, and the City of Palo Alto to develop a three-party cooperative agreement. This agreement will formalize the roles of each agency for the preparation of Preliminary Engineering and Environmental documentation and funding from the Measure B Grade Separation funding. Staff will bring this agreement for the rail committee review and approval of the City Council in near future.

FISCAL/RESOURCE IMPACT
Funding for this agreement is programmed in the 2024-2028 Capital Improvement Plan in the Meadow Drive and Charleston Road (PL-24000) and Churchill Avenue (PL-24001) Rail Grade Separation and Safety Improvements projects. The total anticipated cost for the Preliminary Engineering and Environmental Documentation Phase is estimated at $20 Million. The Federal Railroad Administration will fund 30% of the cost up to $6.0 Million and the remaining $14 Million is expected to be funded through Santa Clara County Measure B Grade Separation funding through a separate agreement with Santa Clara Valley Transportation Agency. Funding for possible amendments to the agreement and/or future agreements as discussed in the Discussion section will be requested through budget amendments as needed or appropriated through the annual budget process.

STAKEHOLDER ENGAGEMENT
The Rail Committee and the City Council meetings are open to the public, offering community members opportunities to provide comments and feedback. The Rail Committee meetings are regularly conducted, and their information is posted on the City Calendar. Residents who have subscribed to City Meetings notifications receive notifications about the Rail Committee meetings. Additionally, notifications about the Rail Committee and the City Council meetings are disseminated through the City’s YouTube Channel. The Transportation Department also provides updates on City projects, including Rail Grade Separation projects, in the Transportation Connect Newsletter and, on the project’s, ConnectingPaloAlto.com website. As part of the next steps, staff sent postcards to the community including all frontage residents in the project boundaries for outreach and public information sharing in advance of the City Council Study Session on April 29, and the May 23 Rail Committee and June 10 Council meetings. City also issued a rail blog “Stay on the Track” providing the latest rail news and details about the project updates. This rail blog is hosted on the City’s main webpage and is communicated through various city channels.

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ENVIRONMENTAL REVIEW
The proposed action is part of a planning study for a possible future action, which has not been approved, adopted, or funded and is therefore exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15262. The future decision to approve the construction of any one of the identified potential alternatives would be subject to CEQA and require the preparation of an environmental analysis. The project plans to enter the Preliminary Engineering and Environmental Documentation Phase and will conduct an environmental review pursuant to CEQA and NEPA requirements.

ATTACHMENTS
None (Funding Agreement will be provided through a supplemental report) APPROVED BY:

Philip Kamhi, Chief Transportation Official
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: June 17, 2024
Report #:2405-3093
TITLE
Adopt a Resolution to Allow Consumption of Alcohol under PAMC section 9.04.010 through December 31, 2024 in Conjunction with the 3rd Thursday Event on California Avenue; CEQA status - categorically exempt.

RECOMMENDATION
Staff recommends that the City Council Adopt a Resolution to Allow Consumption of Alcohol under PAMC section 9.04.010 on California Avenue in Conjunction with the 3rd Thursday Event for a pilot period through December 31, 2024.

BACKGROUND
Following the success of events like the Art and Wine Festival Ave and as proposed by 3rd Thursday, the City Council expressed interest in exploring the opportunities to allow open containers of alcohol (open container) on the car-free street portion of California Avenue during the 3rd Thursday event. Staff has researched options for how this could be implemented and consulted with stakeholders including the State of California’s Department of Alcoholic Beverage Control (ABC).

ANALYSIS
Through research and conversations with stakeholders, staff has identified two main options for how Council’s interest to allow open containers during 3rd Thursday could be addressed. 1) A special event permit (such as that obtained by the Palo Alto Art and Wine Festival) 2) A resolution to allow open containers passed by the City Council At this time, the 3rd Thursday organizers are able to assemble the bands and a themed element for each month but are unable to organize a more structured special event on a monthly basis. A monthly event like the art and wine festival would involve hiring their own security, ID check(s) for wristbands, and other elements necessary for ABC compliance.

The alternative discussed with ABC was a resolution from the City Council to allow open containers during specified dates and times. A resolution to allow open containers on during the 3rd Thursday event (the 3rd Thursday of each month from June 2024 to December 2024) on the car-free street portion of California Avenue from El Camino Real to Birch is attached for Council adoption. The resolution goes into Item 16
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effect immediately, and would only allow open containers on the days of 3rd Thursday events, only from 4 PM – 10 PM, and only on the car-free street portion of California Avenue from El Camino Real to Birch.

The resolution does not replace any requirements imposed by ABC for the sale of alcohol and all vendors must still comply with the terms of their ABC permits. Through conversation with ABC, they emphasized:
“Cocktails to go” are only permitted when done so in conjunction with meals. Licensees must actually serve bona fide, legitimate meals to consumers removing alcoholic beverages from the premises under the “cocktails to go” provision. Minimal food service that appears intended to circumvent this requirement are prohibited. This also means that only businesses licensed as restaurants (“bona fide eating places”) may exercise this privilege. Bars (or those licensed as “public premises”) are not authorized.

Only distilled spirits and wine are authorized under the “cocktails to go” provision. Beer is not authorized to be sold “to go” other than in manufacturer sealed containers.

It should be noted that while the Resolution addresses enforcement of alcoholic beverage consumption within a defined geographic location and timeframe, it does not address alcohol sales or transport. As such, the City will not regulate the source of any alcohol consumed within the defined boundaries.

Staff will monitor the status of this effort through its implementation and will assess any additional program needs or alterations for future discussion with the City Council.

FISCAL/RESOURCE IMPACT
No additional resources are necessary if the resolution is adopted.

STAKEHOLDER ENGAGEMENT
Staff has discussed this with representatives of California’s ABC, businesses along California Avenue, and 3rd Thursday event representatives.

ENVIRONMENTAL REVIEW
This Resolution is categorically exempt under CEQA Guidelines Sections 15301 (existing facilities); 15304(e) (minor temporary use of land having negligible or no permanent effects on the environment); 15305 (minor alterations in land use limitations); and 15323 (normal operations of facilities for public gatherings).

ATTACHMENTS
Attachment A: Resolution Authorizing Consumption of Alcoholic Beverages under PAMC

9.04.010 for Third Thursdays for a Pilot Period
APPROVED BY:

Ed Shikada
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NOT YET APPROVED
1 Resolution No. _____
Resolution of the Council of the City of Palo Alto to Authorize Consumption of Alcoholic Beverages under PAMC 9.04.010 for Third Thursdays on California Avenue

R E C I T A L S
A. Palo Alto Municipal Code (PAMC) section 9.04.010 makes it unlawful to consume any alcoholic beverage upon any street, sidewalk, highway or alley except as may be authorized by the City Council.

B. Through this Resolution, the City Council desires to authorize such consumption in conjunction with the Third Thursday street festival event on the section of California Avenue currently closed to vehicular traffic.

NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows:

SECTION 1. The City Council hereby authorizes the consumption of alcoholic beverages under PAMC section 9.04.010 upon the section of California Avenue between El Camino Real and Birch Street (the ‘designated area’) between the hours of 4:00 pm to 10:00 pm on the following days in 2024:
6/20
7/18
8/15
9/19
10/17
11/21
12/19.

SECTION 2. This authorization is subject to any conditions, regulations, or limits imposed by the City through its City Manager, any City Department, or any relevant law, permit, or condition. The City Manager may promulgate regulations of such consumption in order to ensure public safety, health, and welfare, including but not limited to regulations regarding staffing, security and law enforcement requirements, refuse/trash/recycling, and bathrooms. The City Manager is authorized to further limit the designated area and time duration than that allowed in Section 1 if necessary to ensure public safety, health, and welfare.

SECTION 3. This Resolution’s authority is limited to that which is granted under PAMC

9.04.010. It does not curtail or supersede any other applicable law, permit, or condition. It does not limit the ability of the City to issue or enforce any permit conditions that limit or forbid alcohol sales or consumption in the designated area under other laws or regulations. It does not create any right or vested interest in any person or business to sell alcoholic beverages. This Resolution shall not be interpreted to conflict with any state law, regulation, or permit condition imposed by the State of California’s Department of Alcoholic Beverage Control.

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Attachment A -
Resolution Authorizing
Consumption of Alcoholic
Beverages under PAMC

9.04.010 for Third
Thursdays for a Pilot
Period

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NOT YET APPROVED
2 SECTION 4. Environmental Review. The Council finds that this Resolution is categorically exempt under CEQA Guidelines Sections 15301 (existing facilities); 15304(e) (minor temporary use of land having negligible or no permanent effects on the environment); 15305 (minor alterations in land use limitations); and 15323 (normal operations of facilities for public gatherings).

SECTION 5. Effective Date and Sunset. This Resolution shall be effective immediately upon adoption and shall automatically sunset on the earlier of: (1) December 20, 2024 or (2) as to any section of the designated area that becomes or is open to vehicular traffic.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:
__________________________ _____________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
__________________________ _____________________________ Assistant City Attorney City Manager

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Attachment A -
Resolution Authorizing
Consumption of Alcoholic
Beverages under PAMC

9.04.010 for Third
Thursdays for a Pilot
Period

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 17, 2024
Report #:2404-2929
TITLE
Approval of 1) Increase of Construction Contingency for Contract No. C21178123B with Swinerton Builders in the Amount of $1,000,000; 2) Contract Amendment No. 4 for Contract No. S20176170 with Romig Engineers, Inc. in the Amount of $21,786 and to Extend the Contract Term; 3) Increase of Contingency for Purchase Order with Pivot Interiors Inc. in the Amount of $23,440; and 4) Authorization for the City Manager to Execute a General Services Contract for Moving Services in an Amount of up to $250,000 for the New Public Safety Building Capital Project (PE-15001); CEQA - Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)

RECOMMENDATION
Staff recommends that Council:

1. Approve an increase of construction contingency for Contract No. C21178123B with Swinerton Builders in an amount not to exceed $1,000,000 for a total contract contingency amount not to exceed $9,395,300;

2. Approve and authorize the City Manager or their designee to execute Contract Amendment No. 4 to Contract No. S20176170 with Romig Engineers Inc. to provide geotechnical services in the amount of $21,786 and a contract extension through September 30, 2024;

3. Approve an increase to the contingency for the Purchase Order with Pivot Interiors Inc. in the amount of $23,440; and

4. Authorize the City Manager or their designee to execute a future general services contract in an amount of up to $250,000 for moving services for the Public Safety Building project.

BACKGROUND
The New Public Safety Building (PSB) (PE-15001) and New California Avenue Area Parking Garage (PE-18000) are among ten key projects included in the 2014 Council Infrastructure Plan.

The PSB was identified as the plan’s highest priority project and is tied together with the parking garage project with respect to California Environmental Quality Act (CEQA). The parking garage opened in December 2020. On February 1, 2021, Council approved the award of the construction contract for the PSB to Swinerton Builders and authorized execution and delivery Item 17
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of one series of Certificates of Participation in an amount not to exceed $120 million to finance the PSB construction.1 The PSB construction is anticipated to be substantially completed in July 2024.

Romig Engineers’ services for the PSB project include evaluation of subsurface materials at the site to provide information for design and construction of excavation shoring and the seepage cut-off wall, preconstruction geotechnical services, and construction geotechnical services.

Romig Engineers contract S201761702 began on November 8, 2019. The contract term was through November 7, 2022 and was extended by Amendment No. 2 through May 18, 2023.

Amendment No. 33 was approved by Council on May 8, 2023 to extend for time only through April 30, 2024.

On June 19, 2023, Council approved a Purchase Order with Pivot Interiors in the Amount of $756,021 to provide cubicle and office furniture for the new PSB.4

ANALYSIS
The PSB is one of the most complex projects that the City has constructed to date. Given its complexity, since the PSB construction contract was awarded in early 2021, there have been numerous change orders addressing issues of unforeseen site conditions, owner requested changes, design clarifications, and required changes due to authorities having jurisdiction, which are agencies that are responsible for enforcing codes and regulations. In addition, since change order costs are based on current construction costs rather than bid amounts, the significant escalation of construction costs over the past several years has impacted the project and the use of the contingency. As of April 2024, the project has used 94% of the Council- approved contingency of $8,392,800. Due to the multiple issues and clarifications, the contingency usage is anticipated to go beyond the City’s typical “10% of the construction contract amount” contingency authorization. A reallocation of $1 million from the project’s non-construction budget to the construction contingency is recommended to provide enough contingency authorization to continue to evaluate and process valid change orders as the project nears completion.

Due to the length of time it has taken to construct the PSB, additional funding is needed for existing contracts.
1 City Council, February 1, 2021; Agenda Item #4, SR #11752, https://www.cityofpaloalto.org/files/assets/public/v/3/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-11752.pdf
2 Romig Engineers Inc., Geotechnical services for Public Safety Building, S20176170, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/romig- engineers-inc.-s20176170_-psb_final.pdf
3 City Council, May 8, 2023; Agenda Item #5, SR #2304-1272, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/sr2304- 1272-5.8.2023-pe-15001-psb-romig-contract-amendment.pdf 4 City Council, June 19, 2023; Agenda Item #9, SR #2304-1375, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/sr2304- 1375-6.19.2023-pivot-one-workplace-purchase-orders.pdf
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•For Romig’s contract (Attachment A), additional funding of $21,786 is needed for additional geotechnical inspections including observing and testing subgrade, retesting as required, and inspection of unforeseen conditions. The resulting total contract not to exceed amount is $131,478, with the contract ending on September 30, 2024. •For the Purchase Order with Pivot Interiors (Attachment B), the original contract approved by Council on June 19, 2023 included base services of $687,292 and $68,729 for contingency. The existing contingency has been used for storage fees due to the delays in PSB completion. The additional $23,440 in contingency is for prevailing wage increases and additional storage fees until the furniture installation is completed in summer 2024, for a new total not to exceed contract of $779.461. •For the moving general services contract, staff is finalizing the move-in schedule for the PSB and expects to release an invitation for bids in June and award a contract in mid- July to maintain the PSB schedule. Staff is requesting authorization for the City Manager to execute the moving services contract as the contract will need to be in place prior to Council returning from its break in August.

FISCAL/RESOURCE IMPACT
Funding for the increase in contingencies and the contract amendment recommended in this report is available in the Fiscal Year 2024 Adopted Capital Improvement Program budget for the Public Safety Building project (PE-15001). These actions do not increase the overall PSB project budget approved by Council when the construction contract was approved in 2021, as savings realized in the furniture, fixtures, and equipment budget items are available to cover the increased costs.

STAKEHOLDER ENGAGEMENT
Staff provides monthly updates on PSB construction through the PSB’s project webpage and newsletter.

ENVIRONMENTAL REVIEW
An Environmental Impact Report for the PSB and the New California Avenue Area Parking Garage was prepared and was certified by Council on June 11, 2018, by adoption of Resolution No. 97725

ATTACHMENTS
Attachment A: Romig Contract S20176170, Amendment No.4
Attachment B: Purchase Order with Pivot Interiors, Inc.

APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
5 Resolution 9772, https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso- 9772.pdf?t=40475.53
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Vers.: Aug. 5, 2019

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AMENDMENT NO. 4 TO CONTRACT NO. S20176170

BETWEEN THE CITY OF PALO ALTO AND
ROMIG ENGINEERS, INC.

This Amendment No. 4 (this “Amendment”) to Contract No. S20176170 (the “Contract” as defined below) is entered into as of June 10, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and RO MIG ENGINEERS, INC., a California corporation, DIR Registration #1000056882, located at 1390 El Camino Real, 2nd Floor , San Carlos, CA 94070 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively herein as the “Parties”.

R E C I T A L S

A. T he Contract (as defined below) was entered into by and between the Parties hereto for the provision of professional geotechnical services for a new Public Safety Building (PSB), as detailed therein.

B. The Parties entered into Amendment No. 1 to update the Schedule of Rates Exhibit C-1, as detailed therein.

C. The Parties entered into Amendment No. 2 to extend the contract term for six (6) months through May 18, 2023, at no additional cost payable by the City, as detailed therein.

D. The Parties entered into Amendment No. 3 to extend the contract term for eleven (11) months through April 30, 2024, at no additional cost payable by the City, as detailed herein.

E. The Parties now wish to amend the Contract in order to retroactively extend the contract term for five (5) months through September 30, 2024, update the Scope of Services and increase the compensation by twenty -one thousand seven hundred eighty -six dollars ($21,786) from one hundred nine thousand six hundred ninety -two dollars ($109,692) to a new total not- to-exceed compensation amount of one hundred thirty -one thousand four hundred seventy - eight dollars ($131,478), as detailed herein.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean C ontract No. S20176170 between CONSULTANT and CITY, dated November 8, 2019, as amended by:

Amendment No. 1, dated November 2, 2021
Amendment No. 2, dated November 9, 2022
DocuSign Envelope ID: 032E3D48-D3AD-4A7D-A44A-929C20F72AF0 Item 17
Attachment A - Romig
Contract S20176170,
Amendment No.4

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Amendment No. 3, dated May 8, 2023

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Term. Section 2 of the Contract is hereby amended to read as follows:

“The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached at Exhibit “B ,” but in no event later than September 30 , 2024, unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:

“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses specified in Exhibit “C”, shall not exceed Twenty-Two Thousand Four Hundred Forty-Eight Dollars ($22,448) for contract year 1 (from full execution through October 23, 2020) and Ninety -One Thousand One Hundred Eighty-Two Dollars ( $91,182) for contract year 2 and contract year 3 combined (October 24, 2020 through September 30, 2024), for a total not to exceed amount for Basic Services and any specified reimbursable expenses of One Hundred Thirteen Thousand Six Hundred Thirty Dollars ($ 113,630) for all three contract years plus contract time extensions .

CONSULTANT agrees to complete all Basic Services, including and specified reimbursable expenses, within this amount. In the event Additional Services (defined below in this Section) are authorized, the total compensation for Additional Services and Optional Additional Services (defined in Exhibit “C”) shall not exceed Two Thousand Two Hundred Forty-Four Dollars ($2,244) for contract year 1 (defined above in this Section) and Fifteen Thousand Six Hundred and Four Dollars ($15,604) for contract year 2 and contract year 3 (defined above i n this Section) combined, for a not to exceed amount for Additional Services and Optional Additional Services of Seventeen Thousand Eight Hundred Forty-Eight Dollars ($17,848) for all three contract years.

The total compensation for Basic Services, any re imbursable expenses specified in Exhibit “C”, Additional Services and Optional Additional Services shall not exceed ($24,692) for contract year 1 and One Hundred Six Thousand Seven Hundred Eighty-Six Dollars ($106,786) for contract year 2 and contract year 3 combined, for a total not to exceed amount of One Hundred Thirty One Thousand Four Hundred Seventy -Eight Dollars ($ 131,478) for all three contract years plus contract time extensions. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement.

Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services and Optional Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services or Optional Additional Services performed without the DocuSign Envelope ID: 032E3D48-D3AD-4A7D-A44A-929C20F72AF0 Item 17
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prior written authorization of CITY. “Additional Services” shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. “Optional Additional Services” is defined in Exhibit “C”.”

a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “ C” entitled “ COMPENSATION, AMENDMENT NO. 4”, AMENDED, REPLACES PREVIOUS.

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

_____________________________
City Manager

APPROVED AS TO FORM:

_____________________________
City Attorney or Designee

ROMIG ENGINEERS, INC.

Officer 1

By:_____________________________

Name:__________________________

Title:___________________________

Officer 2

By:____________________________

Name:_________________________

Title:__________________________

Attachments:

Exhibit “A”: “SCOPE OF SERVICES, AMENDMENT NO. 4,” AMENDED, REPLACES PREVIOUS Exhibit “B”: “ SCHEDULE OF PERFORMANCE, AMENDMENT N O. 4,” AMENDED, REPLACES

PREVIOUS
Exhibit “C”: “ COMPENSATION, AMENDMENT NO. 4,” AMENDED, REPLACES PREVIOUS

DocuSign Envelope ID: 032E3D48-D3AD-4A7D-A44A-929C20F72AF0 President
Lucas Ottoboni, Chief Executive Officer
Principal Engineer
Coleman Ng, Chief Financial Officer
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EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO. 4

AMENDED, REPLACES PREVIOUS

Romig Engineers, Inc. (CONSULTANT) scope of services for supplemental exploration and testing of City of Palo Alto Parking Lot C -6, preconstruction services, and construction services for the Public Safety Building, consists of the following Basic Services:

1) SUPPLEMENTAL SUBSURFACE EXPLORATION AND TESTING

a. Prepare and submit a proposed supplemental subsurface exploration plan to the City for their review and approval. The locations of cone penetration tests (CPTs) shall be proposed by Consultant subject to approval by the City. Locations should correspond with the proposed cut-off wall location. Care should be taken to avoid trees, underground utilities, and other site features. The approved exploration plan will help the City and Nova Partners notify the public regarding the subsurface exploration schedule and access restrictions to the parking lot during performance of the work.

b. Prepare and submit a drilling application and permit fees to the Santa Clara Valley Water District at least 10 days prior to subsurface exploration.

c. Mark the approved boring and CPT locations on-site and notify Underground Service Alert of our intent to perform subsurface exploration.

d. Perform subsurface exploration consisting of six CPT probes to a depth of about 70 feet, or until refusal conditions are encountered, whichever occurs at a shallower depth. The CPTs will be backfilled with grout and capped with concrete or asphalt concrete cold patch. The estimated cost must be based on prevailing wage rates. Note:
72 hours notification must be provided prior to closing parking spaces. The City of Palo Alto will provide signs that Consultant must post at each stall. Consultant will be responsible for posting the 72 hour notification, and barricading off the portions of the parking lot.

e. Preparation of a brief report presenting the results of the supplemental subsurface exploration and laboratory testing described above. Any significant differences between the original geotechnical report and subsurface conditions discovered by the supplemental exploration will be identified in this report. Data from the CPT probes will be shared electronically with the City and Nova Partners.

f. Report must be submitted by six weeks after Notice to Proceed. Include one meeting to present/discuss findings with Nova Partners, City of Palo Alto and Design Consultants.

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2) PRECONSTRUCTION SERVICES

a. Review 60% Construction Documents. Summarize comments in a letter. Assume at least 1 meeting to review Geotechnical comments. Estimated timeframe November 2019.

b. Review 90% Permit Set. Summarize comments in a letter. Assume at least 1 meeting to review Geotechnical comments. Estimated Timeframe January 2020.

c. Respond to any bidder requests for information (RFIs) related to geotechnical questions about the PSB.

3) CONSTRUCTION GEOTECHNICAL SERVICES

a. It is anticipated the following tasks will be required during the Construction Administration phase of the project:

i. Review Design-build shoring plans; summarize results in letter

ii. Observe construction of cut-off wall. Assume 20 visits, 4 hours per visit.

iii. Observe installation of soldier beams in cut-off wall. Assume 8 visits, 4 hours per visit.

iv. Review and respond to RFIs from Contractor. Assume 10 RFIs.

v. Observe installation and grouting of tie-backs. Assume 20 visits, 4 hours per visit.

vi. Witness load-testing of tie-backs. Assume 10 load tests.

vii. Review contractor installation and load-testing records

1. Prepare summary letter regarding tie-back installation and load-testing

viii. Observe and test lower-level mat subgrade. Assume 4 visits, 4 hours per visit.

ix. Observe and test miscellaneous structural fill and backfill. Assume 6 visits, 4 hours per visit.

x. Observe and test utility trench backfill. Assume 12 visits, 4 hours per visit.

xi. Observe and test foundation subgrade for at-grade improvements. Assume 6 visits. 4 hours per visit.

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xii. Observe and test subgrade and AB for on-site and off-site pavements. Assume 10 visits. 4 hours per visit.

xiii. Miscellaneous consultation requested by City and/or project team. Assume 20 hours.

xiv. Prepare construction observation summary letter at completion.

4) EXTENDED CONSTRUCTION GEOTECHNICAL SERVICES

a. It is anticipated the following remaining tasks will be required during the Construction Administration phase of the project, estimated 19 visits:

i. Observe and test subgrade at areas to receive deep plug.

ii. Observe and test subgrade and aggregate base at Jacaranda east.

iii. Observe and test subgrade and aggregate base at Jacaranda west.

iv. Observe and test subgrade and aggregate base at Jacaranda bulb out curve

v. Observe and test aggregate base at FO 473 sidewalk

vi. Observe and test aggregate base at ASI 88 sidewalk

vii. Retest compaction around curb/gutter and sidewalk per FO 443.

viii. Six (6) additional visits for non-compliant/unexpected items.

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EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4,

AMENDED, REPLACES PREVIOUS

CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT an d CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

Milestones Completion
No. of Weeks from NTP
1 Supplemental Exploration, Testing, and Report 6 weeks 2 Preconstruction Services 44 weeks
3 Construction Geotechnical Services 254 weeks

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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 4

AMENDED, REPLACES PREVIOUS

The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below.

Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.

CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.

The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including any specified reimbursable expenses, and the total compensation for Additional Services and Optional Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.

BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1: Supplemental Exploration and Testing
Prep/Coordination Exploration Plan $774
Permitting and Permit Fees $1,200
Mark CPTs/Install Signage and Barricades $2,304
Subsurface Exploration (6 CPTs) $7,400
Prepare Supplemental Report $4,000
Post Report Meeting/Discussion $820
Subtotal Not to Exceed for Task 1 $16,498

Task 2: Preconstruction Services
Review 60% Construction Documents $2,100
Review 90% Permit Set $2,100
Respond to Bidding RFIs $1,750
Subtotal Not to Exceed for Task 2 $5,950

Subtotal Task 1 and 2 Basic Services $22,448

Additional Services (per Section 4 of this Agreement) for Task 1 and Task 2 (Not to Exceed)
$2,244

Subtotal Task 1 and Task 2 Basic Services & Additional
Services Not To Exceed
$24,692

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Task 3: Construction Geotechnical Services
Review Shoring Plans $1,230
Observe Cut-off Wall $12,720
Observe Soldier Beams $5,088
Review and Respond to RFIs $1,750
Observe Tie-back Grouting $12,720
Tie-back Load Testing $4,770
Tie-back Summary Letter $1,050
Observe Mat Subgrade $2,544
Test Fill and Backfill $3,816
Test Trench and Backfill $7,632
Observe Foundation Excavation $3,816
Pavement Subgrade and AB $6,360
Miscellaneous Consultation $4,100
Construction Summary Letter $1,050

Subtotal Task 3 Basic Services $68,646

Reimbursable Expenses for Task 3 $750
Subtotal Not to Exceed for Task 3 Basic Services and
Reimbursable Expenses
$69,396

Optional Additional Services shall mean:

Additional Services (per Section 4 of this Agreement) $6,864 Miscellaneous Consultation/Senior Project Engineer $2,100 Miscellaneous Consultation/Principal Engineer $1,640
Site Specific Response Analysis (Post Software
Update)
$5,000
Subtotal Optional Additional Services $15,604

Subtotal for Task 3 Basic Services & Optional Additional Services Not to Exceed
$85,000

Task 4: Extended Construction Geotechnical Services
Subtotal Task 4 Extended Services $21,786

Maximum Total Compensation Not To Exceed $131,478

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REIMBURSABLE EXPENSES

The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in- house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are:

A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees.

B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.

All requests for payment of expenses shall be accompanied by appropriate backup information.

Any expense anticipated to be more than $200 shall be approved in advance by the CITY’s project manager. CONSULTANT shall be reimbursed for specified expenses up to an amount not to exceed Seven Hundred Fifty Dollars ($750).

ADDITIONAL SERVICES AND OPTIONAL ADDITIONAL SERVICES

The CONSULTANT shall provide Additional Services (defined in Section 4 of this Agreement) and Optional Additional Services only by advanced, written authorization from the CITY. If any Additional Services or Optional Additional Services are contemplated, the CONSULTANT, at the CITY’s Project Manager’s request, shall submit a detailed written proposal including a proposed description of the scope of services, schedule, and maximum compensation, including any reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The proposed Additional Services or Optional Additional Services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of such services. Performance of any payment for Additional Services and Optional Additional Services is subject to all requirements and restrictions in this Agreement

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"This Amended and Restated Purchase Order with Pivot Interiors, Inc., effective as of 06/10/2024, hereby amends and restates the Amended and Restated Purchase Order No. 4523000432 dated 06/30/2023 with Pivot Interiors, Inc. This Amended and Restated Purchase Order hereby supersedes that Purchase Order dated 06/30/2023."
This City of Palo Alto (City) Purchase Order agreement (PO) with Pivot Interiors pursuant and subject to Omnia agreement Contract 202000062 PH485, Sourcewell Contract no. 19Z08621 and Omnia agreement Contract R191819 & R191806 with Pivot Interiors for the procurement of Herman Miller Office furniture, project management, procurement of equipment and assembly services as detailed in this PO.

Pivot Interiors, Inc. is an authorized dealer and sub-contractor of Herman Miller, Inc.

All the furniture is fabricated specifically for the PSB. Installation is part of the original PO. However, due to delays in the completion of the Public Safety Building, Contractor has not been able to deliver any furniture in accordance with the PO and has been storing the furniture.

Storage costs were not covered under the original PO. In addition, due to the delay in completing the PSB, there is a labor surcharge due to an increase in prevailing wages from the previous quote for the PO in 2023.

Pivot Interiors, Inc. Department of Industrial Relation Registration Number is 1000018735.

This Project is subject to prevailing wages and related requirements as a Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

Community Services Department
City of Palo Alto
1305 Middlefield Road.

Palo Alto CA 94303
Ship To:

Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING

PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No. 100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email [email protected]
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER

ARRANGEMENTS ARE INDICATED HEREIN

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"public works" under California Labor Code Sections 1720 et seq. and related regulations. Contractor is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the City's Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, website (see e.g.
http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. Contractor shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including, but not limited to, Sections 1720, 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time.

DIR Registration and Other Requirements.

General Notice to Contractor.

Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

Community Services Department
City of Palo Alto
1305 Middlefield Road.

Palo Alto CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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City requires Contractor and its Subcontractors to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Additional information regarding public works and prevailing wage requirements is available on the DIR website (see e.g. http://www.dir.ca.gov) as amended from time to time.

Labor Code section 1771.1(a).

City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads:
"A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded."
DIR Registration Required.

City will not accept a bid proposal from or enter into this Construction Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

Community Services Department
City of Palo Alto
1305 Middlefield Road.

Palo Alto CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Contract with Contractor without proof that Contractor and its Subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions.

Posting of Job Site Notices; Compliance Monitoring.

City gives notice to Contractor and its Subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to compliance monitoring and enforcement by DIR.

Certified Payroll.

Contractor shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).

City requires Contractor and its Subcontractors to comply with the requirements of Labor Code section 1776, including but not limited to:
(i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its Subcontractors, in connection with the Project.

Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

Community Services Department
City of Palo Alto
1305 Middlefield Road.

Palo Alto CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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(ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its Subcontractors, respectively. (iii) At the request of City, acting by its Project Manager, Contractor and its Subcontractors shall make the certified payroll records available for inspection or furnished upon request to the City's Project Manager within ten (10) days of receipt of City's request.
0 City requests Contractor and its Subcontractors to submit the certified payroll records to the City's Project Manager at the end of each week during the Project.
(iv) If the certified payroll records are not provided as required within the 10-day period, then Contractor and its Subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof.
(v) Inform the City's Project Manager of the location of Contractor's and its Subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the City's Project Manager within five (5) business days of any change of location of those payroll records.

This PO is governed by California law without regard to conflict of law Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

Community Services Department
City of Palo Alto
1305 Middlefield Road.

Palo Alto CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Inc.

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principles. The venue for any dispute under this PO is Santa Clara County, California.

This PO by reference incorporates the following contract documents into this PO by reference as though fully set forth herein:

1. Omnia agreement Contract 202000062 PH485

2. Omnia agreement Contract R191819 & R191806

3. Sourcewell Contract 19Z08621

4. Pivot Interiors Quote 411901-01, 411901-02, 411901-03, 411901-04, 411901-05 and 411901-06

5. City of Palo Alto Purchase Order Terms and Conditions 0010 PIVOT Project Management PSB 39,073 USD 1.00 39,073.30 0020 PIVOT Freight & Install PSB 1 USD 121,956.77 121,956.77 0030 PIVOT Materials PSB 526,261 USD 1.00 526,261.33 0040 PIVOT Contingency 68,729 USD 1.00 68,729.14 0050 Addtl Strg Fees & Prvlng Wage 21,480 USD 1.00 21,480.00 -------------------------
Sub-Total 777,500.54
Sales Tax 1,960.05
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

City of Palo Alto
Account Payable
P.O.Box 10250
Palo Alto, CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Inc.

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*** ORDERING VIA EMAIL ***
**** PRICE HAS BEEN QUOTED ****
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:

City of Palo Alto
Account Payable
P.O.Box 10250
Palo Alto, CA 94303
Ship To:

Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
Total 779,460.59
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Item 17
Attachment B - Purchase
Order with Pivot Interiors,
Inc.

Item 17: Staff Report
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CITY OF PALO ALTO
GDS Rev. 06/22/2016

TERMS AND CONDITIONS OF PURCHASE
PAGE 1 OF 3
ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Seller. All shipments or services performed shall be deemed to have been made pursuant hereto. No other terms are acceptable. This P.O., including all specifications and drawings, shall constitute the entire agreement between the parties unless modified in writing by City.

CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by City shall be and remain City property and shall be held by Seller for City unless directed otherwise. Seller shall account for such items and keep them protected, insured, and in good working conditions without expense to City.

DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expense unless written authorization is issued by City.

PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or installations unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Seller at any time prior to the last delivery of goods or services covered by this P.O.

TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten (10) days notice in writing to Seller.
(1) Without Cause. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty (30) days after effective date of termination. (2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere on such terms or in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City, which is charged to City.

CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller of notice of such change. Price increases or extensions of time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager.

INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manner of shipment, completion, or any shipping or price terms contained in this P.O. All materials, supplies, services and/or installations must be furnished as specified.
(1) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies. (2) Defective, incorrect and nonconforming services and/or installations may be returned for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by City.

WARRANTY: Seller expressly warrants that all materials, supplies, services and/or installations covered by this P.O. shall:
(1) conform to the specifications, drawings, samples, or other descriptions specified by City or if none are so specified, to Seller's standard specification or the standards of the ASTM or ANSI or other national standard organizations;
(2) be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label; (3) be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous);
(4) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended);
(5) be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs.

Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained herein. (6) have good marketable title.

GOVERNING LAW: This P.O. shall be governed by the laws of the State of California.

INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an independent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including attorney's fees) arising out of , or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees, or subcontractors, Seller shall maintain such public liability insurance, including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, liabilities, claims, losses, and expenses (including attorney's fees).

Seller agrees to submit certificates of insurance, evidencing its insurance coverage when requested by City.

EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in compliance with the Equal Opportunity Clause required by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal opportunity programs.

FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such materials, supplies, services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of other customers, which were placed after this P.O.

AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party.

INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose the greater obligations upon Seller shall prevail.

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Order with Pivot Interiors,
Inc.

Item 17: Staff Report
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CITY OF PALO ALTO
GDS Rev. 06/22/2016

TERMS AND CONDITIONS OF PURCHASE
PAGE 2 OF 3
ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply with the City's Environmentally Preferred Purchasing Requirements. (1) Hazardous Waste:

Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by the Seller if the spent or discarded products are classified as hazardous or universal wastes by State or Federal regulations. Seller shall provide convenient collection and recycling services (or disposal services if recycling technology is unavailable) for all universal wastes, which originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to City staff upon request. Recycling and reuse of hazardous wastes must occur within the United States. Universal waste lists and information are available www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650) 496-6980.
(2) Zero Waste and Pollution Prevention:

Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The City must also meet Municipal Regional Stormwater Permit requirements requiring no visible impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or contractor must individually or collaboratively comply with the waste reduction, reuse and recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these requirements, the City will suffer, as a result of Seller's failure, substantial damages which are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in addition to all other damages to which the City may be entitled, in the event Seller fails to comply with the below requirements Seller shall pay City as liquidated damages the amounts specified below. The liquidated damage amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer as a result of such non-compliance.

Sellers shall adhere to the standard that all printed materials provided to the City that are generated from a personal computer and printer including, proposals, quotes, invoices, reports, and public education materials shall be double-sided, printed on a minimum of 30% post-consumer content paper or greater unless otherwise approved by the City's Environmental Services Division (650) 329-2117. Materials printed by a professional printing company shall be a minimum of 30% post-consumer material or greater and printed with vegetable based inks. Liquidated damages of $30 per document will be assessed by City for failure to adhere to this requirement.

All paper packaging must be Forest Stewardship Council (FSC) Certified.

All primary, secondary and shipping (tertiary) packaging be minimized to the maximum extent feasible while protecting the product being shipped.

All primary, secondary and shipping packaging shall be recyclable in the City's recycling program. A complete list of items accepted for recycling are found at www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the combined product and shipping cost is $235 or less will be assessed by City for failure to adhere to this requirement.

Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not be used as primary, secondary or tertiary/shipping packaging with the following exceptions:
o Primary packaging made from these materials may be used if the vendor, manufacturer, contractor individually or collaboratively does one of the following:
(a) takes the material back at the City's convenience and at no cost to the City, or (b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of $235, or a minimum of $50 if the combined product and shipping cost is $235 or less. o Bioplastics that meet ASTM D6400 standards for compostability may be accepted with approval from the City's Environmental Services Division subject to local municipal compost facility requirements.
o If approved by the City's Environmental Services Division, a packaging requirement may be waived if no other viable packaging alternative exists.

Reusable/returnable pallets shall be used and taken back by the Seller, at no additional cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the combined product and shipping cost is $262 or less will be assessed by City for failure to adhere to this requirement.
(3) Energy and Water Efficiency:

Seller shall provide products with an ENERGY STAR, Water Sense or State of California standard rating, whichever is more efficient, when ratings exist for those products. A life cycle cost analysis shall be provided to the City upon request and shall at minimum include:
first cost, operating costs, maintenance costs, and disposal costs.

Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and Utilities programs:

Hazardous Waste Program (Public Works)
(650) 496-6980
Zero Waste Program (Public Works)
(650) 496-5910
Watershed Protection
(650) 329-2117
Energy Efficiency
(650) 496-2244
(4) Liquidated Damages:

Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing Requirements will result in Liquidated Damages, according to the table marked Liquidated Damages on page 3 of this P.O.

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Attachment B - Purchase
Order with Pivot Interiors,
Inc.

Item 17: Staff Report
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Event of Non-Performance
Recycled Paper Use
Failure to use 30% recycled content paper
Recyclable Packaging Materials
Failure of Seller to use secondary and shipping packaging that is recyclable in the City's recycling program.

Expanded Foam Plastics
Unapproved use of expanded foam plastics for secondary or shipping packaging
Pallet Use
Failure of Seller to take-back and reuse pallets, recycling only broken pallets, at no additional cost to the City.

Acceptable Performance Level
(Allowed events per Fiscal Year)
1 1
0 1
Liquidated Damage Amount
$30 per each document
$235 or a minimum of $50 if the combined product
and shipping cost is $250 or less will be incurred if
this is not adhered to.
$235 or a minimum of $50 if the combined product
and shipping cost is $235 or less
$262 or a minimum of $50 if the combined product
and shipping cost is $2 or less

CITY OF PALO ALTO
GDS Rev. 06/22/2016

TERMS AND CONDITIONS OF PURCHASE
NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES:

The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and the amount of liquidated damages for failure to meet the contractually required standards of performance.

PAGE 3 OF 3
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Attachment B - Purchase
Order with Pivot Interiors,
Inc.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: June 17, 2024
Report #:2404-2845
TITLE
Approval of Contracts with US Bank and its Wholly Owned Subsidiary Elavon for General Banking, Safekeeping (Custodial), and Merchant Services for a Period of Five Years; and Approval of Contract with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute:
1) The following contracts for five-year terms, ending June 30, 2030:
a) Contract (Attachment A) with US Bank to provide General Banking Services, b) Contract (Attachment B) with Elavon, a wholly owned subsidiary of US Bank, to provide Merchant Services,
c) Contract (Attachment C) with US Bank for investment Safekeeping (Custodial) Service, and
2) The following contact for a one-year, ending June 30, 2025:
a) Contract (Attachment D) with Wells Fargo for Utility Lockbox Services.

EXECUTIVE SUMMARY
Approval of four banking services contracts and related services. will enable the City to continue operations with critical contractual services supporting the City‘s financial transactions. Administrative Services Department (ASD) issued a request for proposal (RFP) for these services in October 2023. Proposals received through the RFP indicated that the City’s current banking service fees are in alignment with the market. Considering this and after evaluating both hard costs and soft costs for potential operational transitions between providers in ASD, Utilities, and IT Departments; staff recommends that new contracts be Item 18
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executed with the City’s current service providers. The US Bank and Elavon contract will be for five years. The contract with Wells Fargo will be for one-year.

City staff plan to negotiate and execute an agreement with Wells Fargo for up to four additional years so that staff and Wells Fargo can explore customer service improvements and system efficiencies. In FY 2025, staff and Wells Fargo will evaluate whether it is feasible to implement these enhancements; staff will seek to extend Lockbox services with Wells Fargo up to an additional four years, based on performance of these enhancements. If successful, staff will return for City Council approval of this extension.

BACKGROUND
Staff last conducted a competitive solicitation for banking and related services in 2014. Details for the RFP process is discussed in staff’s report to Council on June 23, 20141. Council awarded contracts to the following financial institutions:
1) US Bank and Elavon for banking and merchant services, 2) Wells Fargo for lockbox service,
3) Commerce Bank for a new and innovative Accounts Payable bill payment service, 4) Union Bank for investment safekeeping (custodial) service, and 5) JP Morgan Chase Banks for purchase card (P-Card) service.

The Commerce Bank’s Accounts Payable bill payment implementation was halted and then discontinued as the service was unable to meet the City’s needs as was originally expected as part of their proposal. This was a cutting-edge ambitious Accounts Payable service offering, if delivered as proposed, it would have been an Accounts Payable service enhancement and improved operational efficiency. There wasn’t an alternative service provider offering this service, so the project was permanently cancelled.

On September 21, 20202, the contracts extended for to two- or three-year extension for banking services contracts and related services, extending the contracts to a total term of eight or nine years. Union Bank was acquired by US Bank in August 2021; therefore, a two-year extension was done. Once the acquisition was complete, US Bank honored the full three-year and beyond extension under the original Union Bank’s existing terms (Attachment C).

An RFP was issued in October 2023 for general banking, lockbox, and investment safekeeping services. To ensure continuity of service, while the RFP was in process, on January 16, 2024, the 1 City Council, June 23, 2014, Staff Report ID #4905:
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2014/4905.pdf
2 City Council, September 21, 2020, Staff Report ID #11402:
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020-2/id-11402.pdf
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City Council approved amendments to extend the contracts for general banking, lockbox, and investment safekeeping services3 through June 30, 2024.

ANALYSIS
Due to the embedded nature of banking services in day-to-day financial transactions of City business, it is not uncommon to see longer term contracts up to 8-10 years to ensure continuity of service and necessary strategic deployment of resources for major projects, such as Automatic Clearing House (ACH) services, auto-draft payments for utility customers, internal control or fraud features (i.e., positive pay), remote desktop (check) deposits and integrations with the City’s enterprise resource planning system, SAP.

An RFP was issued in October 20234 and three responsive proposals were received: US Bank, Wells Fargo, and JP Morgan Chase. Evaluation of the proposals was completed by ASD and Utilities and when looking at the scores of each provider, scores for general banking services had a narrow margin of 2.4 point or less than 0.4% difference. In reviewing these proposals and resulting scores, staff gained affirmation of the competitiveness of the City‘s current providers, and gained insight on new or upcoming features within services providers that can assist staff in operation day-to-days. As a result, it is recommended the City maintain current services providers with the approval of these contracts and instead better leverage the systems for enhancements and new features versus administrative overhead. JP Morgan Chase Bank contract for purchase card (P-card) services was not part of the RFP issued in October 2023. P- Card services remain with JP Morgan Chase. This is a revenue (rebate) contract where there are no service fees. Staff will review the P-card services contract in the future to evaluate the potential of other service providers.

Table 1 summarizes the proposed agreements and include a comparison of fees for the new contracts compared to fees in paid in FY 2023. These contracts are structured based on service and activity level; the City essentially controls costs via a fixed payment per service or percentage basis for merchant (credit card) services during the duration of the contracts. It is important to note that the majority of the credit card fees are attributable to the credit card (brand) networks (e.g., VISA, MasterCard, etc.). Network fees are not negotiable and the same for all service providers, so they were not included in this evaluation. Only bank fees, which are for the portal to the card networks, were evaluated. The structure of the contract terms does not include a “not-to-exceed” limit, as cost is dictated by transaction volume which can vary over time based on the City’s service needs. Staff continually monitors costs on a routine basis and in total, gross annual costs in FY 2023 for these contracts have remained at or below $95,000 annually with net costs which includes the General Banking and Lockbox bank accounts earnings offsetting or reducing the $95,000 fees by around $18,400 in FY 2023. 3 City Council, January 16, 2024, Staff Report ID # 2310-2132:
https://portal.laserfiche.com/Portal/DocView.aspx?id=70169&repo=r-704298fc&searchid=bb0a2e99-01b5-490d- 8177-b1087c5c1832
4 Banking, Lockbox, Merchant, Investment Safekeeping (Custodial) and Related Services, RFP 189279:
https://procurement.opengov.com/portal/palo-alto-ca/projects/62858/document?section=549951 Item 18
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Table 1: Summary of Banking Fees
Bank and Service
FY 2023
Actual Fees
New Agreement
Est. Annual Fee
% Chg.

Over FY
2023
Est. Fees for 5-
Years Contract
Term
US Bank:

General Banking $41,700 $25,775 (38.2%) $128,900
Elavon Processing Fee:

Merchant Services
(excludes VISA and
MasterCard network or
interchange fees)
10 cents per
transaction
or $17,600 *

0.10% of
Transaction
Amount or $54,500
based on FY 2023
activity 209.7% N/A
Wells Fargo:

Lockbox Services $24,854 $22,850 (8.1%) $114,250
US Bank:

Investment (Custodial)
Safekeeping $28,123 $30,000 6.7% $150,000
* Note: in the existing contract Elavon’s pricing was not typical in that it was not priced as a percentage of credit card charges instead of a fixed fee per transaction.

The ongoing costs for these services do not reflect the cost to implement new banking services providers. Banking costs to transition banks are estimated to be between $35,000 and $80,000 though a substantial portion of this is offset by the banks. In addition, transition costs for staff and interface changes between the bank and SAP are complex and involve multiple departments and divisions (ASD Treasury, Revenue Collections, and Accounting; Utilities Customer Service and Billing, and IT Department staff) over six months to one year. Staff recommendation to maintain services with the current bank would avoid these additional one- time costs, while allowing focus on further service improvements and enhancing customer experience.

FISCAL/RESOURCE IMPACT
The FY 2025 proposed budget, subject to City Council adoption scheduled on June 17, 2024, includes sufficient funding for these contracts in FY 2025. Future year funding is subject to Council appropriation during the annual budget process. A not-to-exceed limit is not assigned to these contracts due to the structure and netting of fees against interest earnings; fees are negotiated per unit fixed pricing and percentage basis for merchant services, based on specific services, with volume or amount (for merchant services) controlled by the City.

STAKEHOLDER ENGAGEMENT
Administrative Services staff coordinates with departments that are involved with daily banking transactions, primarily the Utilities Department, whose feedback on the service level provided by US Bank and Wells Fargo is satisfactory.

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ENVIRONMENTAL REVIEW
Council action on this item is not a project under the California Environmental Quality Act (CEQA) because the contract amendments for general banking and merchant services and lockbox services are a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2).

ATTACHMENTS
Attachment A: US Bank for General Banking Services
Attachment B: Elavon Master Services Agreement for Merchant Services Attachment C: US Bank Agreement for Investment Safekeeping (Custodial) Services Attachment D: Wells Fargo Agreement for Lockbox and Related Services APPROVED BY:

Lauren Lai, Administrative Services Director
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Second Amendment to Agreement for Banking and Merchant Services Page 1 of 1

SECOND AMENDMENT TO AGREEMENT FOR

BANKING AND MERCHANT SERVICES
This SECOND AMENDMENT TO AGREEMENT FOR BANKING AND MERCHANT SERVICES (the “Second Amendment”), dated as of July 1, 2024 (the “Effective Date”), is by and between the CITY OF PALO ALTO, CALIFORNIA (“City”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”).

WHEREAS, City and Bank entered into that certain Agreement for Banking and Merchant Services dated July 1, 2020 (the “Existing Agreement”), which had an original expiration date of June 30, 2023; WHEREAS, City and Bank entered into the Amendment to Agreement for Banking and Merchant Services dated July 1, 2023 (the “First Amendment”), which extended Existing Agreement to June 30, 2024, subject the terms described in the First Amendment;
WHEREAS, City and Bank have agreed to extend the Existing Agreement with respect to certain banking and treasury management services through June 30, 2029, subject to the terms and co nditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree to be bound as follows:

Section 1. Capitalized Terms. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Existing Agreement or the First Amendment.

Section 2. Extension of the Agreement for Banking Services. The Agreement shall be extended until June 30, 2029, but only for the general banking services listed in the attached Exhibit A, 2024 U.S. Bank Proposal for the City of Palo Alto General Banking Services (“the Banking Services”). The fees for the Banking Services shall be as stated in Exhibit A.

Section 3. Effect of Amendment. Bank and City agree that after this Amendment becomes effective, the Existing Agreement, as hereby amended, shall remain in full force and effect with respect to the Banking Services.

Section 4. Incorporation of Existing Agreement and Other Agreements by Reference; Ratification of Existing Agreement. Except as expressly modified under this Second Amendment, all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations of City and Bank under the Existing Agreement related to the Banking Services and any and all other documents and agreements entered into with respect to the rights, duties and obligations under the Existing Agreement related to the Banking Services are incorporated herein by reference and are hereby ratified and affirmed in all respects by City and Bank. All references in the Existing Agreement to “this Agreement,” “herein,” “hereof,” and similar references, and all references in any way related to the “Existing Agreement,” shall be deemed to refer to the Existing Agreement, as amended by this Second Amendment.

Section 5. Merger and Integration. Superseding Effect. This Second Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes and has merged into it all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Second Amendment shall control.

Section 6. Counterparts. This Second Amendment and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Second Amendment may be executed and delivered by pdf format via email transmission or by facsimile transmission, all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

IN WITNESS WHEREOF, City and Bank, through their respective duly authorized and acting representatives, have executed and delivered this Second Amendment.

CITY OF PALO ALTO, CALIFORNIA U.S. BANK NATIONAL ASSOCIATION By: ______________________________________ By: ______________________________________ Name: ___________________________________ Name: ___________________________________ Title: ____________________________________ Title: ____________________________________ Date: ____________________________________ Date: ____________________________________ Attachment A
1 Item 18
Attachment A - US Bank
for General Banking
Services

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Total Estimated
Annual Cost
Total Estimated
Five Years Cost
-$
-$
-$

60.00$ 300.00 $
145.05$ 725.25 $
240.00$ 1 ,200.00$
120.00$ 600.00 $
199.42$ 997.10 $
240.00$ 1 ,200.00$
-$
-$

36.00$ 180.00 $
130.00$ 650.00 $
296.00$ 1 ,480.00$

60.00$ 300.00 $
240.00$ 1 ,200.00$
216.00$ 1 ,080.00$

4.00$ 20.00$

12.00$ 60.00 $
195.00$ 975.00 $

60.00$ 300.00 $

0.63$ 3.15$
-$
-$
190.00$ 950.00 $
150.00$ 750.00 $

60.00$ 300.00 $
2,714.10$ 13 ,570.50$
-$
120.00$ 600.00 $
224.00$ 1 ,120.00$
156.08$ 780.40 $
546.95$ 2 ,734.75$

37.12$ 185.60 $
-$

58.64$ 293.20 $

46.50$ 232.50 $

6.00$ 30.00$

37.50$ 187.50 $
181.50$ 907.50 $

37.50$ 187.50 $ Returned Item Image Copies 1.500$ 25
Redeposited Returned Item 2.500$ 15
Returned Item Fax Notification 5.500$ 33
Returned Deposited Items 1.500$ 31
Returned Item Special Instruction 0.500$ 12
Reject Checks Paid (First 50 per month free; $0.60 per
item for over 50 - per Account)
$
-
317
Deposited Item 0.005$ 11,727
Paper Debits 0.050$ 10,939
Electronic Debits 0.020$ 1,856
Paper Credits 0.200$ 1,120
Electronic Credits 0.020$ 7,804
Paper Account Analysis Statement $ 12
Account Maintenance 2.500$ 48
Depository Services
Subtotal: General Account Services
SP Image Access Mo Maint 5.000$ 30
SP External Message Mo Maint (per Customer - per
Month)

5.000$ 314
SP Positive Pay Monthly Maint $ 48
SP Issue Maint Mo Maintenance 5.000$ 38
SP ACH POS Pay per Paid Item 0.025$ 25
SP Account Recon Monthly Maint $ 21
SP ACH Positive Pay Mo Maint 5.000$ 12
SP Wires Monthly Maintenance 5.000$ 12
SP Stop/Inquiry ARP-per item 0.100$ 120
SP ACH Origination Mo Maint 5.000$ 39
SP Stop Payments-per Stop 4.500$ 48
SP Stop Payments-per Revoke 4.000$ 1
SP Book Transfer Mo Maint 5.000$ 12
SP Stop Payments Mo Maint 5.000$ 48
ARP Deposit Recon Report 10.000$ 13
SP Token Monthly Maintenance 1.000$ 296
Monthly DDA Statement PDF $ 48
ACH Return and NOC Report 1.000$ 36
SP Previous Day ACH Addenda 20.000$ 12
Account Analysis Report PDF $ 12
SP Previous Day Per Acct 2.500$ 48
SP Previous Day Per Item 0.005$ 39,883
SP Current Day Per Item 0.010$ 14,505
SP Current Day ACH Addenda 20.000$ 12
General Account Services
SP Current Day Per Acct 5.000$ 12
Subtotal: Branch Coin/Currency Services
Data Normalization - per Item $ 13,646
Miscellaneous
VP Monthly Maint - per Acct $ 12
2024 US Bank Proposal for the City of Palo Alto
General Banking Services from 07/01/2024 to 06/30/2029
General Banking Services
Description of Services
Proposed US
Bank Fee Per
Unit
City
Estimated
Annual
Unit
Volume
2 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
7 Packet Pg. 192 of 946

Total Estimated
Annual Cost
Total Estimated
Five Years Cost Description of Services
Proposed US
Bank Fee Per
Unit
City
Estimated
Annual
Unit
Volume

7.00$ 35.00 $

3.00$ 15.00 $
5,125.56$ 25 ,627.80$

7.00$ 35.00 $

6,594.35$ 32 ,971.75$

720.00$ 3 ,600.00$
327.87$ 1 ,639.35$
340.00$ 1 ,700.00$

9.90$ 49.50 $

79.10$ 395.50 $
480.00$ 2,400.00 $
349.44$ 1 ,747.20$
192.00$ 960.00 $
480.00$ 2 ,400.00$

62.83$ 314.15 $
480.00$ 2 ,400.00$
226.00$ 1 ,130.00$
480.00$ 2 ,400.00$
1,287.69$ 6 ,438.45$
1,235.00$ 6,175.00 $
240.00$ 1 ,200.00$
109.29$ 546.45 $
215.50$ 1 ,077.50$
300.00$ 1 ,500.00$
120.00$ 600.00 $

7,734.62$ 38 ,673.10$

9.81$ 49.05 $

1.12$ 5.60 $
119.96$ 599.80 $
109.22$ 546.10 $

24.00$ 120.00 $
2 ,390.00$ 11 ,950.00$

15.00$ 75.00 $

36.94$ 184.70 $
3,239.78$ 16 ,198.90$
1,660.00$ 8 ,300.00$
333.00$ 1 ,665.00$
140.00$ 700.00 $
130.00$ 650.00 $

8,208.83$ 41 ,044.15$

333.00$ 1
,665.00$
846.00$ 4 ,230.00$

30.00$ 150.00 $
276.00$ 1 ,380.00$
728.00$ 3 ,640.00$

4.00$ 20.00 $

SP Internal 3.500$ 208
Cancelled Outgoing Wire 4.000$ 1
Wire Transfer Special Handling 10.000$ 3
SP Fedwire Non-Repetitive 4.000$ 69
Internal Wire Credit 3.000$ 111
Incoming Fedwire Ctp 4.500$ 188
Wire Transfers

TOTAL GENERAL ACH SERVICES
SP Unauthorized ACH Ret - per Item 7.000$ 20
SP ACH NOC Item 1.000$ 130
SP ACH Process Run 5.000$ 332
SP ACH Return Item 1.000$ 333
SP ACH On-US Item 0.020$ 1,847
SP ACH Transit Item 0.020$ 161,989
ACH Return/NOC Faxed 5.000$ 478
ACH Batch Adjustment Request 7.500$ 2
ACH Received Addenda Item 0.010$ 10,922
ACH Block Mthly Maint-per Acct 1.000$ 24
Federal / State ACH Item 0.020$ 56
ACH Received Item 0.020$ 5,998
ACH Services
ACH Originated Addenda Item 0.010$ 981
Subtotal: Account Reconcilement Services
Stale Date Maintenance 2.500$ 48
SP Payee Pos Pay Exceptions 0.500$ 431
File Level Encryption Mo Maint 25.000$ 12
Payee Positive Pay Maintenance 5.000$ 48
Payee Positive Pay-per Item 0.010$ 10,929
SP ARP Daily Outstanding Item 0.010$ 128,769
Transmission Input (Maximum $40 per Account per
Month)

5.000$ 247
SP ARP Daily Paid - per Item 0.020$ 11,300
SP ARP Daily Outstanding Maint 10.000$ 48
SP ARP Recon Outstanding Item 0.010$ 6,283
SP ARP Daily Paid Monthly Main 10.000$ 48
SP ARP Recon Reports Maint 4.000$ 48
SP ARP Recon Outstanding Maint 10.000$ 48
SP Issue Maintenance Upload - per File (First 6 Files
per Account $10 per Month; $0 for over 6
$
-
124
SP ARP Recon Report-per Item 0.010$ 34,944
SP Issue/Cancel Input 0.100$ 99
SP Positive Pay Exceptions 0.700$ 113
Full/Positive Pay - per Item 0.030$ 10,929
SP Checks Returned 20.000$ 17
Account Reconcilement Services
Full/Positive Pay Maint 15.000$ 48
Subtotal: Depository Services
Account Inquiry 7.000$ 1
Returned Item Image Advice View 1.000$ 3
Deposit Coverage 0.129$ 39,733
Returned Item Image Viewed 0.500$ 14
3 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
8 Packet Pg. 193 of 946

Total Estimated
Annual Cost
Total Estimated
Five Years Cost Description of Services
Proposed US
Bank Fee Per
Unit
City
Estimated
Annual
Unit
Volume
2,217.00$ 11 ,085.00$

75.00$ 375.00 $

99.00$ 495.00 $

20.00$ 100.00 $

21.00$ 105.00 $

14.00$ 70.00 $

21.00$ 105.00 $

250.00$ 1 ,250.00$

255.22$ 1
,276.10$
-$

0.65$ 3.25 $

255.87$ 1 ,279.35$

56.00$ 280.00 $

56.00 $ 280.00 $

0.05$ 0.25 $

2.75$ 13.75 $

2.80 $ 14.00 $

428.55$ 2
,142.75$
1,296.25$ 6 ,481.25$

16.50$ 82.50 $

1,741.30$ 8 ,706.50$

29,774.87$ 148 ,874.35$

2.50%
PRIME +4%
$ -
VARIES
20,000$
$788.06 3 ,940.30$
$30.00 150.00 $
$9.30 46.50 $
$1,800.00 9 ,000.00$
Debits Posted (Electronic Debit) $ 0.05 186
Lockbox Transmission Base ($150 per month 1st $ 150.00 12 E-Lockbox
Recoupment Monthly (Deposit Coverage) $ 0.13 6,109
Account Maintenance $ 2.50 12
Settlement Frequency (e.g., monthly, quarterly, etc.)
(The City determines the Settlement)
Loyalty Bonus (to be used within the first 12 months of contract)
Reserve Adjustment Rate
Earnings Credit Rate or Rate Methodology (%) (Bank
Managed Rate)
Negative Collected Rate (%)
Miscellaneous Information
Total
Subtotal: CVS Coin/Currency
Cash Dep Adjustment-Extended 8.250$ 2
Cash Dep-per $100-Extended 0.150$ 2,857
Cash Vault Deposit-Extended 1.250$ 1,037
CVS Coin/Currency
Subtotal: Branch Coin/Currency Services
Cash Deposited-per $100 0.050$ 1
Branch Deposit Processing Fee 2.750$ 1
Branch Coin/Currency Services
Subtotal: Tax Services
Tax Services
Tax Web Tax Payment 1.000$ 56
Subtotal: Image Services
SP Short Term Image Retrieved 0.050$ 13
SP Checks Pd per item Stored 0.035$ 7,292
Image Access Image Retrieved $ 257 Image Services
Subtotal: Zero Balance Accounts
ZBA Lead 2.000$ 7
ZBA Subsidiary 1.000$ 21
SP Fedwire Non-Repetitive 4.000$ 5
SP Internal 3.500$ 6
Internal Wire Credit 3.000$ 25
Incoming Fedwire Ctp 4.500$ 22
Zero Balance Accounts
Subtotal: Wire Transfers
4 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
9 Packet Pg. 194 of 946

Total Estimated
Annual Cost
Total Estimated
Five Years Cost Description of Services
Proposed US
Bank Fee Per
Unit
City
Estimated
Annual
Unit
Volume
$0.00
$600.00 3 ,000.00$
$252.00 1 ,260.00$
$33.25 166.25 $
$110.32 551.60 $
$7,875.80 39 ,379.00$
$7,975.80 39 ,879.00$
$2,098.81 10 ,494.05$
$1,020.00 5 ,100.00$
$720.00 3 ,600.00$
$1,200.00 6 ,000.00$
$6,185.20 30 ,926.00$
$7,105.60 35 ,528.00$
$33.00 165.00 $
$939.15 4 ,695.75$
$717.25 3 ,586.25$
$826.75 4 ,133.75$
$0.00
$0.00

$0.00
-
$6.71 33.55 $
$60.00 300.00 $
$25.23 126.15 $
$0.00
$40,412.23 $202,061.15
$70,187.10 $350,935.50TOTAL COSTS (SERVICE GROUP 1 AND 2 Subtotal: E-Lockbox (Service Group 2)
Intraday Reporting Items Reported $ 0.01 2,523
Alert Service - Email (Included above - External $ 135 Previous Day Reporting $ 2.50 12
Previous Day Reporting Items $ 0.01 1,341
Intraday Reporting Subscription $ 5.00 12
Information Services
On-line Search $ 1
WT OCR Scanline Rejects (Lbx Correspondent Only) $ 0.25 3,307 WT Mark Sense or Address Change (N/A - we do $ 35,528 WT Transmission per Item (N/A - part of per LBX $ 35,660 STD Item Processed Non Scan (Lbx - per Item) $ 0.25 132 WT Multiple Payment $ 0.15 6,261
Partial Payment (Lbx - per Item) $ 0.25 2,869
Wholetail Base (LBX Web Decisioning - per Month) $ 100.00 12 WT Checks (Lbx OCR Item) $ 0.20 30,926
Total Payment Processed (Lbx OCR Item) $ 0.20 35,528
Lockbox Value Added Keying $ 0.01 262,351
Lockbox Pkg US Mail Delivery (Package Preparation - $ 85.00 122 Lockbox Online Report Per Item (SP Lockbox Detail $ 60.00 13 Lockbox Standard Check Processed (Image) $ 0.02 5,516
Lockbox Document Scanned $ 0.10 78,758
Lockbox 7 Year Image Archive $ 0.10 79,758
Lockbox Wholesale Base $ 50.00 12
Lockbox Remit Processed Express Mail (US Mail - $ 0.15 62 Lockbox Correspondence or Rejects $ 0.25 133
Lockbox Weekend Service Base (N/A) $ 12
5 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
10 Packet Pg. 195 of 946

Your
Deposit
Account
Agreement
&
General Terms & Conditions
Electronic Transfers
Funds Availability

Effective May 10, 2021

Member FDIC
6 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
11 Packet Pg. 196 of 946

1 Frequently Asked Questions to Manage Your Account:

What common terms should I be aware of?
Definitions ........................................................................................................................................................................................................................................................ 4 What happens if my account becomes overdrawn?
Liability for Charges and Overdrafts ................................................................................................................................................................................................................. 6 Transaction Posting Order ................................................................................................................................................................................................................................ 6 Insufficient Funds and Overdrafts ..................................................................................................................................................................................................................... 9 Overdraft Handling ......................................................................................................................................................................................................................................... 10 Overdraft Protection Plans .............................................................................................................................................................................................................................. 10 Will this Deposit Account Agreement ever change?
Changes to Our Agreement with You ............................................................................................................................................................................................................. 17 How do I close my account?
Closing Your Account ..................................................................................................................................................................................................................................... 17 How can I expect to receive statements and other account communications? Statements and Notices ................................................................................................................................................................................................................................... 17 How soon can I use my funds after making a deposit?
Funds Availability: Your Ability to Withdraw Funds –
All Accounts
Determining the Availability of a Deposit – All Accounts ............................................................................................................................................................................... 23 Immediate Availability – All Accounts ............................................................................................................................................................................................................ 23 Longer Delays May Apply .............................................................................................................................................................................................................................. 23 Retail Consumer, Business
and Commercial Accounts ........................................................................................................................................................................................................................ 23 Wealth Management Accounts ........................................................................................................................................................................................................................ 23 Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts ................................................................................................................. 24 Special Rules for New Accounts – Retail Consumer and Business Accounts ................................................................................................................................................. 24 Cashing Checks .............................................................................................................................................................................................................................................. 24 Other Accounts ............................................................................................................................................................................................................................................... 24 7 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
12 Packet Pg. 197 of 946

2 Table of Contents
Terms Applicable to all Accounts
This is an Agreement ............................................................................................................................................................................................................................................. 4 Definitions ............................................................................................................................................................................................................................................................. 4 Cellular Phone Contact Policy ............................................................................................................................................................................................................................... 4 Monitoring and Recording Communications ......................................................................................................................................................................................................... 4 Waivers and Precedents ......................................................................................................................................................................................................................................... 4 Applicable Law...................................................................................................................................................................................................................................................... 4 Customer Identification Program Notice (USA PATRIOT Act) ............................................................................................................................................................................. 5 Owner’s Authority ................................................................................................................................................................................................................................................. 5 Authorized Access and Power of Attorney ............................................................................................................................................................................................................. 5 You Cannot Transfer an Account ........................................................................................................................................................................................................................... 5 Change in Authorized Signers ............................................................................................................................................................................................................................... 5 Adjustments ........................................................................................................................................................................................................................................................... 6 Retention of Documents ........................................................................................................................................................................................................................................ 6 Liability for Charges and Overdrafts ...................................................................................................................................................................................................................... 6 Transaction Posting Order ..................................................................................................................................................................................................................................... 6 Deposits ................................................................................................................................................................................................................................................................. 6 Returned Deposited and Cashed Items .................................................................................................................................................................................................................. 7 Check 21 ................................................................................................................................................................................................................................................................ 7 Substitute Checks and Your Rights ........................................................................................................................................................................................................................ 7 Copies of Documents ............................................................................................................................................................................................................................................. 7 Night Depository ................................................................................................................................................................................................................................................... 7 Checks ................................................................................................................................................................................................................................................................... 8 Endorsement Standards .......................................................................................................................................................................................................................................... 8 Insufficient Funds and Overdrafts .......................................................................................................................................................................................................................... 9 Overdraft Handling .............................................................................................................................................................................................................................................. 10 Overdraft Protection Plans ................................................................................................................................................................................................................................... 10 Refusing Payment on Your Checks ...................................................................................................................................................................................................................... 12 Funds Transfers ................................................................................................................................................................................................................................................... 12 Withdrawal Rights, Ownership of Account, and Beneficiary Designation ........................................................................................................................................................... 12 Pledges and Security Interests in Favor of Others ................................................................................................................................................................................................ 14 Accrual of Interest ............................................................................................................................................................................................................................................... 14 Stop Payments ..................................................................................................................................................................................................................................................... 15 Dormant Accounts and Escheat ........................................................................................................................................................................................................................... 15 Special Provisions for Third-Party Accounts ....................................................................................................................................................................................................... 15 Consumer Electronic Check Representment ........................................................................................................................................................................................................ 16 Checking Accounts and “Subaccounts” ............................................................................................................................................................................................................... 16 Telephone Transfers ............................................................................................................................................................................................................................................. 16 Real-Time Payments/ Prohibition on Foreign Payments ...................................................................................................................................................................................... 16 Required Signatures ............................................................................................................................................................................................................................................. 17 Changes to Our Agreement with You .................................................................................................................................................................................................................. 17 Closing Your Account .......................................................................................................................................................................................................................................... 17 Statements and Notices ........................................................................................................................................................................................................................................ 17 Return of Cancelled Checks ................................................................................................................................................................................................................................ 18 Checks, Checking Accounts and Savings Accounts with Draft Access ................................................................................................................................................................ 18 Savings Accounts ................................................................................................................................................................................................................................................. 18 S.T.A.R.T. Program Agreement ........................................................................................................................................................................................................................... 19 Time Deposits ...................................................................................................................................................................................................................................................... 20 Limit of Liability ................................................................................................................................................................................................................................................. 20 Electronic Messages and Agreements .................................................................................................................................................................................................................. 20 Levies, Garnishments and Other Legal Process ................................................................................................................................................................................................... 20 Resolving Account Disputes and Adverse Claims ............................................................................................................................................................................................... 21 Increased Costs to Maintain Your Account .......................................................................................................................................................................................................... 21 Consumer Report Disputes .................................................................................................................................................................................................................................. 21 Account Information ............................................................................................................................................................................................................................................ 21 Setoff ................................................................................................................................................................................................................................................................... 21 Security Interest in Accounts ............................................................................................................................................................................................................................... 21 Security ................................................................................................................................................................................................................................................................ 21 Resolution of Disputes by Arbitration .................................................................................................................................................................................................................. 22 Attorney’s Fees .................................................................................................................................................................................................................................................... 22 8 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
13 Packet Pg. 198 of 946

3 Funds Availability: Your Ability to Withdraw Funds – All Accounts Determining the Availability of a Deposit – All Accounts .................................................................................................................................................................................... 23 Immediate Availability – All Accounts.................................................................................................................................................................................................................. 23 Longer Delays May Apply .................................................................................................................................................................................................................................... 23 Retail Consumer, Business
and Commercial Accounts .............................................................................................................................................................................................................................. 23 Wealth Management Accounts .............................................................................................................................................................................................................................. 23 Deposits at Automated Teller Machines – Retail Consumer, Business and Commercial Accounts ....................................................................................................................... 24 Special Rules for New Accounts – Retail Consumer and Business Accounts ....................................................................................................................................................... 24 Cashing Checks .................................................................................................................................................................................................................................................... 24 Other Accounts ..................................................................................................................................................................................................................................................... 24 Additional Terms for Business Accounts
Unlawful Internet Gambling and Other Illegal Transactions ................................................................................................................................................................................. 24 Deposit of Pre-Authorized Drafts ......................................................................................................................................................................................................................... 24 Earnings Credit ..................................................................................................................................................................................................................................................... 24 Waiver of Notification of Redeposited Checks ..................................................................................................................................................................................................... 24 Facsimile Signatures ............................................................................................................................................................................................................................................. 24 Deposits ................................................................................................................................................................................................................................................................ 25 Fraud Prevention Measures................................................................................................................................................................................................................................... 25 Electronic Banking Agreement for Consumer Customers
Types of Transactions ........................................................................................................................................................................................................................................... 25 Limits on Transfers ............................................................................................................................................................................................................................................... 26 Fees ...................................................................................................................................................................................................................................................................... 27 Using Your Card for International Transactions .................................................................................................................................................................................................... 27 Advisory Against Illegal Use ................................................................................................................................................................................................................................ 27 Documentation ...................................................................................................................................................................................................................................................... 27 Preauthorized Payments ........................................................................................................................................................................................................................................ 27 Our Liability ......................................................................................................................................................................................................................................................... 27 Unauthorized Transactions and Lost or Stolen Cards ........................................................................................................................................................................................... 28 Consumer Liability for Unauthorized Transfers .................................................................................................................................................................................................... 28 Minnesota Liability Disclosure ............................................................................................................................................................................................................................. 28 Business Days ....................................................................................................................................................................................................................................................... 28 Confidentiality ...................................................................................................................................................................................................................................................... 28 Error Resolution Notice ........................................................................................................................................................................................................................................ 28 Notice of ATM/Night Deposit Facility User Precautions ...................................................................................................................................................................................... 29 Electronic Banking Agreement for Business Customers
Account Access .................................................................................................................................................................................................................................................... 29 Limits on Transfers ............................................................................................................................................................................................................................................... 29 Fees ...................................................................................................................................................................................................................................................................... 30 Using Your Card for International Transactions .................................................................................................................................................................................................... 30 Balance Requirements .......................................................................................................................................................................................................................................... 31 Unauthorized Transactions and Lost or Stolen Cards and Security ....................................................................................................................................................................... 31 9 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
14 Packet Pg. 199 of 946

4 TERMS APPLICABLE TO ALL ACCOUNTS

THIS IS AN AGREEMENT
Welcome to U.S. Bank and thank you for opening an account with us. This Agreement provides the general rules that apply to the account(s) you have with U.S. Bank (“us”) described herein. Additional rules will be provided in:

1. disclosures we give you when you open your account for example our Consumer Pricing Information and Business Pricing Information disclosure(s) and other fee disclosures (Both can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800.872.2657 to request a copy);

2. disclosures that are applicable to additional products and services (for example the Digital Services Agreement);

3. periodic statements;

4. user guides;

5. Consumer Privacy Pledge brochure;

6. any appropriate means such as direct mail and notices on or with your statement, including any statements or notices delivered electronically; and

7. disclosures we give you about ATM and Debit Card Overdraft Coverage (applicable to certain consumer accounts, refer to the Insufficient Funds and Overdrafts section on page 9 for details).

These things, together, are an agreement between you and U.S. Bank.

Please read this carefully and retain it for future reference. This brochure is revised periodically, so it may include changes from earlier versions.

By providing a written or electronic signature on a signature card or other agreement or contract, opening, or continuing to hold an account with us, you agree to the most recent version of this Agreement, which is available to you at your local U.S. Bank branch, at www.usbank.com, or by calling U.S. Bank 24-Hour Banking at a number listed on the last page of this booklet.

This Agreement represents the sole and exclusive agreement between you and us regarding the subject matter described herein and supersedes all previous and contemporaneous oral agreements and understandings. If any terms of your signature card, resolution, or certificate of authority are inconsistent with the terms of this Agreement, the terms of this Agreement will control. Any other variations to this Agreement must be acknowledged by us in writing.

If you have any questions, please call us. Our most commonly used phone numbers are printed on the back of this booklet.

DEFINITIONS
The following definitions apply in this Agreement except to the extent any term is separately defined for purposes of a specific section. • The words “we,” “our,” and “us” mean U.S. Bank National Association (“U.S. Bank”). We are a national bank. We are owned by U.S. Bancorp. • U.S. Bancorp and U.S. Bank own or control other companies, directly and indirectly. The members of this family of companies are our “affiliates.” The words “you” and “your” mean each account owner and anyone else with authority to deposit, withdraw, or exercise control over an account. If there is more than one owner, then these words mean each account owner separately, and all account owners jointly. • The term “account” means any savings, transaction (for example, checking, NOW Account), and time deposit (for example, certificate of deposit or CD) account or other type of account you have with us, wherever held or maintained. • An “owner” is one who has the power to deal with an account in his, her or its own name. An “agent,” in contrast, is one whose power to withdraw from an account comes from, or is on behalf of, the owners. Authorized signers, designated corporate officers, trustees, attorneys -in-fact, and convenience signers are examples of agents.
• Entities such as corporations, limited liability companies, partnerships, estates, conservatorships, and trusts are not natur al persons, and can only act through agents. In such cases, it is the “entity” that is the owner. • “Personal accounts” are consumer accounts in the names of natural persons (individuals). They are to be distinguished from “non-personal accounts” which are accounts in the name of businesses, partnerships, trusts and other entities. • An “account cycle” or “statement cycle” represents the period of time when your statement starts and ends. It’s approximately 30 days long but doesn’t necessarily align with the beginning and end of the month and won’t end on a weekend or holiday.

Except where it is clearly inappropriate, words and phrases used in this document should be interpreted so the singular includes the plural and the plural includes the singular.

CELLULAR PHONE CONTACT POLICY
By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications —including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider.

MONITORING AND RECORDING COMMUNICATIONS
You acknowledge and agree that we, or anyone acting on our behalf, may monitor and/or record any communication between you an d us, or anyone acting on our behalf, for quality control and other purposes. You also acknowledge and agree that this monitoring or recording may be done without any further notice to you. The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail mes sages, text messages, instant or live chat, or any other communications in any form.

WAIVERS AND PRECEDENTS
Our Agreement with you gives us rights and duties. If we don’t take advantage of all our rights all the time that does not mean we lose them. For example:
• If we make funds available to you for withdrawal ahead of schedule, that does not mean we have to do it again. • If we pay a check that is more than your account balance, that does not mean we have to do it again.

APPLICABLE LAW
Unless otherwise stated herein, your account and this Agreement will be governed by federal law and, unless superseded by federal law, by the law of the state in which your account is located. If you opened your account in person, it is located in the state in which you opened it. If you opened your account online, in the U.S.

Bank Mobile App or by telephone and you reside in a state in which we have a branch at that time (or reside within 50 miles of a branch), it is located in the state in which the branch is located. If you reside anywhere else, then your Account is located in Minnesota. 10 Item 18
Attachment A - US Bank
for General Banking
Services

Item 18: Staff Report
Pg.
15 Packet Pg. 200 of 946

5 CUSTOMER IDENTIFICATION PROGRAM NOTICE (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 who opens an account.

What this means for you
When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see other identifying documents like a driver’s license or documents showing your existence as a legal entity.

Existing customers
Even if you have been a customer of ours for many years, we may ask you to provide this kind of information and documentation because we may not have collected it from you in the past or we may need to update our records.

Failure to Provide Information
If, for any reason, any owner is unable to provide the information necessary to verify their identity, their account(s) may be blocked or closed, which may result in additional fees assessed to the account(s).

OWNER’S AUTHORITY
Each owner of a personal account, or an agent for a non-personal account, acting alone, has the power to perform all the transactions available to the account. For example, each owner or agent can:

1. make withdrawals by whatever means are available for the account;

2. make deposits by whatever means are allowed for the account;

3. obtain and release information about the account;

4. sign or authenticate any document in connection with the account (for example, an owner can endorse a check payable to a co-owner for deposit to a joint account);

5. give rights to others to access the account (for example, any owner could grant a power of attorney to have access to the account); and

6. close the account.

In addition, if you share ownership of an account with someone else (for example, you have a joint or multi -party account), then each of you can endorse items for deposit to the account on behalf of another owner. If there is shared ownership of an account, it is the intention of all owners that each of you has complete and separate access and withdrawal rights to all the funds in the account irrespective of who had deposited the funds in the account.

AUTHORIZED ACCESS AND POWER OF ATTORNEY
Each owner of your account is independently permitted to authorize someone else to access your account. For example, the following persons will have access to your account:

1. Any person listed on a signature card, resolution, or certificate of authority as being authorized to make withdrawals or transfers, by check or otherwise, from your account;

2. Any person that you authorize to make withdrawals or transfers from the account by whatever means the account allows (for example, pre-authorized withdrawals, wire transfers, ATM card, or debit card transactions);

3. Any person you give rights to act on your behalf, such as a power of attorney;

4. Any person to whom you make your checkbook or your checking account number available for purposes of transacting business on the account. We discourage this type of “authorization” because it is possible that we will detect such transactions and treat them as unauth orized. If you give any such person “authority,” we are not responsible whether we honor the transactions or dishonor them; and

5. Any person to whom you make your ATM card or debit card personal identification number (PIN) available. Although we discourag e this practice, by allowing this type of “authorization,” the person to whom you make your personal identification number (PIN) available may be able to access all of your accounts held with us by using the telephone, ATM, online or other banking access channels. If you give any person such “authority,” we are not responsible for actions they take with respect to your accounts.

We will use the word “agent” to mean any person who you authorize to act on your behalf, whether by following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example, by creating a power of attorney). If you name such an agent:

1. we may require that you use forms we approve and require each owner to sign the form to be effective;

2. the powers you give to your agent, and any limitations on those powers, are between you and your agent, even if we have expre ss written notice of those powers. You understand and agree that we have no duty or responsibility to monitor the acts of your agent or ensure that the acts of your agent are for your benefit. For example, if you only give your agent authority to pay your bills and your agent exceeds that authority, we are n ot responsible for that breach of authority;

3. you agree not to hold us responsible for any loss or damage you incur as a result of us following instructions given to us by your agent;

4. the owners of the account are responsible to us for any actions of your agent, regardless of whether those actions exceed the authority given or whether the agent is appointed by all the owners or less than all the owners;

5. the agency will end if the owner dies and we have actual knowledge of that death, or if there is more than one owner, the agency will end after the death of the last owner and we have actual knowledge of that death and, in either case, once we’ve had reasonable opportunity to act on it;

6. the agency will end after the owner notifies us in writing to end the agency and we have had a reasonable opportunity to act on it; and

7. if you authorize any third person, such as a bookkeeping service, an employee, or agent of yours to retain possession of or p repare items, you agree to assume full responsibility for any errors or wrongdoing performed or caused by such third person or any of its agents or empl oyees if we should pay any such item.

YOU CANNOT TRANSFER AN ACCOUNT
You may not transfer an account to someone else without our express written permission. This does not limit your right to acc ess your account by any permissible means.

CHANGE IN AUTHORIZED SIGNERS
Any owner, including one of the owners of a joint account, may add owners or authorized signers to an account; however, we have the right to require the signature of all owners to make the change. Only under special circumstances and subject to prior approval by us may an owner remove an other owner or authorized signer from an account.

No change in owners or authorized signers is effective until we have received written notice of the change and have had adequate time to approve and act on it. 11 Item 18
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6 ADJUSTMENTS
If we (or you, or you and us together) make an error on your account, we can fix the error without first notifying you. For example, if:
• the dollar amount of your check is paid for the incorrect amount; • a deposit is added incorrectly;
• we apply a deposit to the wrong account;
we can fix the error without any special notice to you, though such a correction will normally appear on your statement if the error and the correction occur on different business days.

For accounts coded as Consumer and Business accounts, we may not adjust for insignificant errors unless you request it. For all other account types including Corporate and Commercial accounts, we may not adjust for deposit errors of $50.00 or less unless we have agreed with you to a lower adjustment amount.

RETENTION OF DOCUMENTS
You should retain your copy of deposit receipts and other documents associated with your deposit(s). Should you claim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposits.

LIABILITY FOR CHARGES AND OVERDRAFTS
All account owner(s) are responsible to repay to us any overdraft amount and any overdraft fees charged to an account, no matter which owner caused it or why. That repayment is due immediately, and we will take it from your next deposit or whenever funds become available in your account. If there is more than one owner, each owner is separately, and all owners are jointly, responsible for an overdraft and any account fees. (This means we can collect the total from any owner(s), on any of the owner(s) accounts, but we won’t collect it more than once). For more information on overdrafts please refer to the section titled Insufficient Funds and Overdrafts.

We list the charges that you may incur on your account in separate pricing information disclosures or agreements for your account.

TRANSACTION POSTING ORDER
We reserve the right to decide the order of the items we will pay and which items will be returned (if any). Our posting orde r may not be the same as the order in which you conducted a transaction and could result in overdraft fees, if you do not have available funds at the time the item is paid. Generally, we post the following three transaction types after the close of each business day in the following order:

1. Deposits we receive before the daily cutoff time will be posted before any withdrawals. (Refer to our Cutoff Time and/or Funds Availability section for cutoff time description.)

2. Your non-check withdrawals will be posted in date/time order, based on the date and time associated with each transaction. A date and time (if one is available) will be assigned to each transaction based on one of the following: (1) when the transaction was preauthorized (for example a debit card or ATM transaction was approved); or (2) when the transaction was processed by U.S. Bank (for example an ACH, or bill pay transaction for which there is no pre -authorization). If a date and time is not available, these transactions are posted to your account after all transactions with a valid date and time or check number are complete, and posted to your account in order of amount, starting with the lowest transaction amount first (frequently referred to as low-to-high).

3. Your checks will be posted in check number order, starting with the lowest number. (For example: on Monday we may receive and post check # 107; on Tuesday we may receive check # 102 and # 105, and those would be posted on Tuesday in the order of lowest check number (e.g., # 102) posting first).

DEPOSITS
When you make a non-cash deposit to your account, we give you credit for that deposit, but that credit is provisional (temporary). If the deposit needs to be collected from another financial institution, we must be paid before the credit becomes final. After a credit is final it may still be reversed if the funds cannot be collected. See the sections titled Returned Deposited and Cashed Items and Funds Availability. All deposit receipts are issued subject to our count and verification of the items deposited. You should retain your copy of deposit receipts and other documents associated with your deposit(s). Should you cl aim that a deposit was incorrectly credited, we may request a copy of your receipt or other documents associated with your deposit.

Foreign Currency: Deposits received in a foreign currency, whether by check, wire-transfer, or otherwise, must be converted to U.S. dollars prior to being deposited into your account. U.S. Bank will convert your funds at an exchange rate established by U.S. Bank on the business day when such exchange is processed. Currency exchange rates are determined in our sole discretion based on factors such as market conditions and risk, economic and business factors. The exchange rate is an all-in rate which includes our profit, fees, costs, and charges. Currency exchange rates will be applied to these deposits without notice to you. You agree to this procedure and accept our determination of the currency exchange rates.

Foreign currency conversions can take time and exchange rates fluctuate at times significantly. You acknowledge and accept al l risk that may result from such fluctuations. Your transaction is a retail transaction. Retail foreign exchange conversion rates are different from the wholesale exchange rates for large transactions between two banks as may be reported in The Wall Street Journal or elsewhere. Exchange rates offered by other banks or shown at other sources (including online sources) may be different from our exchange rates. The exchange rate you are offered may be different from, and likely inferi or to, the rate paid by U.S. Bank to acquire the underlying currency. The exchange rate may also be different from a rate offered by U.S. Bank to a different customer, at a different time, for a different transaction amount, or in a different payment channel (checks, wire-transfers, etc.).

U.S. Bank sometimes relies on other financial institutions in the conversion process. In this event, the conversion will be i n accordance with the policies and procedures of that bank and the funds will be converted at the exchange rate determined by that bank. Any fees or charges assessed by that bank will be passed on to you. Your final credit will be adjusted to reflect that final exchange rate less all fees or charges.

Foreign Checks: Checks and other items drawn off a foreign financial institution, whether negotiable in a foreign currency or in U.S. dollars may require special funds collection processing by us. As a result, funds availability may be delayed. If you deposit such an item, you agree that we may delay funds availability a t our discretion until we are satisfied that we have received final payment of the item.

Deposits by Mail: If you make a deposit by mail, we have to receive it and have time to record it before it becomes effective. (See our Funds Availability section.) Cutoff Time: A deposit made after our daily cutoff time on a business day, or on a day we are not open for all forms of business, will be considered deposited on the next full business day. (Refer to our Funds Availability section for cutoff time description.) The cutoff time applies to all accounts (savings, certificate of deposits, payments, etc.), not just checking accounts.

Endorsement: If you make a deposit to an account and you fail to endorse the item, we may add an endorsement on any item and you will be r esponsible for the item as if you endorsed it yourself.

We can refuse to accept any item or other type of deposit, for any reason, or no reason, or impose conditions on a deposit. For example, we can treat a deposit as an “inquiry” or take an item for “collection” instead of deposit. We may also decline to accept a large cash deposit or require you to make such a deposit at a location and time of our choosing.
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7 RETURNED DEPOSITED AND CASHED ITEMS
The funds you deposit to your account are subject to normal collection processes even after we make the funds available to yo u for withdrawal (i.e., the check has “cleared”). If we do not collect the funds, or we need to return the funds, your deposit will be reversed and become your responsibility. Returned items are charged back to your account and a Return Item Advice notice is mailed to the primary account address on file.

For example:
• The deposit amount of the check is recorded incorrectly to your account. The person who wrote the check catches the error, an d reports it to their bank, who in turn reports it to us. We would reverse the incorrect portion of the deposit and correct the mistake. • A check you deposit has a forged endorsement. The person who wrote the check notices the forgery and reports it to their bank, who reports it to us. We would reverse the deposit and collection of the check would become your responsibility. • This also applies to checks we might cash for you that you don’t deposit. For example, if you bring a check to us and take ca sh back from a deposit, or we simply cash the check and if that check “bounces” (is returned to us unpaid), we can take the money from your account to reim burse us for the check and you will have to collect it through other channels.

There will be one fee posted for the sum of all Returned Deposited Item or Cashed Check fees returned within a single transaction as well as applicable overdraft fees if sufficient funds are not in your account to cover your items.

CHECK 21
Check processing is getting faster as banks begin to process checks “electronically.” We are required by law to provide the n otice in the following section (“SUBSTITUTE CHECKS AND YOUR RIGHTS”), which explains the differences between your original check (which might not be returned) and a substitute check, and your rights in the event the substitute check causes a loss that would have been avoided if the original check was still available.

SUBSTITUTE CHECKS AND YOUR RIGHTS
What is a substitute check?
To make check processing faster, federal law permits banks to replace original checks with “substitute checks”. These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of the substitute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use the substitute check as proof of payment just like the original check.

Some or all of the checks that are returned to you from us may be substitute checks. This notice describes your rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks, photocopies of original checks, or to electronic debits t o your account. However, you have rights under other laws with respect to those transactions.

What are my rights regarding substitute checks?
In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from your account more th an once for the same check).

The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, overdraft fees).

The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, w hichever is less. You are also entitled to interest on the amount of your refund if your account is an interest -bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law.

If you use this procedure, you may receive up to $2,500.00 of your refund (plus interest, if your account earns interest) within ten business days after we received your claim and the remainder of your refund (plus interest, if your account earns interest) not later than 45 calendar days after we received your claim.

We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substitute check was correctly posted to your account.

How do I make a claim for a refund?
If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please call U.S. Bank 24-Hour Banking (see last page for phone numbers) or write to us at U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St. Paul, MN 55107. You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or t he account statement showing that the substitute check was posted to your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extenuating circumstances.

Your claim must include:

1. a description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect);

2. an estimate of the amount of your loss;

3. an explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and

4. a copy of the substitute check or identifying information such as the check number and the name of the person to whom you wrote the check.

COPIES OF DOCUMENTS
We do not typically keep the original paper documents (like deposit slips) associated with your account for a long time. We image most of the documents that end up with us and destroy the paper originals. Electronic images is one type of media that is used, but as technology changes, there are and will be other imaging techniques.

You agree that such images will be sufficient for all purposes.

See the section titled CHECK 21. To facilitate check imaging and electronic check collection, it is important that you take care with the transactions you create on paper. When completing a check, you must:

1. write clearly;

2. use black or dark blue ink in the date, pay to, amount, and signature fields; and

3. use only the space provided for your part of a transaction. (See the section on ENDORSEMENT STANDARDS.) You agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check, whether due to your failure to follow these guidelines or otherwise. You also agree to reimburse us for any losses and costs we incur as a result of a poor check image caused by a deficiency in the written check that you accepted and deposited as the payee.

NIGHT DEPOSITORY
If you arrange for night depository services, you must comply with the following two rules and also comply with the rules in any separate night depository agreement.

1. Use of Containers. Each deposit placed in the depository must be contained in a sealed envelope, or in a bag or pouch that has been approved or supplied by us. Deposits are only processed to accounts held at U.S. Bank. 13 Item 18
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8 YOUR ENDORSEMENT MUST

BE WITHIN THIS AREA

2. Care. You must take appropriate care when you put the container in our night depository or other facility to make sure the container is received by us.

Our responsibility for the security of the container and the drawer or facility is to use reasonable care. This means we are not automatically liable for just any loss, only for losses that result from our own negligence, only to the extent we caused a loss, and reduced by your contr ibution to any loss. In legal terms, we are a “bailee” until the point:
• when we open the container and inventory its contents (if that is what we are asked to do); or • when you sign the receipt for or take custody of the container (if we do not open the container).

CHECKS
Post-Dated Checks. We are not responsible to you if we pay a check before its date, even if we have noticed that it is post-dated. If we, at our option, refuse to pay a check because it is presented before its date, you will have to pay, if applicable, the fee we charge for an overdraft. If you want to be sure we do not cash it before its date, you must stop its payment by following our rules for stop payments in the STOP PAYMENTS section of this Agreement and follow our procedures for revoking a stop payment request.

Stale-Dated Checks. A “stale-dated” check is one that is brought to us for payment more than six months after its date. We may pay, or refuse to pay, a check brought to us (“presented”) more than six months after its date. (The general rule is we will pay the check or may return the check for insufficient funds.) In addition, the check would be subject to an overdraft. If you do not want us to pay a stale-dated check, you must place a stop payment order on the check.

Check Legends. We are not required to honor any legends or memos you put on your checks, even if we are aware of them. By a “legend” or “mem o” we mean a message, such as “not valid for more than $50.00” or “do not pay more than ten days after date” or “paid in full”.

Check Forms. Checks are sorted and copied by high speed equipment. If you don’t buy your checks through us, you must get them approved by us or we will not be responsible if your checks do not process correctly. See the section titled COPIES OF DOCUMENTS for additional information on inks and related issues.

Deposits of Checks at ATMs
We reserve the right to refuse to credit your account for ATM deposits of the following items. If an item is refused the item or a substitute check may be returned via mail to the primary account address.

1. All the check payees are not listed on the account;

2. Checks payable to a business and the business name is not listed on the account. (Checks payable to a business must be deposited into an account that includes the name of the business on the associated account);

3. Improperly endorsed (for example, different endorser than payee);

4. Restrictive wording (on the deposited item);

5. Post-dated (greater than one day after the ATM network business day);

6. No date or incomplete date;

7. Altered in any way;

8. Photocopy of item;

9. Not signed by maker;

10. Traveler’s check with different counter signature;

11. Drawn on a foreign bank;

12. Missing the numeric amount and/or the written amount;

13. Numeric amount and written amount do not match;

14. No payee listed;

15. Federal tax refund checks not endorsed by payee or payees; and

16. Any other instrument which is not a check or negotiable instrument.

ENDORSEMENT STANDARDS
The payee of a check (the person to whom a check is payable) must sign (endorse) the check on the back in the space shown in the picture. If a check is transferred to someone else before it gets deposited or cashed, that person (the transferee) may also be required to sign the check.

Every bank that handles a check on its way to the bank that is asked to pay it also has to identify itself on the back of the check. The space for those banks is to the right of the space shown for the payee and other “holders” (see picture below).

When you endorse a check, you must:

1. clearly sign your name;

2. use black or dark blue ink if possible;

3. never use a faint color, like red, pink or any pastel, or a gel ink (these do not copy well);

4. sign near the top of the space provided, or just below any other signature in that space;

5. stay out of the area below the space for endorsers (most check forms have a line separating the endorsement area); and

6. keep any stamp within the area set aside for handwritten signatures.

The picture on this page shows you the correct endorsement area.

TRAILING EDGE

FRONT OF CHECK
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9 Why is this important?
If your endorsement of a check, or the endorsement of someone from whom you took the check, either:

1. causes a delay in a necessary notice to someone else, or

2. prevents someone from being identified quickly enough (and therefore cannot get notice or cannot get it in time).

You will be responsible for the check and the loss that occurs because it is not paid. It will then be up to you to try and recover from someone else who might be liable.

INSUFFICIENT FUNDS AND OVERDRAFTS
“Account Balance” means the funds in your account, including deposits and withdrawals made to date. Not all your transactions will be immediately reflected. As a result, only part of this balance may be available for withdrawal. “Available Balance” means the amount of money that can be withdrawn at a point in time. The Available Balance will be less than the Account Balance when there are pending transactions such as:
• Funds held from deposits: These funds have been deposited but are not yet fully available for withdrawal or transfer. Once th ese funds are available, they will be reflected in the Available Balance.
• Funds held for debit card authorizations: This reflects merchant -authorized requests for payment, when the final charge has not been submitted by the merchant. Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merchant presents the item for payment, a completion message is received, or three business days, whichever occurs first. If the debit card transaction has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no l onger be reduced by the authorization amount. Once the final charges have been received and processed, they will be reflected in the Available Balance. • Any other holds on funds in your account.

Note: The Available Balance does not reflect every transaction you have initiated or previously authorized. Items that may not be reflected in your Available Balance include, but are not limited to:
• Outstanding checks and authorized automatic withdrawals (such as recurring debit card transactions, transfers, and ACH transa ctions that we have not received for payment or processing).
• The final amount of a debit card purchase. For example, we may authorize a purchase amount from a restaurant or a gas station , but the authorized amount may be different from the final charge. Once a final charge has been received and processed, it will be reflected in the Available Balance. (Please refer to “Debit Card Transactions” subsection for more information about how these situations are handled.) • Scheduled bill payments that have not yet been processed. • Debit card transactions that have been previously authorized but not sent to us for payment from your account where we have r eleased the transaction authorization hold and the transaction is sent for payment from your account at a later date. “Insufficient funds” means you do not have enough available funds in your account to pay the withdrawals you are attempting from that account.

Having insufficient funds in your account could lead to returned items, which refers to any withdrawal or transfer that we re turn because it exceeds your Available Balance on a given day. Examples of withdrawals that could be returned may include any checks, ACH transactions, online or mobile bill payments, or any other debit from your account where we return it because it is for more than the Available Balance you have in your account at the time the transaction is presented to your account. We reserve the right to pay an insufficient funds withdrawal and overdraw your account, which may result in an Overdraft Paid Fee, or return the insufficient funds withdrawal, which may result in an Overdraft Returned Fee. Even if we’ve paid insufficient funds items before, we are not required to do it in the future. “Overdraft” means a transaction has caused the Available Balance on an account to become a negative number. An overdraft can happen, for example, • by writing a check without enough money in your checking account to pay the check, and we pay the item; • by making a withdrawal from your account that exceeds your Available Balance; • by using your U.S. Bank Debit Card for payment without enough money in your checking account to cover the amount authorized o r the amount paid to the merchant. If any debit card transaction results in a negative Available Balance at the time it is presented for payment, even if your Available Balance was positive at the time the debit card transaction was authorized, you may be charged an Overdraft Paid Fee; • by making a deposit, withdrawing money based on the credit received from that deposit, and then having that deposit reversed because the deposited item is later returned to us unpaid;
• by withdrawing money from your account and not having enough money left to pay any related charges posted to the account; • when funds are credited to your account in error and you use the funds, and the reversal of the credit results in an overdraft; or • when fees such as monthly maintenance fees are charged, and you do not have sufficient funds to cover.

Our Options: You do not have the right to withdraw funds that exceed the Available Balance on your account. When an item of yours overdraws an account, we can either pay or return the item. You cannot choose which items we pay or return, except as identified in your selection of “Overdraft Handling” (as identified later).

If we get a batch, or multiple batches, of such items in a day (for example, checks, ATM purchase transactions, and debit card purchase transactions typically come in batches), and if one, some or all of them would overdraw the account if paid, we will post items in accordance with the “Transaction Posting Order” section listed within this Agreement. This may result in processing larger dollar items before smaller dollar items, even though this would have the effect of redu cing your Available Balance more quickly.

Our Fees: We charge an Overdraft Returned Fee for each withdrawal (e.g., in-person, ATM, automatic payment, or other paper or electronic withdrawal transaction) we return because it exceeds your Available Balance on a given day. We charge an Overdraft Paid Fee for each item or transaction we pay that causes the Available Balance to become negative or occurs while the Available Balance is negative on the checking account. Any Overdraft Returned Fees or Overdraft Paid Fees are deducted from your account on the next business day. We may charge you an Extended Overdraft Fee if your Available Balance remains negative for eight consecutive days; the fee will be charged on that day or the next business day, as applicable. See the current pricing information disclosure for information on fees and how fees will be assessed. The Extended Overdraft Fee may be suspended during a fraud investigation or dispute. Once the investigation or dispute is res olved, an Extended Overdraft Fee may be assessed if the account remains negative. If you want to avoid the inconvenience and extra expense of overdraft fees, refer to the section titled “Overdraft Protection Plans” on page 10 for information.

There are some circumstances that can take your account into a negative balance where we will not charge a fee, for example:
• If certain fees such as your monthly maintenance fee are the only items that resulted in the negative balance. • If the negative Available Balance is less than our threshold. See your Consumer Pricing or Business Pricing Information disclosure for specific information. (Both can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800.872.2657 to request a copy.) Your responsibilities for overdrafts: If you have an overdraft on your account, you must deposit enough money into your account to pay both the overdraft amount and the fees we charge, and you must do so immediately. If you share ownership of your account with someone else, you are res ponsible to us for the overdraft, whether or not you personally caused the overdraft or benefited from it. 15 Item 18
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10 OVERDRAFT HANDLING
Consumer Checking and Money Market Accounts:

Most U.S. Bank Consumer checking and money market accounts come with Standard Overdraft Coverage. Under Standard Overdraft Coverage we will authorize and pay overdrafts for these types of transactions at our discretion:
• Checks and other transactions using your checking account number • Automatic bill payments
• Recurring debit card transactions, for example setting up your debit card to automatically pay a monthly gym membership. We rely on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction.

If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee. If we do not pay these transactions, we may charge an Overdraft Returned Fee.

In addition to Standard Overdraft Coverage, you have the following options outlined below.

ATM and Debit Card Overdraft Coverage:

Upon opening your U.S. Bank Consumer checking OR money market account, you will receive a notice advising you of your choice to say ‘Yes’ or ‘No’ to ATM and Debit Card Overdraft Coverage.

If you say ‘Yes’
If you choose to say ‘Yes’, you allow U.S. Bank to authorize and pay ATM and everyday debit card transactions (purchases made with your debit card on a day-to-day basis) that may cause the Available Balance in your account to become negative. If this happens we may charge an Overdraft Paid Fee.

If you say ‘No’
If you choose to say ‘No’, you do not allow U.S. Bank to authorize and pay ATM and everyday debit card transactions into a negative Available Balance. If we do not authorize and pay an overdraft your transaction will be declined and you will not be charged a fee.

In limited circumstances, your ATM or everyday debit card transaction may be processed, resulting in your Available Balance becoming negative. These situations may include, but are not limited to:
• A debit card transaction is processed for more than the preauthorized amount. For example, we may authorize a purchase amount from a restaurant or a gas station, but the authorized amount may differ from the final charge (Please refer to “Debit Card Transactions” subsection for more information about how these situations are handled.);
• A debit card transaction that obtained an authorization based on a sufficient Available Balance in your account, but is sent to us for payment later when your Available Balance is no longer sufficient to cover the item; In these situations, if you have chosen ‘No’ you will not be charged an Overdraft Paid Fee.

If you wish to discuss your options or change your account election at any time, contact a local U.S. Bank branch, call U.S. Bank 24-Hour Banking or visit usbank.com. Please be aware it may take up to three business days to implement your request.

Requested Return:

You may ask us to place your account in Requested Return status. When you select this option, you are automatically choosing to say ‘No’ to ATM and Debit Card Overdraft Coverage (refer to If you say ‘No’ for more details). In addition, we will attempt to return items which would result in an overdraft to your account such as checks, and automatic bill pay transactions.
• Note that when you select Requested Return, an Overdraft Returned Fee may be charged for returned items. You may also be charged fees by the merchant or service provider.
• Please understand we will not be able to return all items. If we pay an item, for any reason, you will be charged the applicable Overdraft Paid Fee (with the exception of ATM and everyday debit card transactions). These situations include, but are not limited to: recurring debit card transactions when a merchant had obtained an authorization for the first instance, but did not obtain a new authorization for subsequent occurren ces (for example, a monthly gym membership); or other transactions/adjustments that may be processed in accordance with our Transaction Posting Order resulti ng in an insufficient Available Balance (Refer to “Transaction Posting Order” section listed within this Agreement). We rely on the merchant to inform us if a debit card transaction is a one- time or a recurring transaction.

If you wish to select Requested Return, contact a local U.S. Bank branch or call U.S. Bank 24 -Hour Banking (see last page for phone numbers). Please be aware it may take up to three business days to implement your request.

Business Options for Checking and Money Market Accounts For Business Checking and Business Money Market accounts, we will authorize and pay overdrafts for all types of transactions at our discretion. If we pay these transactions into overdraft, we may charge an Overdraft Paid Fee. If we do not pay these transactions, we may charge an Overdraft Returned Fee.

Requested Return
You may ask us to place your account in Requested Return status. When choosing this option, we will attempt to return and/or decline items which would result in an overdraft to your account.
• Note that when you select Requested Return, an Overdraft Returned Fee may be charged for returned items. You may also be charged fees by the merchant or service provider.
• Please understand we will not be able to return all items. If we pay an item, for any reason, you may be charged an Overdraft Paid Fee.

If you wish to request Requested Return, contact a local U.S. Bank branch or call U.S. Bank 24-Hour Banking (see last page for phone numbers). Please be aware it may take up to three business days to implement your request.

Other sections: While many other sections of this Agreement relate to these issues, these sections are particularly appropriate:
• Setoff (page 21)
• Security Interest in Accounts (page 21)
• Funds Availability: Your Ability to Withdraw Funds - All Accounts (page 23) • Electronic Banking Agreement for Consumer Customers (page 25) • Limits on Transfers (page 26)
• Electronic Banking Agreement for Business Customers (page 29)

OVERDRAFT PROTECTION PLANS
Consumer Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Personal Checking Account(s) (“checking 16 Item 18
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11 account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.

U.S. Bank lets you choose which eligible accounts are linked to your checking account for Overdraft Protection, and the order in which those accounts are accessed to transfer funds to your checking account. Some eligible accounts (e.g. depository accounts) do not have Overdraft Protection Transfer fees, and if you have deposit and credit accounts linked for Overdraft Protection, the first Overdraft Protection Account determines whether a fee is charged (if any).

You can choose to link up to three eligible U.S. Bank accounts to your personal checking account for Overdraft Protection. Owner(s) who are signers on the checking account must also be signers on the account(s) linked for Overdraft Protection.

Eligible accounts include:
• U.S. Bank Savings Account or Money Market Account
• U.S. Bank Reserve Line of Credit
• U.S. Bank Credit Card
• A secondary U.S. Bank Personal Checking Account
• U.S. Bank Personal Line of Credit
• U.S. Bank Home Equity Line of Credit
• Other U.S. Bank Lines of Credit
If you have linked eligible accounts, and the Available Balance in your checking account is or would be overdrawn by $5.01 or more, the advance amount will transfer in multiples of $50.00 and an Overdraft Protection Transfer Fee may be charged (fee waived for transfers from a depository ac count). If, however, the Available Balance is or would be overdrawn by $5.00 or less, the amount advanced will be $5.00 and the Overdraft Protection Transfer Fee will be waived.

If the negative Available Balance in your checking account is caused by monthly fees, such as a maintenance fee or statement/image fee only, overdraft protection will not advance. (For example, the account is overdrawn due to a Monthly Maintenance Fee, overdraft protection will not adva nce. If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.) If the account linked for Overdraft Protection does not have enough funds to cover the overdrawn amount, the current Available Balance will still be transferred to reduce the overdrawn amount.

If there is more than one account linked for Overdraft Protection and the Available Balance of the first linked account is not enough to cover the overdrawn balance, the next linked account will transfer funds in multiples of $50.00 to cover the remaining overdrawn balance. When multiple ac counts are linked as Overdraft Protection, the first account funds are transferred from determines the amount of the Overdraft Protection Transfer Fee (if any).

For each day an Overdraft Protection transfer occurs, a Bank fee will be charged to the checking account that received the tr ansfer. (Refer to the Consumer Pricing Information disclosure Overdraft Protection Transfer Fee for fee amount. This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) While no fee will be charged to your U.S. Bank savings account or secondary checking account, U.S. Bank Reserve Line of Credit, U.S. Bank Credit Card, U.S. Bank Personal Line of Credit, or U.S. Bank Home Equity Line of Credit, for any automated advance to cover an overdraft to your associated deposit account, you will incur an interest charge according to the terms of your agreement governing your credit account. Advances on a U.S. Bank Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee. Please refer to your U.S. Bank Reserve Line of Credit, U.S. Bank Credit Card, U.S. Bank Personal Line of Credit or U.S. Bank Home Equity Line of Credit for information regarding interest charges.

When the Bank accesses funds from an eligible line of credit or credit card, these types of transfers may be subject to addit ional charges such as annual fees. In addition, you may be subject to interest that will accrue on the amounts advanced in accordance with your line of credit or cardmember agreement.

Business Banking Overdraft Protection
U.S. Bank offers Overdraft Protection Plans to help you avoid the inconvenience of having a check returned, and/or a debit card purchase rejected, resulting in the expense of overdraft fees. These Overdraft Protection Plans allow an eligible account to be linked to a U.S. Bank Busines s Checking Account(s) (“checking account(s)”) to cover overdraft situations when the Available Balance is insufficient to cover checks presented for payment and/or Available Balance has been reduced due to pending authorized debit card transactions, as specified in subsection “Debit Card Transactions”.

U.S. Bank lets you choose which eligible accounts are linked to your checking account for overdraft protection. Only one deposit product and one credit product may link to a business checking account. If the checking account has both a credit product and a deposit product linked as overdr aft protection, the system will always advance first from the credit product. Funds only draw from the deposit product if the credit product has insufficient available funds.

The name of the business on the business checking account must match the name of the business on the business credit overdraft protection plan account. The name(s) of the account signer(s) on the business checking account may also be required to match the account signer(s) on the business Overdraft Protection Plan account.

Eligible accounts include:
• U.S. Bank Business Savings or Money Market Account
• A secondary U.S. Bank Business Checking Account
• U.S. Bank Business Reserve Line of Credit
• U.S. Bank Business Credit Cards
• U.S. Bank Cash Flow Manager or Advantage Line
• If you have a U.S. Bank Business Savings, Business Money Market account, or secondary U.S. Bank Business Checking account lin ked as Overdraft Protection, any automatic advances will be in $200.00 increments made to cover the overdraft. Automated transfers from a U.S. Bank deposit account are not assessed Overdraft Protection Transfer Fees.

If you have a U.S. Bank Business Reserve Line of Credit linked as overdraft protection, any automatic advances will be in $20 0.00 increments made to cover the overdraft. Please refer to your U.S. Bank Business Reserve Line Agreement for information regarding interest charges.

U.S. Bank Business Credit Card linked as overdraft protection, any automatic advances will be in $25.00 increments made to cover the overdraft. Advances on a U.S. Bank Business Credit Card Overdraft Protection Plan account are subject to the standard cash advance interest rate, as well as the current cash advance fee.

Each time an overdraft protection transfer from a Business Reserve Line or a U.S. Bank Business Credit Card automatically transfers funds to the checking account, an Overdraft Protection Transfer Fee (daily fee) applies. The transfer fee amount posts as a separate transaction to the checking account.

Refer to the Business Pricing Information brochure for current fees. This brochure can be obtained by stopping in a U.S. Bank branch.

If you have a U.S. Bank Cash Flow Manager linked as overdraft protection, any automatic advances will be in $100.00 increment s made to cover the overdraft.

While no Overdraft Protection Transfer Fee is charged to the Cash Flow Manager account for any automated advance to cover an overdraft to your associated deposit 17 Item 18
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12 account, you will incur an interest charge according to the terms of your agreement governing your credit account. Please refer to your U.S. Bank Cash Flow Manager agreement for information regarding interest charges.

If the negative Available Balance is caused by a monthly maintenance fee, service fee or statement/image fee only, overdraft protection will not advance. (For example, the account is overdrawn due to a Monthly Maintenance fee, overdraft protection will not advance. If additional transactions post, overdraft protection will advance to cover the negative Available Balance amount and an Overdraft Protection Transfer Fee may be charged.) Business Overdraft Protection Agreements
U.S. Bank also offers certain business customers overdraft protection through separate written agreement. The terms of such agreement shall govern those Business Overdraft Protection Plans.

REFUSING PAYMENT ON YOUR CHECKS
You must fill in an amount (in words and numbers) correctly and clearly, and sign your name on checks you write. You should fill in the date and name a payee on your checks. If you don’t name a payee, anyone can cash the check. If you fail to follow these rules, we may refuse to honor your checks.

When a check you write is presented to us by another bank for payment, we will generally accept the endorsements on the check, because if an endorsement is missing or forged, we have rights against the other bank that protect us. When a check of yours comes to us other than through another bank, we might not cash it if we are not comfortable with the endorsements on it or the identity of the person who presents it. This is especially true with an endorsement in the name of a business entity.

We may require anyone who presents a check for payment in person (other than an account owner presenting a check on his or her own account) to:
• pay a fee to cash the check if applicable; and
• give a fingerprint or thumbprint, and identification, as a condition of cashing a check.

If the presenter of the check refuses to comply with these requirements, or complies but later asserts that these requirement s infringed on their legal rights, you understand and agree that imposing these requirements will not be considered a “wrongful dishonor” of your checks.

FUNDS TRANSFERS
Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the transfer of funds out of the account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into the account, will be governed by this paragraph. In addition, your rights and obligations with respect to a payment order, and our rights and obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC4A”) as enacted in the state in which you have your account with us.

We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is transmitted or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.

YOU AGREE THAT IF A PAYMENT ORDER OR CANCELLATION THEREOF IDENTIFIES THE BENEFICIARY BY BOTH NAME AND AN IDENTIFYING

NUMBER, AND THE NAME AND NUMBER IDENTIFY DIFFERENT PERSONS OR ACCOUNT HOLDERS, EXECUTION AND PAYMENT TO THE BENEFICIARY OR CANCELLATION MAY BE MADE SOLELY ON THE BASIS OF THE IDENTIFYING NUMBER. YOU ALSO AGREE THAT IF A PAYMENT ORDER IDENTIFIES AN INTERMEDIARY BANK OR THE BENEFICIARY’S BANK BY BOTH NAME AND AN IDENTIFYING NUMBER

AND THE NAME AND NUMBER IDENTIFY DIFFERENT PERSONS, EXECUTION OF THE PAYMENT ORDER BY ANY BANK MAY BE MADE SOLELY ON THE BASIS OF THE IDENTIFYING NUMBER.

If we receive a funds transfer into any account you have with us, we are not required to give you any notice of the receipt of the funds transfer. The funds transfer will appear on your next periodic statement. To confirm the completion of funds transfers, please contact us through U.S. Bank 24-Hour Banking (see last page for phone numbers), usbank.com or the U.S. Bank Mobile App. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment order is to be paid in U.S. dollars.

Other outgoing payment orders may not be cancelled, amended or modified. We must receive your cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by Fedwire will be subject to the Federal Reserve’s Regulation J, and payment orders sent via other payment systems will be subject to the rules of those systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a payment order.

YOU AGREE THAT IF A PAYMENT ORDER, OR ANY CANCELLATION OR AUTHORIZATION RELATING THERETO, BUT FOR THE APPLICABILITY OF THE ELECTRONIC FUND TRANSFERS ACT OF 1978 (AS IN EFFECT FROM TIME TO TIME), CONSTITUTES A PORTION OF A FUNDS TRANSFER AS DEFINED IN UCC4A, ALL ACTIONS AND DISPUTES CONCERNING SUCH PAYMENT ORDER, CANCELLATION OR AUTHORIZATION SHALL BE DETERMINED PURSUANT TO UCC4A AND THIS AGREEMENT TO THE FULL EXTENT PERMITTED BY LAW. If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a payment order amount by other banks involved in the funds transfer process.

We may route payment at our own discretion for each outgoing wire transfer. A wire transfer is irrevocable once payment has been transmitted to the beneficiary’s bank. At your request, we may request that the beneficiary’s bank return funds previously transferred. However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request.

WITHDRAWAL RIGHTS, OWNERSHIP OF ACCOUNT, AND BENEFICIARY DESIGNATION The following rules govern the ownership and withdrawal rights of deposit accounts with the various titles given to them.

There are two primary issues that these rules control. The first is “withdrawal rights” and the second is “ownership.” By “withdrawal rights” we mean who has access to the funds in the account for all purposes. These withdrawal rights will control, for example, whose instructions we must follow, whose checks we must pay, and whose withdrawal requests we must honor. These withdrawal rights do not control who actually owns the funds, as between multiple parties to an account.

By “ownership” we generally mean who owns the funds in the account. In particular, by selecting a particular ownership, you a re expressing your intention of how and to whom your interest in the funds in the account should pass in the event of your death.

If you create a type of account, you retain the right to change or close the account to the extent of the withdrawal rights you retain in your own name. 18 Item 18
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13 We make no representations as to the appropriateness or effectiveness of any particular ownership or beneficiary designations . Our only responsibility is to permit access to the account as provided by the withdrawal rights. You must consult with your own attorney or financial advisor as to whether and how to effect any change in actual ownership of funds in the account.

Individual Account. This is an account in the name of one person. Such an account is also referred to as a “single ownership” account.

Withdrawal Rights. The holder of such an account is the only person who has the right to withdraw from the account, unless we permit the holder to designate an agent or attorney-in-fact to the account.

Ownership. The holder of such an account is presumed to be the owner. Holding such an account, by itself, creates no additional ownership rights nor survivorship rights (nor does such type of ownership create or extinguish any community property rights). In almost all instances this type of account will pass, on the death of the owner, through the estate of the owner. (You must consult your own estate planner to be sure.) Agents and “Attorneys-in-Fact.” The owner of this type of account can nominate an authorized signer or attorney-in-fact.

Joint Account - With Survivorship. If your account is opened as a joint account, we will treat it as a joint account with right of survivorship unless our account records demonstrate a different type of ownership. This is an account in the names of two or more natural persons, with the following features:

Withdrawal Rights. Each joint tenant has complete and separate access to the funds and withdrawal rights, and each authorizes the other(s) to en dorse for deposit any item payable to the joint tenant. Upon the death of any joint tenant, any surviving joint tenant will have comple te withdrawal rights to the balance of the account. If there is more than one surviving joint tenant, such survivors remain as joint tenants with right of surviv orship with the same withdrawal rights provided in this section.

Each joint tenant reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.

Ownership. Each joint tenant is presumed to “own” the funds in proportion to that person’s net contribution to the account. Each joint tenant intends upon his or her death that the funds owned by such person will be owned by the survivor. If there is more than one survivor, the “ownership” of the decedent’s funds will be shared equally with such survivors.

Other Titles. In some states, it is advisable to add either “not as tenancy in common” or “not as a tenancy by the entirety” or both to insure the intention described above.

Agents and “Attorneys-in-Fact.” Any joint tenant can nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a joint tenant).

Joint Account with Survivorship - Arizona. A Joint Account with Survivorship in Arizona has a unique feature that will change the “ownership” rights on the death of one of the joint owners if there is more than one surviving joint tenant and one of the surviving joint tenants is the surviving spouse of the deceased joint tenant.

Withdrawal Rights. This rule will not change the withdrawal rights to the account on the death of a joint tenant; it only affects the actual ownership of the account balance, which will only affect the survivors, and will not affect our responsibilities under the account.

Ownership. If two or more parties survive and one is the surviving spouse of the deceased party, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving spouse. If two or more parties survive and none is the spouse of the decedent, the amount to which the deceased party, immediately before death, was beneficially entitled by law belongs to the surviving parties in equal shar es, and augments the proportion to which each surviving party, immediately before the deceased party’s death, was beneficially entitled under law, and the right of survivorship continues between the surviving parties.

Tenancy in Common Accounts. A Tenancy in Common account is another form of joint account without the survivorship feature. A Tenancy in Common account is also in the name of two or more individual owners.

If more than one tenant in common survives the death of another tenant in common, such survivors remain as tenants in common between them.

Each tenant in common reserves the right to change the ownership of the account to the extent of that owner’s withdrawal rights.

Ownership. Each tenant in common is presumed to “own” the funds in proportion to that person’s net contribution to the account. However, because of the extreme difficulty in determining such proportions over time, you agree that upon the death of one tenant in common, the bala nce in the account at the time immediately before the death of the tenant in common will be deemed to be owned in equal shares between all tenants in common. After death and our receipt of notice of such death, the decedent’s share will be set aside for the estate of the decedent, and the survivor’s share in the account balance will be at the disposal of the surviving tenant in common.

Other Titles. In some states this account is referred to as Joint Tenancy WITHOUT Right of Survivorship.

Agents and “Attorneys-in-Fact.” Any tenant in common can nominate an authorized signer or attorney-in-fact who can hold all the same withdrawal and deposit rights as the authorizing owner, except the authorized signer or attorney-in-fact will not be an owner (a tenant in common).

Marital Account (Wisconsin). This account is an account established by two persons in Wisconsin who claim to be husband and wife. This account is, for suc h persons, the same as the Tenancy in Common account described above.

Marital Account with P.O.D. Beneficiaries (Wisconsin). This account is, first, the same as a Wisconsin Marital Account (which is, in turn, the same as a Tenancy in Common account described above).

Withdrawal Rights. During the lives of both parties to the marriage, the withdrawal rights will be the same as for the Marital Account. The beneficiaries have no withdrawal rights until the death of one of the marriage partners.

Ownership. Upon the death of one of the spouses, the surviving spouse owns 50% of the funds on deposit, and the P.O.D. beneficiary named by the deceased party (if that beneficiary is then surviving) owns the other 50%. Each spouse can name his or her own beneficiary.

If there is more than one beneficiary who is named by a party who survives, the shares of those beneficiaries will be equal.

On the death of one of the marriage partners, the account will have to be retitled and beneficiary shares will have to be redeposited or withdrawn.

Pay-on-Death Account. This is an account where one or more persons create the account and name one or more living persons as beneficiaries. Frequen tly the account title is A.B. Pay-on-Death to C.D. beneficiary. 19 Item 18
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14 Withdrawal Rights. The person who creates this type of account retains complete withdrawal rights in such an account during his or her lifetime and for his or her own benefit. The named beneficiary has no withdrawal rights to the account during the lifetime of the creator of the account. The owner can change or close the account, and change beneficiaries at any time.

On the death of the creator of the account, the beneficiary (on proof of death of the creator and proof of the identity as the named beneficiary), can withdraw the entire account balance. If there is more than one beneficiary who is named and survives the creator, the surviving beneficiaries acquire and can withdraw an equal share with the other surviving beneficiaries, without survivorship rights between beneficiaries. If a beneficiary dies before the creator, neither the beneficiary’s estate nor heirs acquire anything on the death of the owner.

If more than one person creates such an account, then such creators have complete and separate withdrawal rights between them during their joint lives, and the survivor of them will have complete withdrawal rights upon the death of the other creator. Named beneficiaries can withdraw a share of the account balance only upon the death of the last creator and only if such beneficiaries are then alive (and upon proof of the deaths of the creator s and their own identity as the named beneficiaries). In effect, if more than one person creates this type of account, with one or more beneficiaries, the account has first all the incidents of a “Joint Account with Survivorship” and only after there is but one joint tenant does the account have the incidents of a “Pay-on-Death” account.

Ownership. The creator of this type of account is presumed to own the funds during his or her lifetime and intends that ownership to pass to the beneficiary only upon his or her death and only if the named beneficiary survives him or her. If there is more than one creator, the ownership between such creators is the same as that between joint tenants with right of survivorship, with the same incidents upon the death of a joint tenant.

If there is more than one beneficiary who is named and survives the creator(s), the creators intend his, her or their ownersh ip rights to pass to the then surviving beneficiaries in equal shares, with no survivorship rights between them.

Other Titles. This type of account has other names such as “Tentative Trust,” “Totten Trust,” “In Trust For” and “Revocable Trust.” In states where one of these trust accounts is recognized, the creators of such accounts will be referred to as a “settlor” or “grantor.” Nevertheless, all the incidents of such an account, the rights of the grantor(s) and beneficiaries are exactly the same as described for “Pay-on-Death” accounts above. Only the names have been changed.

Revocable Trust or Pay-on-Death Account (not subject to the Nonprobate Transfers Law of Missouri) In Missouri, a Revocable Trust or Pay -on-Death account may include an appendage to its title “not subject to the Nonprobate Transfers Law of Missouri.” This appendage does not change the features of the account as described above for Pay-on-Death accounts.

Registration in Beneficiary Form - Missouri
Adding the acronym LDPS (which stands for lineal descendants, per stirpes) to a Revocable Trust or Pay -on-Death account in Missouri, changes the rights of beneficiaries of such accounts. LDPS designation means that if a named beneficiary of such an account dies before the account owner, then the unnamed lineal descendants of that deceased beneficiary will acquire the share of the deceased beneficiary on the death of the owner per stirpes.

UTMA (Uniform Transfers to Minors Act) Account
This is an account in the name of an adult custodian (or possibly a corporate custodian) for the benefit of a person who is a minor at the time the account is created.

Withdrawal Rights. During the minority of the child (as defined under applicable UTMA laws), the custodian has all withdrawal rights, but is required by law to exercise those rights solely for the benefit of the child. We, however, have no duty or agreement whatsoever to monitor or insure that the acts of the custodian are for the child’s benefit.

The custodian is required to turn over the account balance when the child reaches the age of majority. The custodian authorizes us, at our discretion, to exercise the custodian’s duty to transfer funds to the child at the child’s request upon reaching the age of majority.

Ownership. The child/beneficiary is at all times the owner of the funds in the account.

UGMA (Uniform Gifts to Minors Act) Account
A few states have not adopted the Uniform Transfers to Minors Act. These few states have, for our purposes, an equivalent statute known as the Uniform Gifts to Minors Act, which has the same incidents as those described above for the UTMA account.

Fiduciary Account
A fiduciary account is an account opened by or taken over by an executor, administrator, personal representative, guardian, con servator, trustee, or other fiduciary in such capacity. Any fiduciary named as a signer on a fiduciary account shall be solely responsible for acting in accordance with the terms of the applicable laws, will, court order or trust instrument establishing and covering the fiduciary relationship, and we are not responsible for ex amining, or insuring compliance with the provisions of any such law or instrument.

Corporate, Partnership, Limited Liability Company and other Organizational Accounts These are accounts opened by any business organization or association. We reserve the right to require the account holder(s) to furnish us with such resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the account holder(s). We will honor such an authorization until we receive written notice of change from the governing body of the organization. It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the account holder or otherwise.

PLEDGES AND SECURITY INTERESTS IN FAVOR OF OTHERS
You cannot give a security interest or pledge your account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else.

Unless we agree in a separate writing otherwise a security interest or pledge to someone else must be satisfied or released b efore any right to withdraw from the account can be exercised, including any right that arises by surviving the death of an owner (for example, a surviving joint tenant or beneficiary of a pay -on-death account).

ACCRUAL OF INTEREST
We will begin to accrue interest on deposits drawn from other banks at the time we get credit for the deposit in the collecti on process, which is not necessarily the same time as the time we make funds available for withdrawal.

If your account (for example a savings account) earns a variable rate of interest, we can change that rate at any time withou t notice to you, except as specifically provided in writing in the account disclosure or agreement. If the interest rate for your account(s) or the index or other re ferenced rate upon which the interest rate for your account(s) is based, is at any time less than zero percent, you agree to pay all amounts of the negative interest or fees which we impose as compensation for the negative interest rate.

You can find out our current rates on accounts that earn interest in our branches, from U.S. Bank 24-Hour Banking, or at usbank.com. The telephone number is at the end of this booklet.
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15 STOP PAYMENTS
Unless otherwise provided, the rules in this section cover stopping payment of items such as checks and drafts drawn on your account. Rules for stopping payment on other types of transfers of funds, such as consumer electronic fund transfers, are covered elsewhere in the Electronic Banking Agreement for Consumer Customers section.

Here is what you must do to stop a payment:

ACH Check Conversion
An ACH Check Conversion is a transaction that starts as a paper check that you give to a merchant. The merchant converts the check, using the information on the paper, to send an electronic message to a bank to immediately take the money from your account. The merchant is required to post a notice about ACH Check Conversion in a prominent and conspicuous location at the time of the transaction. You can stop payment on an ACH Check Conversion only if it has not yet been presented by the merchant.

Electronic Fund Transfers
You can stop payment of certain types of electronic transactions. Please refer to the Electronic Banking Agreement section for details.

Checks and drafts
If you want to stop payment of a check, you must stop by a U.S. Bank branch or call U.S. Bank 24-Hour Banking (see last page for phone numbers). Writing to us will take too much time and we will not have time to act on your request before the check is paid. We will need the following information:

1. the account number the check is written on;

2. the check number;

3. the dollar amount;

4. the date; and

5. the name of the person you wanted to pay.

This information must be exact and correct. If it is not, we will not be responsible if the item is paid.

Who can stop a payment and for how long?

1. Any owner can stop payment of any check on the account whether that owner wrote the check or not (and assuming the item can still be stopped).

2. A stop payment order is effective for 24 months or longer, as determined at the time the stop payment order is placed. You mu st renew it prior to the expiration of the stop payment effective period or the item could get paid. We will not notify you when the stop payment effective period ends. Fees may be assessed for placing a stop payment order.

3. Only the owner who made the stop payment order can release it.

4. You must give us sufficient notice so that we have a reasonable period of time to act upon your request and verify that the item has not been paid.

Effect of a stop payment
When you stop payment of a check, you may still be obligated to the payee, and the payee may still have the right to collect on the check or the underlying transaction.

If we have to defend ourselves for letting you stop payment on a check, you have to protect us by paying our expenses, including our reasonable attorney’s fees.

What if we don’t stop payment?
We cannot stop payment of a check that has already been paid.

If you ask us to stop payment of a check and we pay it anyway, we gain whatever rights the payee has against you. This means, if the check should have been paid, or the payee has the right to collect from you anyway, we can collect from you. Therefore, if we pay an item that should have been stopped, before we recredit your account, you will have to prove to us that by our payment you have suffered a loss and the cause is our failure to stop the payment.

What kinds of checks does this NOT apply to?
This section does not apply to items not drawn on your account, such as teller’s checks, official (cashier’s) checks, and acc epted checks (e.g., certified checks). We have no responsibility to honor your request to stop payment of items not drawn on your account. If we agree to stop payment on these items, we may require you to provide us with additional security (for example, a bond or collateral) and you agree to indemnify us for any damages and costs we incur as a result of stopping payment of such items.

Fee
To stop a payment you must pay our fee, the amount of which is disclosed in the pricing information disclosure or agreement for your account.

DORMANT ACCOUNTS AND ESCHEAT
A dormant account is an account that has been inactive. Generally, subject to state law, “inactive” means there has been no deposit, withdrawal or other communication from you about the account for the period of time as follows:

1. after 11 months for a checking account;

2. after 23 months for a savings account including those that offer limited (no more than six per month) check writing options.

For security reasons, we may refuse a withdrawal or transfer from an account we internally classify as inactive if we cannot reach you in a timely fashion to confirm the transaction’s authorization.

We charge a dormant account fee, unless excluded by account type or prohibited or restricted by state law. The dollar amount and frequency is disclosed in our pricing information disclosure.

If your account has a zero balance, we reserve the right to close it. Any accounts linked as overdraft protection will be de-linked as part of the closure process. Refer to CLOSING YOUR ACCOUNT for additional information.

Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant and if our attempts to contact you fail.

The time period after which funds must escheat to the state varies from state to state. Once the funds are transferred to the state, you may be able to recover the funds from the state itself, but not from us.

As permitted by the state, we may deduct the cost of required due diligence from the balance of your account. This due diligence may include first class and certified mailings or public notices about your account’s pending escheatment, as required by state law.

SPECIAL PROVISIONS FOR THIRD-PARTY ACCOUNTS
If you have opened a deposit account on behalf of the beneficial owner(s) of the funds in the account (for example as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others), those beneficial owners may be eligible for “pass-through” insurance from the FDIC. This means 21 Item 18
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16 the account could qualify for more than the standard maximum deposit insurance amount (currently $250,000 per depositor in th e same ownership capacity). If the account has transactional features (such as check writing capabilities or the use of debit cards), as defined in 12 C.F.R. 370.2(j), you as the account holder must be able to provide a record of the interests of the beneficial owner(s) in accordance with 12 C.F.R. 370.5(a) and with the FDIC’s requirements as specified below.

The FDIC has published a Deposit Broker’s Processing Guide that describes the process to follow and the information you will need to provide in the event U.S.

Bank fails. That information can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/deposits/brokers/ In addition, the FDIC published an Addendum to the Deposit Broker’s Processing Guide, section VIII, which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through insurance and is accessible at the website above. The Addendum sets forth the expectations of the FDIC for pass-through insurance coverage of any deposit accounts, including those with transactional features. The Addendum will provide information regarding the records you keep on the beneficial owners of the funds, identifying information for those owners, and the format in which to provide the records to the FDIC upon failure of U.S. Bank. You must be able to provide this information in a timely manner in order to receive payment for the insured amount of pass-through deposit insurance coverage as soon as possible. You have an opportunity to validate the capability to deliver the required information in the appropriate format so that a timely calculation of deposit insurance coverage can be made. Please contact your account representative for details on the validation process.

You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in such accounts at any time. In the event of failure of U.S. Bank, you agree to provide the FDIC with the information described above in the required format within 24 hours of th e failure of U.S. Bank. As soon as the FDIC is appointed, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination; that hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against you from the beneficial owners of the funds in the account. If you do not provide the required data, your account may be held or frozen until the information is received, which could delay when the b eneficial owners could receive funds.

Notwithstanding other provisions in this Agreement, this section survives after a receiver is appointed for us, and the FDIC is considered a third-party beneficiary of this section.

CONSUMER ELECTRONIC CHECK REPRESENTMENT
If you write a check on a personal account that we return unpaid because of insufficient or uncollected funds, the depositor of the check or the depositor’s bank may resend (“represent”) the check to us electronically. That is, the depositor or the depositor’s bank may send us an electronic instruction (“electronic represented check”) to charge your account in the amount of the check.

Our Handling of Electronic Represented Checks. If we receive an electronic represented check from the depositor or the depositor’s bank, we will pay or return the electronic represented check as if the original paper check were being represented to us. The section titled “Electronic Fund Transfers” will not apply to any electronic represented check.

Ineligible or Unauthorized Electronic Represented Checks. For an electronic represented check to be charged to your account, all of the following must be true:
• the electronic represented check must relate to a paper check drawn on a personal account that we returned unpaid because of insufficient or uncollected funds; • the paper check must not have contained an unauthorized signature or an alteration and must not have been a counterfeit; • you must not have placed a stop payment on the paper check after we returned it unpaid but before it was collected electronically; • the paper check must have been less than $2500.00 in amount; • the paper check must have been dated 180 days or less before the date on which the electronic represented check is sent to us; • the electronic represented check must be for the face amount of the paper check only and may not include any collection fee charged by the depositor, the depositor’s bank, or a collection agency;
• the payee of the paper check must have given you notice that, if we returned the paper check unpaid because of insufficient or uncollected funds, the fee could be collected electronically; and
• the electronic represented check must have been sent to us no more than twice after the first time we returned the paper check, or no more than once after the second time we returned the paper check.

You may have the right to reverse any ineligible or unauthorized electronic represented check that we charged to your account . If you want to reverse an electronic represented check because you placed a stop payment on the paper check to which the electronic represented check relates after we returned the paper check unpaid but before it was collected electronically, you must notify us within 15 days after we send or make available to you the peri odic statement that reflects payment of that electronic represented check. If you want to reverse an electronic represented check for any other reason, you must give us an ACH Claim Form within 15 days after we send or make available to you the periodic statement that reflects payment of that electronic represented check. An ACH Claim Form may be obtained by contacting U.S. Bank 24-Hour Banking or a local U.S. Bank branch. In your claim form, you must declare and swear under oath that the electronic represented check was ineligible or unauthorized. If we receive your notice or claim form within the 15-day period, we will recredit your account with the amount of the charge but will not be responsible for any other damages associated with the transaction.

Stop Payment. If you wish to stop payment of any electronic represented check, you must follow the procedures contained in the rules for st opping payment of checks, not the procedures contained in the rules for stopping payment on electronic loan or bill payments.

CHECKING ACCOUNTS AND “SUBACCOUNTS”
For regulatory accounting purposes we may designate two sub-accounts for a checking account; one sub-account is a savings (non-transaction) account and the other is a checking account. Checks and other third-party transfers are paid from the checking (transaction) account. As necessary, we transfer funds from the savings sub- account to the checking sub-account automatically. You cannot access the savings sub-account directly. This accounting device does not affect either the appearance or the operation of your checking account in any way.

TELEPHONE TRANSFERS
If you have more than one account with us, including a credit card or open-end loan account, you can transfer funds between your accounts by telephone. You will need to have a PIN, and enter your account numbers, and other qualifications, but if you meet them,

1. you can transfer funds between your accounts by calling our 24-hour phone banking (see last page of this booklet for phone numbers), and

2. telephone transfers may be made by the same account owners/signers and usually under the same conditions as generally applicable to withdrawals made in writing or by other means.

A transfer made by telephone is not immediately completed. It may take as long as one business day for us to verify the transaction and make the transfer. Consumer customers are assigned or can choose a PIN when requesting a ATM or Debit Card. Consumer customers without a debit card or ATM card can request a PIN by speaking to a 24-Hour Banking representative at 800.872.2657. A form is sent by 24-Hour Banking to the customer for completion and must be mailed back to the address on the form. A confirmation letter is mailed to the customer once the PIN has been established.

REAL-TIME PAYMENTS / PROHIBITION ON FOREIGN PAYMENTS
Real-Time Payments (“RTP”) is an electronic payment system which permits payment senders to send funds in real -time to payment receivers for deposit into the payment receiver’s account(s). This means that a payment receiver will have near immediate availability of funds sent using a n RTP system. The RTP system is intended for domestic payments only. It prohibits payments which involve either a sender or receiver located outside the United States. You agree that to the extent you 22 Item 18
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17 either send or receive payments through an RTP system, you will not use your accounts to do so on behalf of a person who is not a United States resident or otherwise domiciled in the United States and that you will comply with all regulations of the Office of Foreign Assets Control.

REQUIRED SIGNATURES
Signature Comparison. We process certain items mechanically, based on information encoded on checks and other transaction items, and we are not req uired to examine items and debits drawn on your account. We collect your signature to obtain your agreement to the rules we establish for your account, but this does not create any responsibility on our part to verify signatures on items and other charges to your account.

Number of Signatures. You agree that if you

1. require the signatures of two or more persons to open an account;

2. have an account in which more than one signature is required to complete a transaction;

3. authorize someone to transact some but not all transactions on your account;

4. authorize someone to transact business on your account for limited purposes and no others; or

5. use checks that require two or more signatures,
such arrangements are strictly between you and the other person(s) you authorize, whether we have notice of your arrangement (including in a form we provide you) or not. You cannot assert a claim against us for permitting a transaction so long as any one of the owners or authorized persons sign or initiate the transaction, even if a person exercises more authority than you have given.

CHANGES TO OUR AGREEMENT WITH YOU
We may change any term of this Agreement. We will give you reasonable notice in writing or by any other method permitted by law. You agree that in any event 30 days written notice is reasonable.

If we notify you that the terms of your account have changed, and you continue to have your account after the effective date of the change, you have agreed to the new terms. For consumer customers, rules governing changes in interest rates are provided for separately in the Truth-in-Savings disclosure(s) or in another document.

CLOSING YOUR ACCOUNT
This section does not apply to an active time deposit (or certificate of deposit) account.

If you intend to close your account: If you intend to close your account with us, you should tell us; simply transferring all the money in your account and reducing your account balance to $0.00 is insufficient notice and may result in additional fees charged to your account.

If you close your account,

1. you are still responsible for transactions you arranged for, including those that arrive after the account is closed;

2. you should pay special attention to pre-authorized electronic deposits to your account and payments from that account; you should reroute the deposits to another account and make other arrangements for the payments, with us and the other institutions involved;

3. you should not close your account until all the transactions you arranged for have been cleared, and you should leave enough funds to clear them and the fees that might be due; and

4. if it is an interest-bearing account, accrued interest will not be paid.

If your account is closed and you have a debit or ATM card associated with the account, you will need to either:

1. close the associated card; or

2. select a new account to be linked to your card.

If you do not designate a new account, the bank will automatically assign your ATM/debit card to a new account from any eligible account where you are an owner/ joint owner. If there are no eligible accounts the card will be closed.

We can close your account:

We can close your account, ATM and debit card for any reason or for no reason at all. If we close your account, we will send you notice within ten days after closing and/or indicate the closure on your next account statement. We will send the collected account balance to you at your last known address as reflected in our account records. At our sole discretion we may, but are not required to, withhold a sufficient sum to cover any outstanding items and likely f ees. If we withhold any money for such contingencies, we will refund that to you after we are satisfied that no further withholding is necessary.

If your account is closed for any reason, you authorize us to re-open your account to process any transactions authorized prior to account closure, or for other purposes consistent with applicable law.

As part of the account closure, any accounts linked to the Checking Account as overdraft protection will be de-linked. If a U.S. Bank Reserve Line of Credit is linked as overdraft protection to a Checking Account that is closed for any reason, the Reserve Line will also be closed, and you must repay any remaining balance according to the monthly payment coupon included in your future periodic statements.

STATEMENTS AND NOTICES
Statements. We will periodically make available to you a paper or eStatement of your checking or savings account. These statements show t he transactions that occurred in the time period covered by the statement. If you elect not to receive or review your statement, you are still responsible for having access to the information provided in the statement. At our option, a statement will not be produced in any statement period in which service charges, fees, reversals, refunds or interest are the only transactions on the account. When other activity exists, such as a deposit or withdrawal, a statement will be available to you and will include all transactions which have occurred since the last statement (this includes any service charges, fees, reversals, refunds or interest that oc curred since the last available statement).

At a minimum, all accounts will receive an annual statement. Regardless of how frequently a statement is made available, monthly service charges and other account fees will continue to be deducted from the account. In addition, applicable interest will continue to accrue and be paid periodically as disclosed in the product pricing information disclosure.

Combined Statements. If you have multiple accounts with us, we may at any time automatically combine your accounts on a single, easy-to-read monthly statement.

We will only combine statements for accounts that have common ownership (meaning at least one owner is common across multiple accounts) and the same address and Social Security Number.

If you prefer to continue receiving separate statements, please contact U.S. Bank within 30 days of receiving your combined statement. You may reach us by calling one of the numbers listed on the back of this brochure, sending a letter to U.S. Bank, 60 Livingston Ave, EP-MN-WS5D, St. Paul, MN 55107, or sending a secured email by logging on to usbank.com and selecting “Contact Us”. Please include the following information in your correspondence: your name, account number(s) and the reference code “CMBSTMN.” 23 Item 18
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18 Your address. You must give us your correct address, and if you move or change your address, you must keep us advised. You are responsible for messages and statements we send to the most recent address you have given us. We may also update your address in our records without a request from you if we receive an address change notice from the U.S. Postal Service or if we receive updated address information from our mail services vendor.

If you agree to accept mail electronically, you must give us your accurate email address and keep us up to date with any changes to your address. You are responsible for keeping your email functioning properly, or advising us if it does not work.

Multiple owners. Periodic statements and notices that we make available to one owner or agent/signer of an account will be the same as providi ng statements and notices to all owners of an account. You agree to designate the primary address for purposes of receiving statements and other account correspondence. Each account owner agrees that we may send any legal notice or legal process affecting any owner or the account to the primary address designated on the account. Each account owner agrees to notify the other owners of any legal notice received at that address pertaining to such other account owner or to the account.

Your Duty to Examine Your Statement. As used in this section, the term “problem” means any error, alteration, counterfeit check, or unauthorized transaction (including, but not limited to, forged or missing signatures and excluding consumer electronic banking transactions) related to your account. Because you are in the best position to discover any problem, you agree to promptly examine your statement and report to us any problem on or related to your statement within 30 calendar days after we mail the statement (or make the statement available) to you. You agree that we will not be responsible for:

1. any problem that you do not report to us in writing within a reasonable time not to exceed 30 calendar days after we mail the statement (or make the statement available) to you;

2. subsequent problems or fraudulent items occurring after 30 days of the first occurrence; if you fail to report the problem within 30 days of the first occurrence reported on your statement;

3. results from a forgery, counterfeit or alteration so clever that a reasonable person cannot detect it (for example, unauthorized checks made with your facsimile or other mechanical signature device or that look to an average person as if they contain an authorized signature); or

4. as otherwise provided by law or regulation.

You agree to waive any rights to recovery you may have against us if you do not provide notice to us in the manner and within the time required by this Agreement.

You may not start a legal action against us because of any problem unless: (a) you have given us the above notice and (b) the legal action begins within one year after we send or make your statement available to you. You agree that if the problem is the result of a series of events (for example, multiple forgeries over a period of time) then the date the first event occurred is the date from which the period to bring a legal action will begin to run. If you make a claim against us in connection with a problem, we reserve the right to conduct a reasonable investigation before re -crediting your account and you agree to fully cooperate in such investigation.

Within 30 days of the date of mailing, you agree to complete and return an affidavit of unauthorized paper debit on the form we provide you along with any other information we may request. You further agree to file a police report if we request. If you refuse to sign such an affidavit or fail to return the affidavit and other requested documentation within 30 days of the date we mail it to you, you agree that we may consider the matter resolved and reverse any provisional credit provided.

At our sole discretion, we may, but are not obligated to, provisionally credit your account during the investigation for all or a portion of the amount claimed. Any provisional credit to your account may be reversed if you fail to fully cooperate in our investigation or, if as a result of our investigation, we determine that the charge to your account was proper. You agree to pay any fees assessed or accrued against your account during the investigation or that may arise upon reversal o f any provisional credit.

For problems involving an electronic banking transaction, please refer to the “Electronic Banking Agreement” sections of this brochure.

This time period for you to examine your statement and report problems to us are without regard to our level of care or the commercial reasonableness of our practices, and without regard to whether cancelled checks are supplied to you.

Contact us if you do not receive your regular statement. If this is a business account, you agree that you will have at least two people review your statements, notices, and returned checks, or in the alternative, the person who reviews these will be someone who does not have authority to transact business on the account.

RETURN OF CANCELLED CHECKS
For some specific consumer and business checking accounts we currently offer two plans, with respect to the return of cancelled checks:

1. Check Safekeeping: paid checks that are not returned - your statement will show the check number, the amount, and the date it is paid; or

2. Image Checks on Statement: paid checks that are not returned - your statement will include a reduced image of the front of the check or front and back of a check in addition to the number, amount and date the check is paid as part of the statement; (See the CHECK 21 section; the images sent with your statement are not substitute checks themselves, but some may be images of substitute checks.).

Option 1 is what you will get unless you specifically ask for option 2. The checking accounts for which these options are available vary. The products and our fee structures for each option are disclosed in the Consumer Pricing Information or Business Pricing Information disclosure or agreement for your account. (Both can be obtained by stopping in a U.S. Bank branch or for the Consumer Pricing Information only, call 800.872.2657 to request a copy.) If you take option 1 or 2, and you have need for a specific paper check, we can provide a substitute copy to you upon request.

CHECKS, CHECKING ACCOUNTS AND SAVINGS ACCOUNTS WITH DRAFT ACCESS NOW Accounts: Transaction accounts are NOW Accounts on which you can write negotiable orders of withdrawal. Negotiable orders of withdrawal look and function like checks, and the rules governing checks also apply to them. Depending on account features, NOW Accounts may or may not bear interest. Although we have no intention of exercising this right, federal regulations require that we reserve the right to require at least seven days’ written notice prior to withdrawal or transfer of any funds on your NOW Account.

SAVINGS ACCOUNTS
By the term “savings” account we mean an account that earns interest but has no specific maturity date or required notice period. (A maturity date or a required notice period is a characteristic of a time deposit or certificate of deposit.) We will provide you with a periodic (quarterly, monthly, annually based on your account type and account activity) statement for your savings account and you must examine your statement for errors or forgeries just as you should for your checking account.

Savings Account Transaction Policy
We reserve the right to require seven days’ notice before any withdrawal from any savings account, though it is very unlikely we will require such notice and, if we do, we will require it for all savings accounts.
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19 Note: Qualifying transfers may not be processed if your checking account has a negative Available Balance or if your balance would become negative as a result of the transfer.

Note: Reward(s) will be sent to the primary savings accountholder within 30 days of goal verification. Rewards will be reported as interest earned on IRS Form 1099-INT. The accountholder is responsible for any applicable taxes. If your savings account is subject to State or Federal tax withholding, the amount of your U.S. Bank Rewards Card will have taxes withheld. A customer is eligible to earn only one of each goal type, for a maximum reward of $100.00.

Rewards Cards cannot be reloaded with additional funds, nor can they be used at an ATM. No cash access. Terms and conditions, including fees, apply. Rewards Cards are issued by U.S. Bank National Association pursuant to a license from Visa U.S.A. Inc. © 2021 U.S. Bank.

S.T.A.R.T. PROGRAM AGREEMENT
(New enrollment discontinued as of November 15, 2015)
Savings Today And Rewards Tomorrow®
S.T.A.R.T. is a program offered by U.S. Bank to help you achieve and maintain your savings goals. The following information provides the terms of the S.T.A.R.T.

Program (the “Program”), the details you need to know to enroll in and manage your savings plan, as well as the terms for ear ning rewards under the Program. We may change these terms at any time, in which case we will provide you notice of those changes. Please read these terms carefu lly and contact us if you have any questions. By enrolling in the Program, you agree to these terms.

Enrollment Process and Eligibility
To be eligible for the Program, you must meet, and continue to meet, the following three requirements:

1. Open and/or maintain an active U.S. Bank Package, including:
• A Silver, Gold or Platinum Package Checking account AND • A Package Money Market Savings account
Note: Account ownership must be identical for both the package checking and package money market savings accounts.

2. Enroll in the Program.

3. Schedule and maintain a qualifying transfer from your Package Checking account to your Package Money Market Savings account.

Qualifying Transfers Options
A qualifying transfer must occur at least once per month from your Package Checking account (“checking account”) to your Package Money Market Savings account (“savings account”). Three transfer options are available for you to choose. You are required to set up at least one option but can utilize all three choices.

1. Scheduled Transfer option: A recurring regularly scheduled transfer based on a specific amount transferred from the Package Checking to the Package Money Market Savings on a specific date(s) you select.
• Transfers can occur daily, weekly, every other week, or can be based on a specified date(s) or day(s) during the month. One-time or same-day transfers do not qualify.
• Example: Schedule a transfer of $10.00 from your checking account to your savings account on the 1st of each month.

2. Transfers Based on Debit Card Purchases: A recurring transfer from the Package Checking account to the Package Money Market Savings account based on each number of U.S. Bank Debit Card purchases you make, transferred on the business day after the transaction is posted. • Select a dollar amount between $.25 and $5.00 to transfer for each purchase transaction. • The total number of debit card purchase transactions posted to your checking account each day will be multiplied by the per transaction dollar amount selected. That amount will be transferred from your Package Checking account to your Package Money Market Savings account. • The debit card must be associated with the enrolled checking account. For joint checking accounts, more than one debit card can be designated and a separate transfer will occur for the activity of each card. • Example: You have selected a transfer amount of $.50. If five debit card purchases post on Tuesday, a transfer of $2.50 will occur on Wednesday (from your checking account to your savings account).

3. Transfers Based on Credit Card Purchases: A recurring transfer based on the number of U.S. Bank Credit Card purchases you make, transferred on the business day after the transaction is posted.
• Select a dollar amount between $.25 and $5.00 to transfer from the Package Checking account to the Package Money Market Savings account for each credit card purchase transaction.
• The total number of credit card purchase transactions posted to your credit card each day will be multiplied by the dollar amount selected. That amount will be transferred from your Package Checking account to your Package Money Market Savings account. • The credit card owner’s name must also be an owner on the enrolled S.T.A.R.T. checking account. For joint checking accounts, more than one credit card can be designated, and a separate transfer will occur for the activity of each card. • All U.S. Bank-branded, co-branded or affinity credit cards are eligible. • If more than one credit card is enrolled in S.T.A.R.T. for this transfer option, separate transfers will occur for the total purchases posted to each card. • Example: You have selected a transfer amount of $3.00. If two credit card purchases post on Monday, a transfer of $6.00 will occur on Tuesday (from your checking account to your savings account).

S.T.A.R.T. Goals and Rewards
The Program offers two rewards that can be earned by achieving and maintaining a specific account balance – called your Goal Balance – in your savings account.

Your Goal Balance is the account balance of your Package Money Market Savings account at time of enrollment, plus $1,000.00. You must reach Goal 1 before you become eligible for Goal 2.

S.T.A.R.T. Goal 1: When you reach the Goal 1 Balance in your Package Money Market Savings account AND a qualifying transfer occurs within 35 days of meeting the Goal 1 Balance, you will earn a $50.00 U.S. Bank Rewards Card.

S.T.A.R.T. Goal 2: When you maintain the Goal Balance in your Package Money Market Savings account for 12 consecutive months from the date of meeting Goal 1, you will earn a $50.00 U.S. Bank Rewards Card.

Monitor and Make Changes to your S.T.A.R.T. Selections
You can make changes to any transfer option, add or delete transfer selections, and monitor your goal progress: by accessing your account via online banking, speaking with a banker at a participating branch, or calling U.S. Bank 24-Hour Banking (see last page for phone numbers). Additionally, S.T.A.R.T. mobile or email alerts can be set up through online banking, and your monthly statements will provide S.T.A.R.T. progress information. 25 Item 18
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20 Program Termination
Your participation in S.T.A.R.T. will end if:
• You notify your banker that you no longer wish to participate in the Program. • Your Package Checking account or Package Money Market Savings account is closed, is transferred to another product, or the account ownership does not match on both the checking and savings accounts.
• A qualifying transfer is not scheduled for six consecutive months when working towards Goal 1 achievement.

TIME DEPOSITS
A time deposit is more commonly known as a certificate of deposit or CD. With a time deposit, you agree to keep your deposit with us for a specified period of time, or agree to give a required advance notice prior to withdrawal, and we agree to pay you interest at an agreed upon rate, or an agreed formula for a rate, for that period of time.

We are not required to permit an early withdrawal from a time deposit, and if we do, it will be on condition that you pay an early withdrawal fee and penalty. The amount of that penalty will be disclosed to you when you open such an account.

All the features of your time deposit will be disclosed to you when you open the account. You can call 24-Hour Banking, visit a local U.S. Bank branch, or go to usbank.com to find out what CD products and terms we offer.

If your time deposit, including single maturity, automatically renewable or Individual Retirement Account CDs, remains inactive for a pre-determined period of time, as required by state, and our attempts to contact you fail we may transfer or escheat your funds to the state as required.

Escheat is the term that is used to describe the process of transferring an account balance to the state government after an account has been dormant for a pre - determined period of time, as required by state, and if our attempts to contact you fail.

LIMIT OF LIABILITY
We process millions of transactions every day, with the help of complicated technology and other companies. If we make a mist ake and charged you more than we should have, or failed to give you credit you were due, we will correct the error, so long as you give us sufficient and time ly notice and an opportunity to fix it. See the section above titled Statements and Notices, for your duty to pay attention to your statement and report any errors.

You agree – to the extent allowed by law – to waive any indirect, incidental, special, consequential and punitive damages for errors or mistakes we make in good faith.

This includes damages that might otherwise be available in a tort or contract action, and whether the consequences are foreseeable or not.

ELECTRONIC MESSAGES AND AGREEMENTS
Many customers use the Internet and email as their primary form of communication with us. If you provide us with an email add ress, you agree that we may communicate with you via email and you further agree to notify us of any changes to your email address.

You agree that we may make agreements with you by electronic means. Your authorization and consent to such an agreement, or your delivery of instructions, may be made by use of certain numbers, codes, marks, signs, personal identification numbers (PINs), public or private keys or oth er means, acceptable to you and to us, to establish your identity and acceptance of the electronic communications. All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written paper communications signed by you. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.

You are not required to accept electronic communications; we want you to be aware that this is an option for you to accept. We will never ask you for sensitive account information, such as, passwords, PINs, Social Security numbers or account numbers via email. If you receive an email that appears to be from U.S. Bank asking for this type of information, immediately forward the email in its entirety (not as an attachment) to [email protected].

LEVIES, GARNISHMENTS AND OTHER LEGAL PROCESS
We are a national bank with many locations. You agree that for purposes of this part, we may treat your funds as existing at any and all locations where legal process can be served upon us or on an appointed agent of ours on our behalf. You understand and agree that a creditor or governmental agency may attach your account by service of legal process on any of our locations, at any site designated by us for acceptance of service of process, on any appointed agent of ours, or any other method authorized by law, court rule, or regulation. We may accept and comply with legal process served by any means, whether in per son, by mail, facsimile, electronic transmission, or other means. You agree that we may not contest such legal process.

If we are served with a garnishment, levy, execution, or other legal process of apparent validity (together referred to as “legal process”), you understand and agree that we will pay all amounts in the account, or release information about your account, in satisfaction of the legal process and i n compliance with our understanding of applicable law. If your account is a joint account, for purposes of responding to legal process, we will consider each joint owner to have an undivided interest in the entire account. Therefore, you agree we may pay all amounts in the account in satisfaction of any legal process, even if it attaches to the interest of fewer than all the account owners. You agree that we may process a levy, garnishment, or other legal process served on us even if we do not process it on the same day it was received.

If you believe your funds are exempt from legal process, or otherwise should not be subject to the legal process (for example, if you own funds and the legal process applies to another joint owner, you believe the court, garnishor, or levying authority lacks jurisdiction over you or the property, or you believe the garnishment or levy names the wrong party as garnishee), you agree that it is your responsibility to raise any defense to the legal process against the party who originated the legal process or seek reimbursement from a joint owner, and you agree that we have no obligation to do so.

If we are served with any legal process that tries to attach or in some way prevent you from freely using your funds, you give us the right, but we have no obligation, to hold any portion of the funds during any time necessary to determine to our satisfaction who has the legal right to the funds. If we are not able to determine whether the funds are subject to the legal process, you agree that we may deposit the funds with any court which we deem to have jurisdiction over us or the property in your account and ask that court to determine to whom the funds belong. You consent to the jurisdiction of such court to determine the legal right to the property in your account and agree to reimburse us for our expenses, including attorney’s fees and expenses, arising out of the service of the legal process on us and our response to it.

If the legal process requires us to release information about one or more accounts for which combined statements are provided, we may release the entire combined statement even if other accounts on the statement are not covered by the legal process.

All legal process is subject to our rights of setoff and our security interest in your account. We will assess a service fee against your account for any legal process served on us regardless of whether the process is subsequently revoked, vacated, or released. Unless expressly prohibited by law, we will set off or enforce our security interest against your account for such fee prior to our honoring the legal process. We will not be liable to you if an attachment, a hold, or the payment of our fee from 26 Item 18
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21 your account leaves insufficient funds to cover outstanding items. You agree to hold us harmless from any claim relating to or arising out of how we handle legal process pursuant to this part.

RESOLVING ACCOUNT DISPUTES AND ADVERSE CLAIMS
If a dispute arises concerning your account (including, for example, a dispute over who is an authorized signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your account, or if we have concerns regarding your account or the use of your account, we have the right to hold any portion of the property in your account until the dispute, claim, or concern is resolved to our satisfaction. We will not be liable to you if the hold we place on your account leaves insufficient funds to cover outstanding items. For purposes of this section, “account” includes any account yo u have with us or any of our affiliates (including, without limitation, agency, custody, safekeeping, brokerage, and revocable trust accounts). If the dispute, claim or concern remains unresolved, you agree that we may at our option deposit the property in your account with a court and ask the court to determine to whom the property belongs. If we deposit your property with a court, you agree that we may charge your account for our costs, including attorney’s fees and expenses.

INCREASED COSTS TO MAINTAIN YOUR ACCOUNT
If your account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your account that increase our costs to maintain your account (for example, a requirement for us to pledge property to secure your account above the amount of any deposit insurance on your account), you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your account.

CONSUMER REPORT DISPUTES
We may report information about your deposit accounts to Consumer Reporting Agencies (CRA). As a result, this may prevent you from obtaining services at other financial institutions. If you believe we have inaccurately reported information to a CRA, you may submit a dispute by calling 844.624.8230 or by writing to:

U.S. Bank Attn: CBDH Management, P. O. Box 3447, Oshkosh, WI 54903 -3447. In order for us to assist you with your dispute, you must provide: your name, address and phone number; the account number; the specific information you are disputing; the explanation of why it is incorrect; and any supporting documentation (e.g., affidavit of identity theft), if applicable.

ACCOUNT INFORMATION
Our Privacy Pledge discloses the information we share with other entities for marketing purposes. We also may be required to provide information about you and your account when and as required or permitted by law for other purposes, such as, for example:

1. reporting of interest you earn to federal and state tax authorities;

2. reporting of cash transactions that are at reportable limits;

3. investigating and reporting of transactions that we reasonably determine to be suspicious; and

4. responding to subpoenas, court orders, or government investigations.

SETOFF
We have the right under the law to set off amounts you owe us against your accounts with us. For purposes of this section, “a ccount” includes any account you have with us or any of our divisions, departments, and affiliates (including, without limitation, agency, custody, safekeepin g, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust, any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited liability company (as applicable). In addition to this legal right, you give us and our affiliates the contractual right to apply, without demand or prior notice, all or part of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your accounts, against any debt any one or more of you owe us or our affiliates. If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire account, so we may exercise our contractual right of setoff against the entire account. This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes all fees you owe us or our affiliates.

We will not be liable to you if enforcing our rights of setoff against your account(s) leaves insufficient funds to cover outstanding items or other obligations. You agree to hold us harmless from any claim arising as the result of our enforcement of our rights of setoff in, or enforcement of our rights of setoff against, your account(s).

Our contractual right of setoff does not apply:

1. to an account that is an IRA or other tax-deferred retirement account;

2. to a debt that is created by a consumer credit transaction under a credit card plan (but this does not affect our rights under any consensual security interest); or

3. if our records demonstrate to our satisfaction that the right of withdrawal that a depositor/debtor has with us only arises in a representative capacity (for example, only as an authorized signer, attorney-in-fact or a fiduciary) for someone else.

This right of setoff is in addition to any security interest that we or an affiliate of ours might have in your deposit account.

SECURITY INTEREST IN ACCOUNTS
You grant to us and our affiliates, a security interest in all your accounts with us, and all property in your accounts (including money, certificates of deposit, securities and other investment property, financial assets, etc.), to secure any amount you owe us or our divisions, department, and affiliates, now or in the future. This includes, for example, debts that now exist and debts that you may incur later, your obligations under a guaranty, and also includes al l fees you owe us or our affiliates. For purposes of this section, “account” includes any account you have with us or any of our affiliates (including, without limita tion, agency, custody, safekeeping, securities, investment, brokerage, and revocable trust accounts) and “you” includes, without limitation, your revocable trust , any partnership in which you are a general partner, any prior or successor entity by way of an entity conversion, and any other series of your series limited li ability company (as applicable). In order to provide us and our affiliates with control over your account and all property in your account for purposes of perfecting t he security interest granted above, you agree that we shall comply with any and all order, notices, requests and instructions originated by us or any of our affiliates directing disposition of the funds in your account without any further consent from you, even if such instructions are contrary to your instructions or demands or resul t in our dishonoring items which are presented for payment.

If your account is a joint account, you agree we may consider each joint owner to have an undivided interest in the entire ac count, so we may exercise our security interest against the entire account. We may enforce our security interest without demand or prior notice to you. You agree, for purposes of this security interest, that our affiliates may comply with any instructions we give them regarding your accounts held with them, without further consent. You also agree that we may comply with any instructions regarding your accounts that we receive from our affiliates pursuant to a security interest they have i n your accounts with us. We will not be liable to you if enforcing our security interest against your account(s) leaves insufficient funds to cover outstanding items or other obligations.

You agree to hold us harmless from any claim arising as the result of our security interest in, or enforcement of our security interest against, your account(s).

SECURITY
It is your responsibility to protect the account numbers, including card numbers and electronic access devices (e.g., an ATM card, debit card, username and password or PIN) we provide to you for your account(s). Do not discuss, compare, or share information about your account number(s) with anyone unless you are willing to 27 Item 18
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22 give him or her full use of your money. An account number can be used by thieves to encode your number on a false demand draft which looks like and functions like an authorized check.

If you furnish your access device and grant actual authority to make transfers to another person (a family member, coworker or employee, for example) who then exceeds that authority, you are liable for the transfers unless we have been notified that transfers by that person are no longer authorized.

Your account number can also be used to electronically remove money from your account. If you provide your account number in response to a telephone solicitation for the purpose of making a transfer (to purchase a service or merchandise, for example), payment can be made from your accou nt even though you did not contact us directly and order the payment.

You must also take precaution in safeguarding your blank checks. Notify us at once if you believe your checks have been lost or stolen. As between you and us, if you are negligent in safeguarding your checks, you must bear the loss entirely yourself or share the loss with us (we may have to share some of the loss if we failed to use ordinary care and if we substantially contributed to the loss).

We reserve the right to place a hold on your account if we suspect irregular, fraudulent, unlawful or other unauthorized activity involved with your account. We may attempt to notify you of such a hold, but we are not required to provide notice prior to placing the hold. You agree that we may maintain such a hold until all claims against you or us to the funds held in your account, whether civil or criminal in nature, have been resolved fully in our sole satisfaction.

RESOLUTION OF DISPUTES BY ARBITRATION
PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY COVERED CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION.

The following provision applies to any claim, cause of action, proceeding, or any other dispute between you, on the one hand, and us, our respective parents, subsidiaries, affiliates, agents, employees, predecessors-in-interest, personal representatives, heirs and/or successors, and assigns, on the other hand (each a “Claim” as further defined under the heading “Claims Covered by Arbitration”), including all questions of law or fact related thereto.

Agreement to Arbitrate: Either you or we may elect in writing, and without the consent of the other, to arbitrate all Claims covered by this provision.

Claims Covered By Arbitration: Claims subject to our agreement to arbitrate shall include all of the following: (1) Claims related to or arising out of this account Agreement, or any prior or later versions of this account Agreement as well as any changes to the terms of this accou nt Agreement; (2) Claims related to or arising out of any aspect of any relationship between us that is governed by this account Agreement, whether based in contract, tort, statute, regulation, or any other legal theory; and (3) Claims that relate to the construction, scope, applicability, or enforceabilit y of this arbitration provision.

Claims include Claims that arose before we entered into this account Agreement (such as Claims related to advertising) and af ter termination of this account Agreement.

Claims Not Covered By Arbitration: Claims subject to our agreement to arbitrate shall not include any Claim you file in a small claims court, so long as the Claim remains in such court and advances only an individual claim for relief.

Commencing an Arbitration: The party initiating arbitration must choose one of the following arbitration forums to administer the arbitration:
• The American Arbitration Association (“AAA”) under AAA’s Consumer Arbitration Rules, except as modified by this account Agree ment. AAA’s Rules may be obtained from www.adr.org or 1-800-778-7879 (toll-free). • JAMS/Endispute (“JAMS”) under JAMS’ Comprehensive Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures, including JAMS’ Consumer Minimum Standards, except as modified by this account Agreement. JAMS’ Class Action Procedures shall not apply. JAMS’ rules may be obtained from www.jamsadr.com or 1-800-352-5267 (toll-free).

If the chosen arbitration forum is for any reason unable to serve, then the parties may agree to a comparable substitute orga nization. If the parties are unable to agree, then a court of competent jurisdiction shall appoint a substitute organization.

Arbitration Procedure: The arbitration shall be decided by a single neutral arbitrator selected in accordance with AAA’s or JAMS’ rules, as applicable. The arbitrator will decide the dispute in accordance with the terms of our account Agreement and applicable substantive law, including the Federal Arbitration Act and applicable statutes of limitation. The arbitrator shall honor claims of privilege recognized at law. The arbitrator m ay award damages or other relief (including injunctive relief) available to the individual claimant under applicable law. The arbitrator will not have the authority to award relief to, or against, any person or entity who is not a party to the arbitration. The arbitrator will take reasonable steps to protect customer account information and other proprietary or confidential information. Any arbitration hearing shall take place in the federal judicial district that includes your home address, unless you and we agree in writing to a different location or the arbitrator so orders. If all Claims are for $10,000 or less , you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in -person hearing in accordance with AAA’s or JAMS’ rules.

At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding, subject to judicial review only to the extent allowed under the Federal Arbitration Act. You or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.

No Class Action or Joinder of Parties: You and we agree that no class action, private attorney general, or other representative claims may be pursued in arbitration, nor may such action be pursued in court if either you or we elect arbitration. Unless mutually agreed to by y ou and us, Claims of two or more persons may not be joined, consolidated, or otherwise brought together in the same arbitration (unless those persons are joint account owners or beneficiaries on your account and/or related accounts, or parties to a single transaction or related transaction). If this specific paragraph is determined by the arbitrator to be unenforceable, then this entire provision shall be null and void.

Arbitration Costs: Unless the applicable arbitration rules at the time of filing a Claim are more favorable to you, we will advance (i) all arbitration costs in an arbitration that we commence, and (ii) the first $2,500 in arbitration filing, administration, and arbitrator’s fees in an arbitration that you commence. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party.

Applicable Law: You and we agree that you and we are participating in transactions that involve interstate commerce and that this provision and any resulting arbitration are governed by the Federal Arbitration Act. To the extent state law applies, the laws of the state governing your account relationship apply. No state statute pertaining to arbitration shall apply.

Severability: Except as this provision otherwise provides, if any part of this provision is deemed to be invalid or unenforceable by the arbitrator, that part will be severed from the remainder of this provision and the remainder of this provision will be enforced.

ATTORNEY’S FEES
Where used, “attorney’s fees” includes our attorney’s fees, court costs, collection costs, and all related costs and expenses . Notwithstanding any provision in this Agreement to the contrary, any provision for attorney’s fees in this Agreement shall not be enforceable in any dispute governed by the laws of California or Oregon. 28 Item 18
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23 FUNDS AVAILABILITY: YOUR ABILITY TO WITHDRAW FUNDS – ALL ACCOUNTS This funds availability policy applies to deposits into a checking or savings account made at a branch or ATM. This policy may not apply to deposits made remotely through a mobile or other electronic device.

Some sections of this disclosure apply to all accounts and all customers. There are special sections for New Accounts, Commercial Accounts, Wealth Management Accounts and Retail Consumer and Business Accounts. We will make that clear in the section headings.

Funds “availability” means your ability to withdraw funds from your account, whether those withdrawals are to be in cash, by check, automatic payment, or any other method we offer you for access to your account. If deposited funds are not “available” to you on a given day, you may not wit hdraw the funds in cash and we may not use the funds to pay items that you have written or honor other withdrawals you request. If we pay items that you have written or honor other withdrawals before funds are available to you, we may charge a fee for this. Please review the product pricing information disclosure for information regarding overdraft fees associated with your accounts.

Please remember that even after the item has “cleared,” we have made funds available to you, and you have withdrawn the funds, you are still responsible for items you deposit that are returned to us unpaid and for any other problems involving your deposit. See our Returned Deposited and Cashed Items section.

DETERMINING THE AVAILABILITY OF A DEPOSIT – ALL ACCOUNTS The day funds become available is determined by counting business days from the day of your deposit. Every day is a business day except Saturdays, Sundays, and federal holidays. If you make a deposit in person before our “cutoff time” on a business day we are open, we will consider that day to be the day of your deposit for purposes of calculating when your funds will become available. However, if you make a deposit after the cutoff time, or on a day we are not open, we will consider that the deposit was made on the next business day we are open.

Our cutoff times vary from branch to branch. The earliest cutoff time at any of our branches is 2:00 p.m. (local time at the branch).

If a deposit is made after 8:00 p.m. (local time at the ATM location) or on a day we are not open, we will consider the deposit to be made on the next business day we are open.

Deposits you send by mail are considered deposited on the business day it arrives if it arrives by the cutoff time at the branch of deposit. In all cases, availability of any deposit assumes that a requested withdrawal will not overdraw the account.

IMMEDIATE AVAILABILITY – ALL ACCOUNTS
The following types of deposits will usually be available for withdrawal immediately under normal circumstances:
• Cash (if deposited in person to an employee of ours); • Electronic direct deposits;
• Wire transfers; and
• The first $225.00 from the total of all other deposits made on any given day.

Cash and wire transfer deposits are subject to the Special Rules for New Accounts and the $225.00 availability is subject to the rule in the section titled Longer Delays May Apply.

LONGER DELAYS MAY APPLY
Government Checks, Cashier’s Checks, and Other Types of Special Checks. If you make a deposit of one of the following items in person to one of our employees, our policy is to make the funds from those deposits available no later than the first business day after the day of deposit:
• State and local government checks that are payable to you; • Cashier’s, certified, and teller’s checks that are payable to you; and • Federal Reserve Checks, Federal Home Loan Checks, and U.S. Postal Money orders that are payable to you.

If you do not make your deposit in person to an employee of the bank (for example, if you mail us the deposit), funds from th ese deposits may be available no later than the second business day after the day of deposit. However, we may delay funds for a longer period of time, see section t itled Longer Delays May Apply – Safeguard Exceptions.

Case-by-Case Delays. In some cases, we will not make all of the funds that you deposit available to you as provided above. Depending on the type of check that you deposit, funds may not be available until the second business day after the day of your deposit. The first $225.00 of your deposit, however, will be available no later than the first business day after the day of deposit, and usually immediately.

If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees (including a deposit made at an ATM) or if we decide to take this action after you have left the premises, we will mail you the notice by the day after we receive your deposit.

If you will need the funds from a deposit right away, you should ask us when the funds will be available.

Safeguard Exceptions. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
• We believe a check you deposit will not be paid.
• You deposit checks totaling more than $5,525.00 on any one day. • You redeposit a check that has been returned unpaid.
• You have overdrawn your account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment.

We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. They will generally be available no later than the seventh business day after the day of your deposit.

RETAIL CONSUMER, BUSINESS

AND COMMERCIAL ACCOUNTS
Our general availability policy for these accounts is to make funds available to you on the first business day after the day of deposit. We generally make some portion of a day’s deposits available for withdrawal immediately. See the previous section for the types and amounts of deposits that are available immediately.

WEALTH MANAGEMENT ACCOUNTS
Our general availability policy for Private Client Accounts is to make funds you deposit available to you immediately. This immediate availability policy includes all deposits at any ATM. The section above titled Longer Delays May Apply also applies to your accounts. If we impose a delay as provided in that section, then the sections titled Cashing Checks and Other Accounts may also apply. 29 Item 18
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24 DEPOSITS AT AUTOMATED TELLER MACHINES – RETAIL CONSUMER, BUSINESS AND COMMERCIAL ACCOUNTS Our Machines. If you make a deposit at a deposit-accepting ATM identified as ours with the U.S. Bank name, your deposit will generally be available on the first business day after the day of deposit. However, in certain circumstances, and at U.S. Bank’s discretion, the funds may not be available until the second business day after the day of deposit.

Partner ATMs. U.S. Bank has established alliances to expand ATM convenience. These partner ATMs display the U.S. Bank logo and are included in the definition of a U.S. Bank ATM. However, these ATMs generally do not accept deposits. If we permit a deposit at a partner ATM, your deposit will not be available until the fifth business day after the day of deposit.

Other Machines. Generally, deposits at an ATM that is not identified as ours with the U.S. Bank name are not permitted. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit will not be available until the fifth business day after the day of deposit.

SPECIAL RULES FOR NEW ACCOUNTS – RETAIL CONSUMER AND BUSINESS ACCOUNTS If you are a new customer, the following special rules will apply during the first 30 days your account is open.

Funds from electronic direct deposits and deposits of cash and wire transfers to your account will be available on the day we receive the deposit. The first $5,525.00 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, on-us checks (checks drawn on U.S. Bank), and federal, state and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess amount over $5,525.00 will be available on the fifth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,525.00 will not be available until the second business day after the day of your deposit.

Funds from all other check deposits will generally be available on the fifth business day after the day of your deposit. In c ertain instances, we may hold funds from other check deposits for longer than five business days. For example, if we receive a check that falls within the Safeguard Exception description above, we may delay funds for up to seven business days. If we do so, we will provide you with a hold notice at the time of deposit or when we learn that we will hold the funds from the deposit.

CASHING CHECKS
If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cashed would have been available if you had deposited it.

OTHER ACCOUNTS
If we accept for deposit a check that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other accou nt would then not be available for withdrawal until the day the deposited item would have been available, which will usually be the first business day after the day of deposit.

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS
All other sections of this Agreement apply to consumer and business accounts alike, (except when a rule specifically says it will apply to consumers). T he following sections apply to accounts used primarily for business purposes.

UNLAWFUL INTERNET GAMBLING AND OTHER ILLEGAL TRANSACTIONS You agree that you, or anyone acting on your behalf, will not use your account, access device or banking relationship with us to facilitate illegal transactions such as those prohibited by the Unlawful Internet Gambling Act of 2006, or otherwise violate any law, rule or regulation applicable to you. If we identify a suspected illegal transaction, we may block such transactions, and further we may close your account or terminate our banking relationship with you.

DEPOSIT OF PRE-AUTHORIZED DRAFTS
A pre-authorized draft is an arrangement whereby you get authority from a person (a customer, usually) to access a deposit account owned by that person to pay a debt that person owes you. You deposit these “drafts” into a deposit account with us, and we collect them from your customers, who may have accounts with us or other banks. (These “drafts” are checks you create based on information your customer provides you, such as the customer’s name and account number, and the express permission your customer gave you to draw on his account.) When you deposit these pre-authorized drafts, you make the following agreements and warranties:

1. You have express, verifiable and binding authorization from your customer to access his, her or its account for the amount you ask us to collect;

2. You will keep the proof of your authorization in retrievable form for not less than two years from: (a) the date of the authorization of a one-time draft; or (b) from the date of revocation of the authorization of recurring drafts. You agree to provide us with such proof upon our request;

3. We may reverse any credit given to you for any draft deposited to your account and returned to us regardless of when it is re turned or the reason for the return. We may take funds in your account to pay the amount you owe us, and if there are insufficient funds in your account, you will still owe us the remaining balance.

EARNINGS CREDIT
Fees for services used by you may be assessed in full to your accounts or may be offset through account analysis by applying earnings credit to your service charges to determine a single monthly net service charge. Your earnings credit rate is established by us and will change from time to time. For business accounts, the variable earnings credit rate may be zero or a negative rate. If the earnings credit rate for any of your account(s) or the index or other referenced rate upon which the earnings credit rate for your account(s) is based is at any time less than zero percent, you agree to pay all amounts of the negative earnings credit or fees which we impose as compensation for the negative earnings credit rate. Your net service charge could be zero if your earnings credit equals or exceeds your total charges in a given month.

If your earnings credit is not sufficient to offset the amount due hereunder, you agree to pay such amounts to us upon demand.

WAIVER OF NOTIFICATION OF REDEPOSITED CHECKS
When you deposit checks to your account, you have a right to be notified whenever a check you deposit is returned unpaid. We offer a plan (to businesses who elect it) whereby we will automatically redeposit checks returned unpaid due to insufficient funds. To simplify collection of these items, you give up this right to notification for those items we redeposit. If these items are returned unpaid a second time, you will receive standard notification.

We may withhold the availability of funds represented by a redeposited check. We will notify you of such delay.

FACSIMILE SIGNATURES
You may wish to use a facsimile signature stamp or other mechanical signature device to sign checks or other orders relating to your accounts. If you do, we will, without contacting you, debit your account for items bearing an imprint that looks substantially like your authorized mechanical signature, whether or not such items bear the actual facsimile signature stamp. You agree to notify us and give us a sample imprint if you plan to use such a device. If you do not give us a sample, this 30 Item 18
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25 section still applies to your use of the device. You are responsible for the security of any mechanical signature device. We will not be responsible for payment of unauthorized items bearing an imprint from, or similar to, your authorized mechanical signature.

DEPOSITS
Truncation, Substitute Checks, and Other Check Images: If you truncate an original check and create a substitute check or other replacement document, or other paper or electronic image of the original check, you warrant that no one will be asked to make payment on the original check, a substitute check or any other electronic or paper image, if the payment obligation relating to the original check has already been paid. You also warrant that any substitute check(s) you create conforms to the legal requirements and generally accepted specifications for substitute checks. You agree to retain the original check in conformance with the time requirements as outlined in your remote deposit capture agreement with us. You agree to indemnify us for any loss we may incur as a result of any truncated check transaction you initiate. We can refuse to accept substitute checks that have not previously been warranted by a bank or other financial institution in conformance with the Check 21 Act. Unless specifically stated in a separate agreement between you and us, we do not have to accept any other electronic or paper image of an original check.

Deposit Preparation, Sorting, and Endorsements: You agree to properly prepare, sort, and endorse all deposits according to requirements specified in any applicable user guides and Federal Regulation CC. We require that you include the external processing code of “6” in Position 44 of the MICR line for all remotely created checks, and we reserve the right to dishonor any remotely created check that does not meet the requirement. You agree to indemnify us for any loss we incur that results from your failure to comply with these requirements.

Requalification: If you elect to have another bank or entity receive and process all of your returned checks, such other bank’s endorsement may be obscured by our depository bank endorsement. You understand and agree that any other endorsement placed on your checks that identify another bank as the depository bank o r the bank to which checks should be returned may result in illegible or double endorsements, which may delay the return of your checks. You agree we shall not be liable for any such delays.

FRAUD PREVENTION MEASURES
We offer certain products and services, such as “positive pay,” and account blocks and filters that are designed to detect or deter fraud. Failure to use such services could substantially increase the likelihood of fraud. If you fail to implement any of these products or services, or if you f ail to follow these or other precautions reasonable for your type of account or circumstances, you agree that 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 we will not be required to re-credit your account or otherwise have any liability for paying such items.

CUSTOMER SEGREGATED ACCOUNTS. Notwithstanding anything to the contrary in this Agreement or any other agreement, we will maintain all money designated as client money—by broker-dealers, future commission merchants, or derivatives clearing organizations—in customer segregated accounts in accordance with acknowledgement letters required by applicable SEC and CFTC rules and regulations.

ELECTRONIC BANKING AGREEMENT FOR CONSUMER CUSTOMERS
This section applies to payment orders and funds transfers governed by the Electronic Fund Transfer Act. When you enroll in online and mobile banking we will provide you with the U.S. Bank Digital Services Agreement that governs the use of all online and mobile services (“Digital Services”).

If you have any questions regarding electronic banking transactions or believe that an unauthorized transaction has occurred, please call U.S. Bank 24-Hour Banking (see last page for phone numbers), visit a local U.S. Bank branch or write to:

U.S. Bank 24-Hour Banking
EP-MN-WS5D
60 Livingston Ave.

St. Paul, MN 55107
Please read this disclosure carefully because it tells you your rights and obligations for the transactions listed. You should keep this notice for future reference.

TYPES OF TRANSACTIONS
These are the types of Electronic Fund Transfers that you can accomplish with us (assuming you make arrangements to do so).

Electronic Fund Transfers Initiated by Third Parties. You may authorize a third party to initiate electronic fund transfers between your account and the third party’s account. These transfers to make or receive payment may be one-time occurrences or may recur as directed by you. These transfers may use the Automated Clearing House (ACH) or other payments network. Your authorization to the third party to make these transfers can occur in a number of ways. In all cases, these third-party transfers will require you to provide the third party with your account number and bank information. Thus, you should only provide your bank and account number information (whether over the phone, the Internet, or via some other method) to trusted third parties whom you have au thorized to initiate these electronic fund transfers. Examples of these transfers include, but are not limited to:

Direct Deposits. You can arrange for direct deposits to your checking or savings account(s).

Preauthorized Payments. You can arrange to pay certain recurring bills from your checking or savings account(s).

Electronic check conversion. You may authorize a merchant or other payee to make a one-time electronic payment from your checking account using information from your check to pay for purchases or pay bills.

Electronic returned check charge. You may authorize a merchant or other payee to initiate an electronic fund transfer to collect a charge in the event a check is returned for insufficient funds.

Expanded Account Access
What it is. Any card or PIN (personal identification number) can be used to access up to five checking, savings, line of credit and credit card account(s) held in the same name at U.S. Bank or any of its bank affiliates; and any account you open with us and our affiliates may be accessed by your card or PIN. “Access” means use of a card or account number and PIN to conduct a transaction or obtain information at ATMs, over the telephone, through personal computer banking, or any other available method. If the card or PIN is for a joint account, that card or PIN can be used to access all the accounts linked to the card or PIN account, whether joint or individual. Expanded Account Access is also applicable to your Digital Services.

The “cards” that can get Expanded Account Access. All U.S. Bank Debit Cards and ATM cards (excluding prepaid cards), and all U.S. Bank-issued Credit Cards (including, but not limited to, co-branded credit cards, and all credit lines issued through U.S. Bank and U.S. Bank affiliates).

Fees and Charges for Expanded Account Access. There are no additional fees or charges just for Expanded Account Access, but fees applicable to each applicable account will continue to apply in accordance with the terms of the applicable account agreements. The fees and terms for each of your accounts will be as disclosed in the Consumer Pricing Information disclosure. (This document can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) The fees and terms for your personal credit cards and lines of credit are disclosed in the applicable cardmember agreement. 31 Item 18
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26 How to Cancel. You can visit a branch or call the U.S. Bank 24-Hour Banking number at any time to cancel Expanded Account Access. If you cancel Expanded Account Access for any account, that account will not be accessible by any card or PIN other than the card or PIN specifically designated for that account.

Account Access at Automated Teller Machines
You can access up to five checking, five savings, and five line(s) of credit or credit card accounts at U.S. Bank ATMs through all your cards held in the same name (excluding prepaid cards).

You may perform the following transactions at ATMs:
• Make cash withdrawals from your checking and savings accounts associated with your card. Cash denominations vary by ATM. • Get cash advances from your credit card account using your U.S. Bank Debit Card or ATM card. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Deposit up to 30 checks and 50 bills in a single transaction. Instant availability for cash deposits if deposited before 6:00 p.m. local time in a non-envelope deposit ATM. • Transfer funds from your account(s) associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card. • Check the current balance of your checking, savings, credit card and line of credit accounts associated with your card. • Request a statement showing your most recent deposit account transactions. (Refer to the Consumer Pricing Information disclosure regarding any fees for purchasing statements at ATMs. This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) • Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card. • You may access your Home Equity Line of Credit or Personal Line of Credit for balance inquiries and making a payment to the respective line of credit at the ATM.

Some of these transactions are not available at all ATMs.

For customers with a Debit or ATM card that have accessed a Home Equity Line of Credit or a Personal Line of Credit through the expanded card access feature, cash withdrawals/advances and transferring from the Home Equity Line of Credit or Personal Line of Credit is not allowed.

Purchases at Merchants
You may use any of your U.S. Bank Debit Cards to make purchases at merchants that accept Visa® debit cards. You may use your U.S. Bank ATM Card and any of your U.S. Bank Debit Cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits.

Purchases made with your card will result in debits to your “primary” checking account. These transactions will be itemized o n your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase.

Partial Debit Card Transactions
Some merchants may be enrolled in Visa’s Partial Authorization service. This means that if you chose ‘No’ to ATM and Debit Ca rd Overdraft Coverage, your transaction may be approved for only part of your total purchase amount. This occurs when you do not have a sufficient Available Balance, necessary to pay for the entire transaction, at the time of the purchase. Additionally, funds from your designated account(s) linked for Overdraft Protection (if applicable) may be considered when determining the amount that is authorized.

For example, if you attempt a $30.00 transaction when your account has an Available Balance of $20.00, your purchase may be approved for $20.00 instead of the entire transaction being declined.

Other Electronic Transactions
In addition to transactions initiated by using your U.S. Bank Debit Card, there are other electronic banking transactions that you may arrange through your account.

These include:
• Telephone/personal computer activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone, text, online and mobile banking. • Automatic transfer of funds between checking and savings accounts. • Automatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments).
• Direct deposit to checking or savings accounts (for example, payroll checks, social security payments). • Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations. • Payments made to your account through your U.S. Bank Debit Card. • You can also use any of your U.S. Bank Debit Cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.

LIMITS ON TRANSFERS
New Accounts
Generally, you cannot make deposits at a non-U.S. Bank ATM. If we permit a deposit at an ATM that is not identified as ours with the U.S. Bank name, your deposit will not be available until the fifth business day after the day of deposit.

Security
For security reasons, there are limitations on the transactions that you may perform with any of your U.S. Bank Debit Cards or U.S. Bank ATM Cards per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. For security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase. There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m. Central Time. Our standard transaction limits for ATM cards are $300.00 per day for cash withdrawals and $1,000. 00 per day for purchases. Our standard transaction limits for debit cards are $500.00 per day for cash withdrawals and $1,000.00 per day for purchases and/or cash advances at banks. Our standard transaction limits for receiving money through your U.S. Bank Debit Card are $3,000.00 per transaction and $10,000.00 per day . We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems.

Debit Card Transactions
When you use your U.S. Bank Debit Card (Debit Card) for payment, the merchant requests U.S. Bank to authorize the transaction amount. We rely on the merchant to inform us if a debit card transaction is a one -time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment. 32 Item 18
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27 Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merc hant presents the item for payment, a completion message is received, or three business days, whichever occurs first. If the debit card authorization has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.

If any debit card transaction results in a negative Available Balance at the time it is presented for payment—even if your Available Balance was positive at the time the debit card transaction was authorized —you may be charged an Overdraft Paid Fee. For more information on Available Balance please see the section titled INSUFFICIENT FUNDS AND OVERDRAFTS.

Please know, it is your responsibility to ensure your account has a sufficient Available Balance to cover all transactions you conduct. We recommend keeping a record of your balance and deducting every transaction at the time you initiate it.

FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our Consumer Pricing Information disclosure. (This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) The fees may be changed at any time, subject to our giving you any notice required by law.

ATM Surcharges. When you use an ATM that is not identified as ours with the U.S. Bank name, and the ATM does not participate in the MoneyPass® Network, you may be charged a fee by the ATM operator or any network used to complete the transfer. To find MoneyPass ATM locations, please visit www.moneypass.com.

USING YOUR CARD FOR INTERNATIONAL TRANSACTIONS
You may use your U.S. Bank Debit Card or ATM card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs that bear any of the network logos found on your card. Refer to our Consumer Pricing Information disclosure for fee information. (This disclosure can be obtained by contacting a U.S. Bank branch or calling 800.872.2657.) We may block transactions in certain foreign countries. Call us at 800.872.2657 for more information. Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions.

U.S. Bank does not control how these merchants, ATMs and transactions are classified for this purpose. If the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.

Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the gover nment-mandated rate in effect for the applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.

Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503.401.9991.

ADVISORY AGAINST ILLEGAL USE
You agree not to use your card(s) for illegal gambling or any other illegal purpose. Display of a payment card logo by, for e xample, an online merchant does not necessarily mean that transactions are lawful in all jurisdictions in which you may be located; therefore, we reserve the right to decline all online (Internet) gambling transactions.

DOCUMENTATION
Terminal transfers. You can get a receipt at the time you make any transfer to or from your account using automated teller machines or point -of-sale terminals.

However, you may not get a receipt if the amount of the transfer is $15.00 or less.

Pre-authorized credits. If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call U.S. Bank 24-Hour Banking, log in to the U.S. Bank Mobile App or visit our online banking site at usbank.com to find out whether or not the deposit has been made.

Periodic statements. You will get a monthly account statement unless there are no transfers in a particular month. In any case, you will get the s tatement at least quarterly for an account to or from which you have arranged for electronic access. In the event your account has become inact ive as defined in the section titled Dormant Accounts and Escheat (refer to page 15) and you have had no electronic activity, you will receive an annual statement.

PREAUTHORIZED PAYMENTS
If you have arranged for automatic periodic payments to be deducted from your checking or savings account and these payments vary in amount, you will be notified by the person you are going to pay ten calendar days prior to the payment date of the amount to be deducted. If the date upon which your payment is scheduled to be deducted changes, the person you are going to pay will notify you seven calendar days prior to the new scheduled date. To confirm the completion of automatic transfers, payments and/or direct deposits, please contact U.S. Bank 24-Hour Banking, log in to the U.S. Bank Mobile App or visit our online banking site at usbank. com.

Right to Stop Payment of Preauthorized Transfers
To stop a preauthorized electronic payment or transfer, please call U.S. Bank 24 -Hour Banking (see last page for phone numbers). You must call in time for us to receive your request and to be able to act upon it, which in the case of these electronic payments, is at least three busines s days before the transfer is scheduled to occur. We may also require you to put your request in writing and forward it to us within 14 days after you call.

If you order us to stop one of these payments at least 3 business days before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

OUR LIABILITY
Liability for failure to make transfers. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

1. If, through no fault of ours, you do not have enough money in your account to make the transfer.

2. If you have an overdraft line and the transfer would go over the credit limit.

3. If the automated teller machine where you are making the transfer does not have enough cash.

4. If the terminal or system was not working properly and you knew about the breakdown when you started the transfer.

5. If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken.

6. There may be other rules/limitations stated in our agreement(s) with you that excuse our failure to make a requested transfer (for example, the monthly limit on certain transfers out of non-transaction savings accounts; refer to Savings Accounts, Withdrawal section on page 18 for additional details). 33 Item 18
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28 Authorized Transactions
We assume that all transactions performed with your U.S. Bank ATM Card or any of your U.S. Bank Debit Cards and/or your personal identification number (PIN) are authorized unless you promptly notify us to the contrary. If you intentionally provide another person with the means to perform electronic banking transactions using your account, any resulting transactions will be treated as if they were performed and authorized by you. Such treatment will continue until you notify U.S. Bank Fraud Liaison Center (see page 31) that the other person is no longer authorized to use your card and/or PIN (in which case the card and PIN will have to be deactivated).

UNAUTHORIZED TRANSACTIONS AND LOST OR STOLEN CARDS
An unauthorized transaction is one that another person conducts without your permission and from which you receive no benefit.

In order to avoid unauthorized transactions, please observe the following basic precautions:
• Do not keep your U.S. Bank ATM Card or U.S. Bank Debit Card and personal identification number (PIN) together. Do not write your PIN on your card. • Do not provide your card or reveal your PIN to another person. If you do so, you authorize that person to conduct transactions using your card or PIN. You are liable for that person’s transactions until you notify U.S. Bank Fraud Liaison Center (see below) that the person is no longer authorized to use your card or PIN. • Notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch of the loss, theft or unauthorized use of your card or PIN. • Notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch if you think an electronic banking transaction is incorrectly r eported on a receipt or statement.

Failure to promptly notify U.S. Bank Fraud Liaison Center or any U.S. Bank branch of the loss, theft, or unauthorized use of your card or PIN will result in inconvenience to you and will hinder the efficient operation of your account.

U.S. Bank Fraud Liaison Center
877.595.6256
We reserve the right to cancel, block, and not renew your access device for any reason, with or without prior notice. Reasons for suspension of access may include, for example:
• Detection of suspicious or fraudulent activity;
• Lack of usage;
• Misuse; or
• Access devices returned as undeliverable by postal service.

CONSUMER LIABILITY FOR UNAUTHORIZED TRANSFERS
Zero Liability for All Transactions. Except as provided in the next paragraph, you are generally protected from all liability for unauthorized use of any of your U.S. Bank Debit Cards, the associated account numbers printed on them (including purchases made over the phone, online or in the U.S. Bank Mobile App) and your ATM card or its associated personal identification number (PIN). You still need to report the loss or theft of these cards, P INs, and any unauthorized transactions to us as soon as you can. This is necessary so you can get any unauthorized transactions reversed, prevent further unauthoriz ed transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice. This policy also protects you from liability for other types of electronic fund transfers. Please follow the section entitled Error Resolution Notice to report any unauthorized activity on your account.

After 60 Days from Statement Notice. If you fail to give us notice of an unauthorized electronic fund transfer within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all unauthorized electronic fund transfers that o ccur after that 60-day period expires if we could have prevented such transaction had you reported it to us within the 60-day period. This rule applies to all forms of electronic fund transfers (including but not limited to ATM transactions, preauthorized withdrawals, online or mobile transactions, and purchases with any of your U.S. Bank Debit Cards, etc.) that occur after the 60-day period following the first statement notice.

If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend this time period.

MINNESOTA LIABILITY DISCLOSURE
If our records assign your account to a branch located in the State of Minnesota, you may bring a civil action against any person violating the consumer privacy and unauthorized withdrawal provisions of Minnesota Statutes § 47.69, and may recover, in addition to actual damages or $500.00, whichever is greater, punitive damages when applicable, and the court costs and reasonable attorney’s fees incurred.

BUSINESS DAYS
Bank “business days” are Monday through Friday. Federal holidays are not included.

CONFIDENTIALITY
We will disclose information to third parties about your account as permitted by law or the transfers you make:

1. where it is necessary for completing transfers; or

2. in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or

3. in order to comply with government agency or court orders; or

4. if you give us your written permission; or

5. according to our privacy pledge, which generally permits us to share information with companies that perform marketing or other services on our behalf.

ERROR RESOLUTION NOTICE
In case of errors or questions about your electronic transfers, call U.S. Bank 24-Hour Banking at a number on the last page, visit any U.S. Bank branch or write us at the address listed below, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

1. Tell us your name and account number (if any).

2. Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.

3. Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your dispute or question in writing within ten business days. We will determine whether an error occurred within ten business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your dispute or question. If we decide to do this, we will credit your account within ten business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your dispute or question in writing and we do not receive it within ten business days, we might not provisionally credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your dispute or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. 34 Item 18
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29 You may ask for copies of the documents that we used in our investigation. Write to us at:

U.S. Bank
EP-MN-WS5D
60 Livingston Ave.

St. Paul, MN 55107
Error resolution and contact information with respect to online and mobile banking services is provided in our Digital Services Agreement. The online banking site may be accessed by going to the U.S. Bank web site at usbank.com and following the directions to log in to online and mobile banking. More detailed information is available on request.

NOTICE OF ATM/NIGHT DEPOSIT FACILITY USER PRECAUTIONS
As with all financial transactions, please exercise discretion when using an automated teller machine (ATM) or night deposit facility. For your own safety, be careful.

The following suggestions may be helpful:

1. Prepare for your transactions at home (for instance, by filling out a deposit slip) to minimize your time at the ATM or night deposit facility.

2. Mark each transaction in your account record, but not while at the ATM or night deposit facility. Always save your ATM receipts. Do not leave them at the ATM or night deposit facility because they may contain important account information.

3. Compare your records with the account statements you receive.

4. Do not lend your ATM card to anyone.

5. Remember, do not leave your card at the ATM. Do not leave any documents at a night deposit facility.

6. Protect the secrecy of your Personal Identification Number (PIN). Protect your ATM card as though it were cash. Don’t tell an yone your PIN. Don’t give anyone information regarding your ATM card or PIN over the telephone. Never enter your PIN in any ATM that does not look genuine, has been modified, has a suspicious device attached, or is operating in a suspicious manner. Don’t write your PIN where it can be discovered. For ex ample, don’t keep a note of your PIN in your wallet or purse.

7. Prevent others from seeing you enter your PIN by using your body to shield their view.

8. If you lose your ATM card or if it is stolen, promptly notify us. You should consult the other disclosures you have received about electronic fund transfers for additional information about what to do if your card is lost or stolen.

9. When you make a transaction, be aware of your surroundings. Look out for suspicious activity near the ATM or night deposit facility, particularly if it is after sunset. At night, be sure that the facility (including the parking area and walkways) is well lighted. Consider having someone accompany you when you use the facility, especially after sunset. If you observe any problem, go to another ATM or night deposit facility.

10. Do not accept assistance from anyone you do not know when using an ATM or night deposit facility.

11. If you notice anything suspicious or if any other problem arises after you have begun an ATM transaction, you may want to cancel the transaction, pocket your card and leave. You might consider using another ATM or coming back later.

12. Do not display your cash; pocket it as soon as the ATM transaction is completed and count the cash later when you are in the safety of your own car, home, or other secure surrounding.

13. At a drive -up facility, make sure all the car doors are locked and all of the windows are rolled up, except the driver’s window. Keep th e engine running and remain alert to your surroundings.

14. We want the ATM and night deposit facility to be safe and convenient for you. Therefore, please tell us if you know of any pr oblem with a facility. For instance, let us know if a light is not working or there is any damage to a facility. Please report any suspicious activity o r crimes to both the operator of the facility and local law enforcement officials immediately.

ELECTRONIC BANKING AGREEMENT FOR BUSINESS CUSTOMERS
This section governs transactions initiated by you or your employees using a U.S. Bank Business Debit Card or ATM Card, or other U.S. Bank card products offered to business customers from time to time by U.S. Bank (“Business Debit Card(s)”). Your use of business debit cards is subject to the fees and terms of your checking and savings accounts as set forth elsewhere in this Agreement and in related brochures and fee schedules, which are available at any branch in your state. Some ATM networks impose an additional transaction fee unrelated to our fees and charges and may be assessed to your account. Other el ectronic transactions against your account, whether or not initiated or authorized by you will be governed by the specific Agreement between us related to such transactions and/ or all applicable rules and regulations governing such transactions, including without limitation, the rules of the National Automated Clearing House Association (NACHA) as may be amended from time to time.

Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m. Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the originator of the transaction.

ACCOUNT ACCESS
Any business debit card or personal identification number (PIN) issued to or selected by you, except sole proprietors who cho ose to have a sole proprietor business debit card, may access only related business checking or business savings accounts (for example, accounts with the same name or tax identification number). Sole proprietor business debit cards, however, can access up to five checking accounts, five savings accounts, and five line of cr edit or credit card accounts through Expanded Account Access. Sole proprietor cards may access business and personal accounts. For more information on Expanded Account Access, see the Consumer Electronic Banking Agreement.

Access methods will differ depending on the business debit card selected by you and approved by us. All business debit card services may not be available depending on the access method selected.

Security
For security reasons, there are limitations on the transactions that you may perform with any of your U.S. Bank Business Debi t Cards or U.S. Bank Business ATM Cards, per day. There are limitations on the number of transactions that can be performed per day and the limits may vary. Fo r security reasons we do not disclose these limits. There are limitations on the dollar amount of cash withdrawals at ATMs and/or cash that you receive from merchants over the amount of your purchase.

There are also limitations on the total dollar amount of purchases at merchants and/or cash advances at Visa® member banks you may perform during each 24-hour period beginning at 4:30 p.m. Central Time. Our standard transaction limits for business ATM cards are $500.00 per day for cash withdrawals and $2,500.00 per day for purchases. Our standard transaction limits for business debit cards are $500.00 per day for cash withdrawals and $10,000. 00 per day for purchases and/or cash advances at banks. Our standard transaction limits for receiving money through your U.S. Bank Debit Card are $3,000.00 per transaction and $10,000.00 per day. We may change these limitations based on periodic risk assessments and we reserve the right to make such changes without notice to you. Transfer limits are also subject to temporary reductions to protect the security of customer accounts or transfer systems. 35 Item 18
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When you use your U.S. Bank Business Debit Card (Debit Card) for payment, the merchant requests U.S. Bank to authorize the transaction amount. We re ly on the merchant to inform us if a debit card transaction is a one-time or a recurring transaction. At the time of the request, we authorize (promise to pay) or decline the merchant’s request. If we authorize (promise to pay) we will reduce your Available Balance by the amount of the merchant’s authorization request. Some merchants (e.g., hotels, restaurants, gas stations, car rental agencies) request an authorization that is an estimated amount of the anticipated purchase instead of the full purchase amount. As a result, the reduction of your Available Balance may be less or greater than the final debit card transaction amount presented for payment. It is important to note that your Available Balance may change between the time a debit card transaction is authorized and when the debit card transaction is presented for payment.

Debit card authorizations will be reflected as pending transactions from the time we receive the authorization until the merc hant presents the item for payment, a completion message is received, or three business days, whichever occurs first. If the debit card authorization has not been presented for payment after three business days, it will be removed from your pending transactions and your Available Balance will no longer be reduced by the authorization amount. Due to prior authorization (promise to pay), if the debit card transaction is presented for payment at a later date we will pay the item regardless of your Available Balance.

Account Access at Automated Teller Machines
You may use any of your Business Debit Cards (except as noted below in Employee Debit Cards and ATM Cards) to make the following transactions at ATMs:
• Make cash withdrawals from your checking and savings accounts. Cash denominations vary by ATM. • Get cash advances from your credit card or line of credit account. (Refer to your cardmember agreement for any cash advance fees and finance charges that may apply.)
• Deposit funds to checking and savings accounts associated with your card. Deposit up to 30 checks and 50 bills in a single transaction. Instant availability for cash deposits if deposited before 6:00 p.m. local time in a non-envelope deposit ATM. • Transfer funds from your account associated with your card. • Make payments to credit card or line of credit accounts from a deposit account associated with your card. • Check the current balance of your linked checking, savings, credit card and line of credit accounts. • Request a statement showing your most recent deposit account transactions. (Refer to your account fee disclosures regarding any fees for purchasing statements at ATMs.)
• Change your ATM or debit card PIN.
• Make certain charitable contributions from a deposit account associated with your card.

Some of these transactions are not available at all ATMs.

Purchases at Merchants
You may use any of your Business Debit Cards (except as noted below in Employee Debit Cards and ATM Cards) to make purchases at Visa® merchants that accept debit cards. You may use any of your business debit cards to make purchases by entering your PIN at participating merchants. You may also get cash from a merchant, if the merchant permits. Purchases made with your card will result in debits to your “primary” checking account. These transactions will be itemized on your monthly statement, including the merchant name, location, the date of purchase and the amount of the purchase.

Employee Debit Cards and ATM Cards
Business debit cards issued to employees only allow ATM deposits at an automated teller machine. They do not allow ATM cash withdrawals. Employee ATM cards do not have purchase access at merchants.

Other Electronic Transactions
In addition to transactions initiated by using your business debit card, there are other electronic banking transactions that you may arrange through your account.

These include:
• Telephone/personal computer activated transfers of funds from your accounts with us to other accounts with us or to third parties. These include but are not limited to transfers made by telephone, text, online and mobile banking. • Automatic transfer of funds between checking and savings accounts. • Automatic periodic payments to third parties or us from checking or savings accounts (for example, monthly mortgage payments, installment loan payments, insurance payments, utility payments).
• Direct deposit to checking or savings accounts (for example, payroll checks, social security payments). • Electronic check conversions from your checking account using a blank, partial or fully completed personal check at merchant locations. • Payments made to your account through your U.S. Bank Debit Card. • You can also use any of your Business Debit Cards to obtain a cash advance from your checking account at any Visa® member bank anywhere in the world.

FEES
We will charge you fees for electronic fund transfers in accordance with the information found in our Business Pricing Information brochure. The fees may be changed at any time, subject to our giving you any notice required by law.

USING YOUR CARD FOR INTERNATIONAL TRANSACTIONS
You may use your business debit card for retail purchases with international merchants, for international cash advances and all transactions performed at international ATMs that bear any of the network logos found on your card. Refer to our Business Pricing Information brochure for fee information. (This brochure can be obtained by stopping into a U.S. Bank branch. We may block transactions in certain foreign countries. Call us at 800.673.3555 for more information.) Some merchant and ATM transactions, even if you and/or the merchant or ATM are located in the United States, are considered international transactions under the applicable network rules, in which case we will add International Processing Fees to those transactions. U.S. Bank does not control how these me rchants, ATMs, and transactions are classified for this purpose. If the transaction requires a currency conversion, the exchange rate in effect when processed may differ from the rate in effect on the date of the transaction or the date of the posting to your Account.

Transactions processed through the Visa® system will be converted according to the applicable rules established by Visa®. The foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times (a) a rate selected by Visa® from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa® itself receives, or (b) the government-mandated rate in effect for the 36 Item 18
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31 U.S. Bank Fraud Liaison Center
877.595.6256
applicable central processing date. For transactions processed through other networks, the international currency transaction will be converted by that network in accordance with their rules.

Additional fees may apply. If you need to contact us about your card while outside of the United States, call us collect at 503.401.9991.

BALANCE REQUIREMENTS
Transactions using your business debit card will be completed only if sufficient funds are available in the applicable account balance, overdraft protection or other linked credit facility to fully perform the transaction.

UNAUTHORIZED TRANSACTIONS AND LOST OR STOLEN CARDS AND SECURITY You are solely responsible for maintaining the security of your business debit cards and PINs and their use by you and your e mployees and other agents. You shall be liable for the acts of your employees and agents related to your business debit cards, including business debit card applications and other service requests. If you provide another person with the means to perform transactions related to your accounts using your business debit card or PIN, any resulting transactions will be treated as if they were performed and authorized by you.

You are generally protected from all liability for unauthorized use of your business debit card.

The U.S. Bank Zero Liability policy is subject to certain conditions. If we determine that the unauthorized transaction was caused by your gross negligence or fraud, the U.S. Bank Zero Liability policy will not apply. You still need to report the loss or theft of these cards, PINs, and any unauthorized transactions to us as soon as you can. This is necessary so you can get any unauthorized transactions reversed, prevent further unauthorized transactions, and avoid liability for subsequent purchases we could have prevented had you given us notice.

You must report an unauthorized debit card transaction to us within a reasonable time, not to exceed 60 days, from the day we send or make your account statement available to you on which an unauthorized transaction is first reported. If you fail to give us notice of an unauthorized debit card transaction within 60 days of when we first deliver a statement to you that discloses that unauthorized transaction, you will be liable for all debit card trans actions that occur after that 60 -day period expires if we could have prevented such transaction had you reported it to us within the 60-day period.

Please be aware that consumer rights governed by the Electronic Fund Transfer Act do not apply to business accounts and we are not liable to reimburse you for unauthorized or erroneous transactions that may occur on your business account via electronic fund transfer.

If you believe that an erroneous or unauthorized transaction has occurred using your business debit card, or if your card has been lost or stolen, or if you want to cancel a business debit card issued to you or your employee/agent, or if you want to change your PIN, you must immediately telephone us at:

U.S. Bank 24-Hour Banking
Cincinnati Metro Area: 513.632.4141
Denver Metro Area: 303.585.8585
Milwaukee Metro Area: 414.765.4636
St. Louis Metro Area: 314.425.2000
Minneapolis/St. Paul Metro Area: 612.USBANKS (872.2657) Portland Metro Area: 503.USBANKS (872.2657)
All Other Areas: 800.USBANKS
Outside the U.S.: 503.401.9991 (call collect)

U.S. Bank Business Service Center
Monday - Friday: 8:00 a.m. to 8:00 p.m. CT
Saturday: 8:00 a.m. to 6:30 p.m. CT
Minneapolis/St. Paul Metro Area: 651.244.7770
All Other Areas within the U.S.: 800.673.3555
Outside the United States: 503.401.9992

U.S. Bank Fraud Liaison Center
877.595.6256

USB-AIB 5/10/2021 Custom 201727155-020

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U.S. Bank Services
Terms and Conditions

Thank you f or choosing U.S. Bank Services.

This document provides product information,
disclosures and descriptions of the Global
Treasury Management, Foreign Exchange,
Money Center and Safekeeping Services
(“Services”) available at U.S. Bank. Other
documents may become part of our Agreement
depending on the Services selected. Please
read all documents carefully; they will govern the
Services provided to you, the Customer.

Customer shall not be bound by the terms and
conditions for specific Services to the extent
Customer is not using such Service(s).

U.S. Bank National Association
Member FDIC

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U.S. Bank Services – Terms and Conditions

TABLE OF CONTENTS
I. INTRODUCTION ................................ ................................ ................................ ................................ ................................ ................ 1 II. TERMS APPLICABLE TO ALL GLOBAL TREASURY MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER AND SAFEKEEPING SERVICES ................................ ................................ ................................ ................................ ............................... 2 III. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES ................................ ................................ ................................ ........ 6 IV. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY MANAGEMENT SERVICES ................................ ................................ . 7 A-1. EBILL SERVICE ................................ ................................ ................................ ................................ ................................ ............... 7 A-2. E-PAYMENT SERVICE ................................ ................................ ................................ ................................ ................................ .... 8 B. INFORMATION REPORTING AND TRANSACTION SERVICES ................................ ................................ ................................ ....... 10 C. ELECTRONIC DEPOSIT SERVICES ................................ ................................ ................................ ................................ ................ 11 D. ACH SERVICES ................................ ................................ ................................ ................................ ................................ ................ 14 E. WIRE TRANSFER SERVICES ................................ ................................ ................................ ................................ ........................... 18 F. DATA TRANSLATION SERVICES ................................ ................................ ................................ ................................ ..................... 20 G. CASH VAULT SERVICES ................................ ................................ ................................ ................................ ................................ . 22 H. U.S. BANK EASYTAXSM SERVICES ................................ ................................ ................................ ................................ .................. 23 I. PAPER-BASED DISBURSEMENT SERVICES ................................ ................................ ................................ ................................ ... 24 J. POSITIVE PAY SERVICES ................................ ................................ ................................ ................................ ................................ 25 K. LOCKBOX SERVICES................................ ................................ ................................ ................................ ................................ ....... 27 L. HEALTHCARE PAYMENT CONSOLIDATOR ................................ ................................ ................................ ................................ .... 29 M. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION ................................ ................................ ................................ .................... 29 N. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION ................................ ................................ ................................ ....... 30 O. MASTER REPURCHASE AGREEMENT (MRA) ................................ ................................ ................................ ................................ 32 P. ZERO BALANCE ACCOUNT (ZBA) SERVICES ................................ ................................ ................................ ................................ 36 Q. SINGLEPOINT® INTERNATIONAL REQUEST FOR TRANSFER SERVICES ................................ ................................ .................. 36 R. SWIFT-RELATED SERVICES ................................ ................................ ................................ ................................ ........................... 37 V. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE SERVICES ................................ ................................ ...................... 38 A. ELECTRONIC FOREIGN EXCHANGE SERVICES ................................ ................................ ................................ ........................... 38 B. FOREIGN CURRENCY ACCOUNTS ................................ ................................ ................................ ................................ ................. 40 VI. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND SAFEKEEPING SERVICES................................ ............................. 41 A. INVESTMENT, DEPOSITORY AND SAFEKEEPING SERVICES ................................ ................................ ................................ ...... 41 B. TERMS AND CONDITIONS OF ELECTRONIC DELIVERY ................................ ................................ ................................ ............... 45 39 Item 18
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Palo Alto City CouncilJune 17, 2024

Palo Alto City Council
June 17, 2024