SECOND AMENDMENT
TO
AGREEMENT FOR PROFESSIONAL SERVICES
THIS SECOND AMENDMENT is made as of this 15t day of August, 2023, by and between the CITY OF REDONDO BEACH (the "City") and BANK OF AMERICA, N.A. (the "Bank").
WHEREAS, the City and Bank previously entered that certain Agreement for Professional Services dated as of May 23, 2017 (as amended, updated or modified, the "Agreement") for the purposes of providing various banking services more specifically identified therein (the "Services"); and WHEREAS, the City and Bank previously entered that certain First Amendment dated as of April 23, 2019 (the "First Amendment") for purposes of renewing and extending the Agreement from June 1, 2019 through June 1, 2023 and addressing certain account interest matters; and WHEREAS, the City wishes to continue to receive the Services from the Bank, and the City and Bank wish to enter into this Second Amendment for the purpose of revising and updating the Agreement regarding the Services, as provided herein.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration received, and notwithstanding anything to the contrary in the Agreement, the City and Bank hereby agree to amend the Agreement as follows:
1. Agreement Exhibit "A" - "Scope of Services" is hereby deleted in its entirety and replaced by new Exhibit "A" - "Scope of Services" attached hereto.
2. Agreement Exhibit "B" - "Schedule for Completion" is hereby deleted in its entirety and replaced by new Exhibit "B" - "Schedule for Completion" attached hereto.
3. For the avoidance of doubt, with respect to Exhibit B, the City and Bank hereby agree as follows:
a. The Agreement shall be renewed and extended for a new initial term beginning as of June 1, 2023 and running through May 31, 2026.
b. Following the new initial term, there shall also be two optional renewals of one (1) year each, each subject to the mutual agreement of the City and Bank at such time, for further extending the Agreement through May 31, 2027 and May 31, 2028, respectively. c. Notwithstanding the foregoing, the Agreement may be otherwise renewed, extended or further modified or amended, as mutually agreed by the parties, at any time.
4. Agreement Exhibit "C" - "Compensation" is hereby deleted and replaced by new Exhibit "C" - "Compensation - Fee Schedule and Disclosures" attached hereto.
5. For the avoidance of doubt, with respect to Exhibit C, the City and Bank hereby also agree as follows:
a. Fees for services shall be fixed for the new initial term of the Agreement and in accordance with the pricing as outlined in the Depository Analysis Statement included therein. b. Earnings Credit Rate ("ECR") applicable for eligible balances in accounts is a Bank-managed rate, which may move up or down, in the Bank's sole discretion, at any time. c. ECR and the interest-bearing rate shall be set at 3.75% beginning as of the new initial term as provided herein; provided, however, such ECR and interest-bearing rate shall not be fixed for at any period of time during the term of the Agreement and may change at any time. d. The Bank shall not be obligated to conduct any rate or fee reviews for any pricing or ECR and interest-bearing rate adjustments at any time during the term of the Agreement.
6. Agreement Section 18 - "Limitations Upon Subcontracting and Assignment" is hereby deleted in its entirety and replaced with the following:
"18. No Limitations on Assignment and Subcontracting. The Bank may transfer or assign the Agreement, or any or all of its rights or obligations under this Agreement, at any time. The Bank may contract with an outside vendor in providing any of the services under this Agreement, at any time." Redondo Beach - Amendment 2 062623v4 Page 1 of 7
7. Agreement Section 19 - "Subcontractors" is hereby deleted in its entirety and replaced with the following:
"19. Subcontractors. The Bank may contract with an outside vendor in providing any of the services under this Agreement, at any time."
8. The following section shall be added to the Agreement, as follows:
"37. Suspension and Termination by Bank. Notwithstanding and in addition to, and in no way limiting or abridging, any of the rights provided under Bank's Treasury Services Booklet (Agreement Exhibit E):
i. Bank may suspend or terminate any or all services to the City, or the Agreement, at any time and without cause, upon 30 calendar days prior written notice to the City.
Bank may suspend or terminate any or all services to the City, or the Agreement, effective immediately, and Bank will send notice thereof to the City, if any of the following occurs on the part of the City:
a. Breach any of the terms and conditions in the Agreement; b. An information security breach affecting the City;
c. Termination, liquidation or dissolution or disposal of a substantial portion of assets; d. Failure generally to pay debts as they become due;
e. Voluntary or involuntary bankruptcy, insolvency, reorganization or other similar proceeding;
Initiation of any composition with creditors;
g. Material adverse change in financial condition or ability to perform obligations; h. Any guaranty of obligations terminates, is revoked or its validity is contested by the guarantor;
i. An account necessary to provide any service is closed; or Failure to use a service for a significant period of time, the time period of which the Bank shall determine, in its sole reasonable discretion, and that such failure to use constituted dormancy of the service.'
9. Except as otherwise provided herein, all other terms and conditions of the Agreement between the City and Bank shall remain in full force and effect.
IN WITNESS WHEREOF, each of the City and Bank has caused this Second Amendment to be executed on its behalf as of the date first above written by its officer or representative thereunto duly authorized.
CITY OF REDONDO BEACH BANK OF AMERICA, N.A.
- DocuSigned by:
• DocuSigned by:
William C. Brand Angela La tessay
By: -E6413C7231DF4E1. By:
01707300D501488
William C. Brand, Mayor Angela Hershey, Sr. VP and Sr. Client Manager ATTEST:
- Docusigned by:
Clesnor Mangono
By:_ - 72F2AC716C214C...
Eleanor Manzano, City Clerk
APPROVED:
-DocuSigned by:
Diane Strickfaden
-ABEDBCF35EEF48C...
By:
Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:
- DocuSioned by
Michael W. Webbe
By: - 669049EDE03D402..
Michael W. Webb, City Attorney
Redondo Beach - Amendment 2 062623v4 Page 2 of 7
EXHIBIT "A"
Scope Of Services
BANK'S DUTIES:
Bank shall perform the following duties for the term of the Agreement:
1. Provide general banking services, including but not limited to, the following a. Bank of America, N.A. treasury services
b. Operational transaction processing
с. Account analysis
d. Payroll processing
e. Investing clearing and settlement
f. Preparation of transaction statements
2. Continue current system applications and mapping to interface with Bank.
3. Continue to provide support on day-to-day activities and any implementations engaged with the Bank.
Standard support and implementation support are at no charge to the City.
Redondo Beach - Amendment 2 062623v4 Page 3 of 7
EXHIBIT "B"
Schedule For Completion
TERM. The Agreement shall be for an initial term beginning as of June 1, 2023 and running through May 31, 2026.
Following the new initial term, there shall be two optional renewal periods of one (1) year each, with all renewals subject to the mutual agreement of the City and Bank at such time. Notwithstanding the foregoing, the Agreement may be otherwise renewed or extended as mutually agreed by the parties, at any time.
Redondo Beach - Amendment 2 062623v4 Page 4 of 7
EXHIBIT "C"
Compensation - Fee Schedule and Disclosures
• Fees for services shall be fixed for the initial term of the Agreement and in accordance with the pricing as outlined in the Depository Analysis Statement included herein. • Earnings Credit Rate ("ECR") applicable for eligible balances in accounts is a Bank-managed rate, which may move up or down, in the Bank's sole discretion, at any time. • ECR and interest-bearing rate shall be set at 3.75% beginning as of the new initial term provided herein, provided, however, the ECR and interest-bearing rate shall not be fixed for at any period of time during the term of the Agreement.
• The Bank shall not be obligated to conduct any rate or fee reviews for any pricing or ECR and interest- bearing rate adjustments at any time during the term of the Agreement.
2. Method of Payment:
• Bank shall provide a detailed account analysis which shall summarize the monthly fees. • The fees shall be offset by the earnings from the City accounts in which the amount of the offset shall be based on the ECR for the applicable month. The ECR is based on market rates and may vary monthly. • Bank shall also provide invoices which shall include the amount after the offset to the City for approval and payment. Invoices must be itemized adequately detailed based on accurate records and in a form reasonably satisfactory to City. Bank may be required to provide backup material upon request.
3. Schedule for Payment:
• City agrees to pay Bank within thirty 30 days of receipt of the monthly invoice; provided however that payments by City shall not exceed the proportion of the phase or task completed
4. Depository Analysis Statement:
AFP Service Description R/T Volume Number of Proposed Service Balance Code Range Units Price Charge Required
Balance And Compensation Information
000230 DEPOSIT BANK ASSESSMENT 1+ 21,550 $O.1667 $3,592.39 $1,456,927.66 Total Balance And Compensation Information $3,592.39 $1,456,927.66 General Account Services
010000 ACCOUNT MAINTENANCE 1+ 9 $15.0000 $135.00 $54,750.60 010010 INTEREST BEARING ACCOUNT 1+ 5 $15.0000 $75.00 $30,417.00 MAINT
010020 ZBA-DEPOSITORY+ MASTER 1+ 1 $19.0000 $19.00 $7,705.64 MAINT
010021 ZBA-SUBSIDIARY ACCOUNT 1+ 2 $12.0000 $24.00 $9,733.44 MAINT
010030 BLOCKED ACCOUNT PENDING 1+ $201.0000 $201.00 $81,517.56 MAINT
010100 DEBITS POSTED-OTHER 1+ 46 $0.0300 $1.38 $559.67
010101 CREDITS POSTED-OTHER 1+ 383 $0.0300 $11.49 $4,659.88 010112 ZBA PER TRANSACTION 1+ 41 $0.1000 $4.10 $1,662.80 Total General Account Services $470.97 $191,006.59
ockbox Service
050000 VLBX LOCKBOX MAINT PEI 1+ 1 $111.0000 $111.00 $45,017.16 BOX
050100 WLBX LOCKBOX PROC PER 1+ 944 $0.3000 $283.20 $114,854.59 05011L WLBX DOCUMENT RETURN 1+ 1 $30.0000 $30.00 $12,166.80
PKG PREP
05011U WLBX WALK-IN COURIER PKG 1+ 2 $2.0000 $4.00 $1,622.24 ITEM
050126 WLBX DATA CAPTURE 1+ 28,396 $0.0125 $354.95 $143,953.52 050131 WLBX PAYEE VALIDATION PER 1+ 944 $0.1000 $94.40 $38,284.86 050144 WEX IMAGE DOCUMENTS 1+ 3,241 $0.0300 $97.23 $39,432.60 IMAGED
050146 WLBX CORRESPONDENCE 1+ 44 $0.2500 $11.00 $4,461.16 050300 WLBX DEPOSIT PREP PER 1+ 35 $1.5000 $52.50 $21,291.90
DEPOSIT
050400 WLBX IMAGEDROP 1+ 1 $3.0000 $3.00 $1,216.68
MAINTENANCE
050401 WLBX DATA TRAN MAINT PER 1+ 1 $58.0000 $58.00 $23,522.48 BOX
Redondo Beach - Amendment 2 062623v4 Page 5 of 7
AFP Service Description R/T Volume Number of Proposed Service Balance Code Range Units Price Charge Required
050401 WLBX DATA TRANS PER ITEM 1+ 944 $0.0400 $37.76 $15,313.95 050401 WLBX IMAGEDROP PER FILE 1+ $6.0000 $6.00 $2,433.36 050406 1+ 1 $36.0000 $36.00 $14,600.16
WLBX CASHPRO REC
MAINTENANCE
050413 WLBX COURIER DELIVERY OF 1+ 1 $177.3700 $177.37 $71,934.18 PKG
050424 WLBX CASHPRO REC PER 1+ 3,241 $0.0100 $32.41 $13,144.20 IMAGE
050425 WLBX IMAGEDROP PER IMAGE 1+ 3.241 $0.0000 $0.00 $0.00 050427 WLBX IMAGE PDF 1+ $0.0000 $0.00 $0.00
MAINTENANCE
050530 WLBX REJECTED ITEM 1+ 26 $0.2500 $6.50 $2,636.14 Total Lockbox Services $1,395.32 $565,885.98
Depository Services
100100 VAULT DEPOSIT 1+ 229 $1.6700 $382.43 $155,098.31 100111 COIN DEPOSIT-NON STD BAG- 1+ 60 $7.0000 $420.00 $170,335.20 VLT
100113 COIN DEPOSIT-STD BAG-VLT 1+ 26 $4.0000 $104.00 $42,178.24 100114 CURR DEPOSITED-PER NOTE- 1+ 23,565 $0.0123 $289.85 $117,551.36 CHANGE ORDER-AUTO OR 1+ $5.0100 $5.01 $2,031.86
100141 1
100144 COIN SUPP ROLL-VLT 15 $O.1200 $1.80 $730.01
10014B CURR SUPP-$100-NONSTD- 5 $O.1300 $0.65 $263.61
100200 CHECK DEPOSIT-ICL or RDSO 30 $1.0000 $30.00 $12,166.80 10022Z CHECKS DEPOSITED-CASH 306 $0.2500 $76.50 $31,025.34 10022Z CHECKS DEPOSITED- 944 $0.1200 $113.28 $45,941.84 100400 RETURNS-CHARGEBACK $3.0000 $18.00 $7,300.08
100401 RETURNS-SPECIAL HANDLING 1+ 6 $1.0000 $6.00 $2,433.36 100430 RETURNS-MAKER REQUIRED 1+ $1.0000 $6.00 $2,433.36 100501 DEPOSIT CORRECTION-CASH 1+ $9.0000 $18.00 $7,300.08 100502 $1.0200 $1.02 $413.67
100740 TRANSMISSION 1 $100.0000 $100.00 $40,556.00
MAINTENANCE
101326 IMAGE DEPOSITED ITEMS-ICL 705 $0.0439 $30.95 $12,551.88 Total Depository Services $1,603.49 $650,311.00
Paper Disbursement Services
150100 GENERAL DISB CKS PAID- 868 $0.0500 $43.40 $17,601.30 150120 ARP PPAY NO RECON INPUT 927 $0.0200 $18.54 $7,519.08 150122 PAYEE POSITIVE PAY ISSUE 927 $0.0200 $18.54 $7,519.08 150124 PAYEE POSITIVE PAY 6 $7.0000 $42.00 $17,033.52
MAINTENANCE
150301 POSITIVE PAY EXCEPTIONS $1.0000 $2.00 $811.12
150410 STOP PAY AUTOMATED<=12 6 $2.0000 $12.00 $4,866.72 151350 CASHPRO IMAGE 1+ 4 $0.0000 $0.00 $0.00
SUBSCRIPTION
151353 IMAGEDROP PER FILE $6.1500 $6.15 $2,494.19
151354 IMAGEDROP FILE $7.0000 $28.00 $11,355.68
MAINTENANCE
151358 866 $0.0100 $8.66 $3,512.15
200201 ARP PPAY INPUT FILE-TRANS 12 $1.0000 $12.00 $4,866.72 Total Paper Disbursement Services $191.29 $77,579.57
Paper Disbursement Reconciliation Services
150030 ARP PPAY MAINT-NO RECON 6 $29.0000 $174.00 $70,567.44 Total Paper Disbursement Reconciliation Services $174.00 $70,567.44 General ACH Services
250000 ACH MONTHLY MAINTENANCE 1+ 4 $57.5000 $230.00 $93,278.80 250101 ACH OFF US CREDITS 1+ 1,753 $0.0300 $52.59 $21,328.40 250101 ACH OFF US CREDITS-SAME 1+ 10 $0.5000 $5.00 $2,027.80 250101 ACH ON US CREDITS $0.0300 $10.23 $4,148.88
250101 ACH ON US CREDITS-SAME $0.0400 $0.04 $16.22
250200 ACH DEBIT RECEIVED ITEM 106 $0.0300 $3.18 $1,289.68 250201 ACH CREDIT RECEIVED ITEM 1+ 368 $0.0300 $11.04 $4,477.38 250302 ACH RETURN ITEM 1+ $1.0000 $1.00 $405.56
250501 ACH INPUT-FILE 1+ 11 $5.0000 $55.00 $22,305.80
Redondo Beach - Amendment 2 062623v4 Page 6 of 7
AFP Service Description R/T Volume Number of Proposed Service Balance Code Range Units Price Charge Required
250640 ACH DELETE-REVERSAL 1+ 1 $15.0000 $15.00 $6,083.40 250704 ACH REPORTS-ELECTRONIC 1+ 50 $1.0960 $54.80 $22,224.69 250706 ACH REPORTS-FAX 1+ 6 $2.0000 $12.00 $4,866.72
251050 ACH BLOCKS AUTH 1+ 13 $8.0000 $104.00 $42,178.24
MAINTENANCE
251057 ACH BLOCKS AUTH 1+ 49 $0.5000 $24.50 $9,936.22
INSTRUCTIONS
251070 ACH NOTIF OF CHANGE (NOC) 1+ 3 $1.0000 $3.00 $1,216.68 Total General ACH Services $581.38 $235,784.47
Wire and Other Funds Transfer Service
350000 WIRE MONTHLY 1+ 1 $16.0000 $16.00 $6,488.96
SUBSCRIPTION
350103 ELEC WIRE OUT-DOMESTIC 1+ 20 $3.0000 $60.00 $24,333.60 350120 CASHPRO ACCOUNT 1+ 3 $7.0000 $21.00 $8,516.76
TRANSFER
350123 ELEC WIRE OUT-BOOK DB 1+ $5.0000 $10.00 $4,055.60 350300 INCOMING DOMESTIC WIRE 1+ $5.0000 $25.00 $10,139.00 350320 BOOK CREDIT 1+ NONN $2.0000 $4.00 $1,622.24
350412 WIRE ADVICE-MAIL 1+ $1.0000 $7.00 $2,838.92
350551 CASHPRO GP CUST MNT 1+ 38 $0.0000 $0.00 $0.00
TMPLT STRG
350551 PH OR STND ORDER TMPLT 1+ 5 $0.0000 $0.00 $0.00
STORG
Total Wire and Other Funds Transfer Service $143.00 $57,995.08 Information Services
400029 CASHPRO REPORT EMAIL 1+ 240 $0.0000 $0.00 $0.00
SCHEDULED
400052 CASHPRO ONLINE PDR 1+ 9 $20.0000 $180.00 $73,000.80
ACCOUNT
400272 CASHPRO ONLINE PDR ITEM 1+ 3,594 $0.0400 $143.76 $58,303.31 40027Z CASHPRO ONLINE 1+ $0.0000 $0.00 $0.00
SUBSCRIPTION
40027Z CASHPRO REPORTING 1+ 1 $7.0000 $7.00 $2,838.92
SUBSCRIPTION
400340 CASHPRO ONLINE RESEARCH 1+ 45 $0.0000 $0.00 $0.00 ITEM
Total Information Services $330.76 $134,143.03
TOTAL ACTIVITY CHARGES $8,482.59 $3,440,200.82
One Time Service
Charges
1008ZZ SUPPLIES- Depository Services + 1 $600.0000 $600.00 $243,336.00
BAGS, TICKETS,MISC
Total Depository $600.00 $243,336.00
Services
TOTAL ONE TIME $600.00 $243,336.00
SERVICE CHARGES
Redondo Beach - Amendment 2 062623v4 Page 7 of 7