Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
Project Name: General Banking
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
WELLS FARGO BANK, NATIONAL ASSOCIATION
THIS AGREEMENT is made and entered into this 1st day of January 2025, by and between CITY OF THOUSAND OAKS, a municipal corporation ("City"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
City and Bank agree as follows:
1. RETENTION OF BANK
City hereby retains Bank, and Bank hereby accepts such engagement, to perform the services described in Section 2. Bank warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
Services to be performed by Bank shall include general banking, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate. Except for authorized extra services (pursuant to Section 4), the total compensation payable to Bank by City for the services under this Agreement shall be earned as described in Exhibit B. If City requires additional banking services from Bank that are not set forth in Exhibit A or Exhibit B, City and Bank will negotiate in good faith the addition of such services and the fees related thereto.
The rates and expenses set forth in said exhibit shall be binding upon Bank until January 1, 2030, after which any change in said rates and expenses must be approved in writing by City's Project Manager (City is to be given 180 days' notice of any rate increase request).
(b) Payment. Bank shall provide City with a monthly analysis statement detailing the services rendered and is authorized to debit City’s general operating account on or near the 15th of the month for the amount due.
ATTACHMENT #1
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
4. CITY PROJECT MANAGER
The services to be performed by Bank shall be accomplished under the general direction of, and coordinate with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is Jaime Boscarino City Treasurer.
5. TERM, PROGRESS AND COMPLETION
The term of this Agreement is from the date first written above to January 1, 2030.
The City may elect to extend the term of the Agreement by written amendment signed by the City manager one-time for an additional five year-year term.
Bank shall not commence work on the services to be performed until (i) Bank furnishes proof of insurance as required by paragraph 10 below, and (ii) City gives written authorization to proceed with the work provided by City's Project Manager.
6. OWNERSHIP OF DOCUMENTS
All documents prepared by Bank specifically in the performance of its duties under this Agreement, although instruments of professional service, are and shall be the property of the City.
Notwithstanding anything to the contrary contained in this Agreement, Bank may utilize proprietary works of authorship and technologies, that have not been created specifically for the City pursuant to this Agreement, including without limitation software, methodologies, tools, specifications, and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, techniques, knowledge, or data, which have been originated or purchased by Bank or by third parties under contract to Bank (all of the foregoing, collectively, Bank Technology). To the extent that Bank incorporates or utilizes Bank Technology, including but not limited to software products, all right and title to such Bank Technology shall remain with Bank.
7. PERSONAL SERVICES/NO ASSIGNMENT
This Agreement is for professional services, which are personal to City. Jon R.
Hansen is deemed to be especially experienced and is a key member of Bank’s firm, and shall be directly involved in performing, supervising or assisting in the performance of this work. This key person shall communicate with, and periodically report to, City on the progress of the work. Should said individual be removed from assisting in this contracted work for any reason, City may terminate this Agreement.
This Agreement is not assignable by Bank without City's prior consent in writing; provided, however, that no such consent will be required if such assignment or transfer takes place as part of a merger, acquisition or corporate reorganization affecting Bank.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Bank's Damages. Bank holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Bank's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Bank, to Bank's employees, to Bank’s contractors or subcontractors, or to the owners of Bank's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third-Party Claims/Liability. Bank shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Bank’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Bank, or should City otherwise find Bank’s legal counsel unacceptable, then Bank shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Bank shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Bank’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.
Bank’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee.
However, without affecting the rights of City under any provision of this Agreement, Bank shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Bank will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Bank's indemnification of City, and prior to commencement of Work, Bank shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.
Coverage shall be at least as broad as:
(a) Commercial General Liability (CGL): Bank shall, at Bank's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including without limitation, blanket contractual liability.
(b) Automobile Liability: Bank shall, at Bank's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Bank arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Worker’s Compensation: Bank shall, at Bank's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Bank shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Bank, its employees, agents and subcontractors.
(d) Professional Errors and Omissions Insurance: Bank shall, at Bank’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.
If Bank maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Bank. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
(e) Cyber Liability Insurance: Bank shall, at Bank’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Bank including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Bank’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used ). The provision shall also apply to any excess liability policies. In addition, Bank shall ensure that the automobile liability policy contains a provision covering City as an additional insured and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
City’s Rights of Enforcement
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Bank, or City will withhold amounts sufficient to pay premium from Bank’s payments. In the alternative, City may cancel this Agreement.
City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Bank ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Bank, City and Bank may renegotiate Bank's compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Bank's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Bank's insurance and shall not contribute with it and shall be at least as broad as CG 20 01 04 13.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Bank to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Bank or others providing insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Bank hereby waives his own right of recovery against City and shall require similar Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a) The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b) Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the Agreement effective date, Bank must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
Verification of Coverage
Bank shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Bank's obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Bank shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Bank shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
10. RELATION OF THE PARTIES
a. Bank is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Bank shall at all times be under Bank's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Bank or any of Bank's officers, employees, or agents except as set forth in this Agreement. Bank shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Bank shall not incur or have the power to incur any debt, obligation or liability Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Bank in connection with the performance of this Agreement. Except for the fees paid to Bank as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Bank for performing services hereunder for City. City shall not be liable for compensation or indemnification to Bank for injury or sickness arising out of performing services hereunder.
11. CORRECTIONS
In addition to the above indemnification obligations, Bank shall correct, at its expense, all errors in the work that may be disclosed during City's review of Bank’s report or plans. Should Bank fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Bank or withheld from any funds due to Bank hereunder.
12. TERMINATION BY CITY
City Manager or his or her designee may terminate without cause any or all of the services agreed to be performed under this Agreement upon 90 calendar days’ written notice. If termination is for cause, no advance notice need be given. In the event of termination, Bank shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Bank within 30 days following submission of a final statement by Bank unless termination is for cause. In such event, Bank shall be compensated only to the extent required by law.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Bank of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Bank for anything done, furnished, or relating to Bank's work or services. Acceptance of payment shall be the failure to make a written extra compensation claim within 10 calendar days of the receipt of City’s notice to close the account after final invoice.
However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Bank, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Bank, its employees, subcontractors, agents and consultants.
14. AUDIT OF RECORDS
Bank shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination of this Agreement. Bank agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Bank shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Bank with respect to this Agreement.
15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
16. CONFLICT OF INTEREST
Bank is unaware of any City employee or official that has a financial interest in Bank's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Bank shall not offer, encourage or accept any financial interest in Bank's business by any City employee or official.
17. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
minimize the damages resulting from the conduct of the other party.
19. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County.
20. TAXPAYER IDENTIFICATION NUMBER
Bank shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.
21. NON-APPROPRIATION OF FUNDS
Payments due and payable to Bank for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Bank’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
22. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City and Bank.
23. USE OF THE TERM “CITY”
Reference to “City” in this Agreement includes the City Manager or any authorized representative acting on behalf of City.
24. PERMITS AND LICENSES
Bank, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
25. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
26. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
27. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Bank's submitted representations for obtaining this Agreement, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services. In the event of any conflict between the terms and conditions set forth in this Agreement with any terms and conditions contained in any required ancillary document prepared or provided by Bank, the terms and conditions of this Agreement shall control.
28. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
29. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Jaime Boscarino
Finance Department
City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO BANK: Jon R. Hansen
Wells Fargo Bank, N.A.
2141 Rosecrans Ave. Fourth Floor
El Segundo, CA 90245
[email protected]
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
31. SIGNATURES
(a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c) Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
32. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.
Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $250 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/ agreement is made.
The Levine Act also required parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
In order to assure compliance with these requirements, Bank has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit C, incorporated herein by reference, and Bank verifies by its signature that it has completed Exhibit C in compliance of these requirements.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
Bank shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $250 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Agreement, and for the 12 months following award of this Agreement. Where applicable, Bank shall disclose any post award campaign contributions prior to seeking an amendment to this Agreement.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
BANK
By:
Title:
CITY OF THOUSAND OAKS
Andrew P. Powers, City Manager
ATTEST:
Laura B. Maguire, City Clerk
APPROVED BY DEPARTMENT HEAD:
Jaime Boscarino, Finance Director
APPROVED AS TO FORM:
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
EXHIBIT A
SCOPE OF SERVICES
1. General Banking Services
Bank shall provide general banking services required to accommodate the City’s current and future banking needs. As a City depository, the Bank must collateralize the City’s deposit in compliance with Government Code Section 53651. General banking services include services normally associated with large government accounts including, but not limited to:
a. zero balance accounts
b. depository services
c. physical and electronic lockbox services
d. paper disbursement services
e. wire transfers
f. online banking platform
g. full account reconcilement
h. positive pay
i. ACH debit blocker
j. cash vault services
k. sweep services
l. earnings credit allowance
2. Training and Support Services
Bank shall provide ongoing support to City personnel for the operation and use of the Bank’s services. Training may include but is not limited to assistance by telephone and on-line. Bank shall make operating manuals and fact sheets available to City staff.
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
EXHIBIT B
SCHEDULE OF FEES
AFP Code Service Description Unit Price
BALANCE & COMPENSATION INFORMATION
000230 RECOUPMENT MONTHLY 0.12750
000230 RECOUPMENT MONTHLY IB 0.12750
GENERAL ACCOUNT SERVICES
010000 ACCT MAINTENANCE 7.00000
150340 OVERDRAFT CHARGE-PAID ITEM 35.00000
010020 ZERO BALANCE MASTER ACCOUNT MAINT 0.00000
010021 ZERO BALANCE MONTHLY BASE 7.00000
010100 DEBITS POSTED 0.00000
400272 DESKTOP DEPOSIT REPORT PER ITEM 0.30000
010101 DESKTOP DEPOSIT-DEPOSIT CREDITED 1.00000
100230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT 25.00000
010000 WELLSTAX RECEIPT 2.50000
010100 WELLSTAX PAYMENT - PREMIUM 2.50000
010099 WELLSTAX SUBSCRIPTION 5.00000
000210 DAILY USE OF UNCOLL FUNDS-CUST LVL 1.00000
000210 DAILY USE OF UNCOLL FUNDS-ACCT LVL 1.00000
LOCKBOX SERVICES
050400 LBX TRANSMISSION BASE 50.00000
050500 LBX ONLINE DECISION BASE 40.00000
050000 LBX REMIT PROCESSED EXPRESS MAIL 2.50000
050530 LBX CORRESPONDENCE OR REJECTS 0.20000
050500 LBX ONLINE DECISION EXCEPTIONS 0.10000
050500 LBX ONLINE DECISION REJECT 2.50000
050140 LBX DOCUMENT SCANNED 0.01500
050600 LBX 7 YEAR IMAGE ARCHIVE 0.00950
050129 LBX VALUE ADDED KEYING 0.00440
050410 LBX PKG US MAIL DELIVERY 1.00000
050020 LBX WHOLETAIL BASE 175.00000
050100 LBX WT CHECKS 0.00000
05031Z LBX TIR REPORT PER ITEM 0.50000
050122 LBX WT TOTAL PAYMENTS PROCESSED 0.12500
059999 LBX WT STD ITEM PROCESSED NON SCAN 0.20000
050122 LBX WT MULTI PAYMENT 0.20000
050002 LBX WT PARTIAL PAYMENT 0.20000
050899 LBX WT MARK SENSE OR ADDRESS CHANGE 0.06000
050401 LBX WT TRANSMISSION PER ITEM 0.01000
059999 E-BOX PAYMENT RETURN 0.55000
059999 E-BOX PAYMENT 0.15000
050530 E-BOX SUSPENDED PAYMENT PER ITEM 0.00000
050030 E-BOX VALIDATION FILE BASE 75.00000
DEPOSITORY SERVICES
100100 CASH VAULT DEPOSIT 3.50000
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
AFP Code Service Description Unit Price
100400 RETURN ITEM - CHARGEBACK 1.50000
100416 RETURN ITEM RETRIEVAL-IMAGE 0.50000
100416 RETURN ITEM SERVICE MTHLY BASE 0.00000
100401 RETURN ITEM SPECIAL INSTRUCTIONS 0.25000
100401 RETURN ITEM SPECIAL INST MTHLY BASE 1.00000
100402 RETURN ITEM REDEPOSITED 1.35000
100040 ROLLED COIN FURNISHED BY WF BRANCH 0.80000
100006 CASH DEPOSITED IN WF BRANCH 0.00600
1000040 CASH ORDER FEE IN A WF BRANCH 15.00000
1000040 CURRENCY FURNISHED BY WF BRANCH 0.00600
100010 LOOSE COIN DEPOSITED IN BRANCH 15.00000
100006 BRANCH DEPOSIT 6.00000
100520 CASH VAULT ADJ ADVICE - US MAIL 1.50000
100199 CASH VAULT CURRENCY FURNISHED 0.00130
100199 CASH VAULT CURRENCY/COIN DEPOSITED 0.00150
100501 CASH VAULT DEP - ADJUSTMENT 8.00000
100144 CASH VAULT COIN ROLLS FURNISHED 0.12000
100111 CASH VAULT DEP - NONSTD COIN BAG 15.00000
100501 ADJ FOR CASH DEPOSITED IN WF BRANCH 20.00000
100141 CASH VAULT ORDER - AUTOMATED 7.00000
100015 MISCELLANEOUS CREDITS POSTED 0.00000
100224 DEPOSITED CHECK 0.09900
100224 DESKTOP DEPOSIT-DEPOSITED ITEM 0.06000
100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.06900
PAPER DISBURSEMENT SERVICES
150122 PAYEE VALIDATION STANDARD-ITEM 0.03500
150724 POSITIVE PAY EXCEPTION-ONLINE IMAGE 0.25000
150240 CHECK CASHING THRESHOLD MO BASE 0.00000
151352 DESKTOP DEPOSIT IMAGES RETRIEVED 0.55000
151352 IMAGE VIEW < 90 DAYS - ITEM 0.25000
151352 IMAGE VIEW > 90 DAYS - ITEM 0.25000
150240 OTC DEBIT BLOCK MONTHLY BASE 0.00000
150222 POSITIVE PAY EXCEPTION CHECKS RETND 2.25000
150310 POSITIVE PAY EXCEPTIONS - ITEM 0.00000
150030 POSITIVE PAY MONTHLY BASE 0.00000
150240 PYMT AUTH MAX CHECK MTHLY BASE 0.00000
150410 STOP PAYMENT - ONLINE 3.50000
150300 MICR CHECK REJECTS >1% THROUGH 2% 0.80000
150300 MICR CHECK REJECTS OVER 2% 1.75000
150310 POS PAY CHECKS WITH NO ISSUE RECORD 0.50000
150412 STOP PAYMENT - AUTO RENEWAL 4.00000
150100 DDA CHECKS PAID 0.06997
150500 WF CHK CASHED FOR NONACCT HOLDER 7.50000
PAPER DISBURSEMENT RECON SERVICES
200201 ONLINE CHECK ISSUES-ITEM 0.30000
209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.03000
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
AFP Code Service Description Unit Price
200201 ARP FULL RECON-ITEM 0.05000
200010 ARP MONTHLY BASE - FULL 20.00000
200306 ARP OPTIONAL REPORTS 2.00000
200301 ARP OUTPUT - TRANSMISSION 7.00000
200306 ONLINE ARP STMT & RPTS MONTHLY BASE 0.00000
200100 OUTGOING TRANSMISSION - PER ITEM 0.00000
GENERAL ACH SERVICES
250201 ELECTRONIC CREDITS POSTED 0.00000
250400 ACH RETURN SUBSCRIPTION-ACCOUNT 7.50000
250000 ACH MONTHLY BASE 10.00000
250102 ACH FUTURE DATED ITEM 0.05275
250102 ACH SAME DAY 0.00000
250202 ACH PERFECT RECEIVABLES - ITEM 0.35000
250220 ACH PERFECT RECEIVABLES - ADDENDA 0.05000
250120 ACH ORIGINATED - ADDENDA REC 0.03500
250220 ACH RECEIVED ADDENDA 0.00000
250202 ACH RECEIVED ITEM 0.03000
250302 ACH RETURN ADMIN -ELECTRONIC 0.10000
250501 ACH TRANSMISSION CHARGE 7.00000
250620 ACH DELETE - ITEM 3.00000
250501 ACH ORIGINATION/REJECT DATA - FILE 3.50000
250642 ACH REVERSAL - ITEM 35.00000
250311 ACH RETURN ITEM - DISHONORED 6.50000
251050 ACH FRAUD FILTER REVIEW MO BASE 3.00000
251050 ACH FRAUD FILTER STOP MTHLYBASE 3.00000
251053 ACH FRAUD FILTER REVIEW - ITEM 1.00000
251052 ACH FRAUD FILTER STOP - ITEM 10.00000
250312 ACH RETURN UNAUTHORIZED -ELECTRONIC 6.50000
250312 ACH RETURN UNAUTHORIZED QUALITY FEE 5.00000
250302 ACH NOC - ELECTRONIC 1.25000
250620 ACH DELETE/REVERSE - BATCH/FILE 40.00000
250703 ACH SUBSCRIPTION - ACCOUNT 10.00000
250703 ACH SUBSCRIPTION - ITEM 0.07000
40034Z ITEM DETAIL INQUIRY/HYPERLINK 1.50000
351070 ACH PERFECT NOC PER ITEM 0.02000
250000 ACH UNIVERSAL PYMT ID CODE MO BASE 15.00000
EDI PAYMENT SERVICES
300521 RECEIVABLES MANAGER ACH ITEM 0.06000
300341 E-BOX MONTHLY MAINT (W/CROSS REF) 0.00000
300510 E-BOX PER TRANSMISSION FEE 5.00000
300510 REC MGR OR E-BOX TRANSMISSION 5.00000
300525 RECEIVABLES MANAGER RECVD ADDENDA 0.03500
INTEGRATED PAYABLES & RECEIVABLES
330101 RECEIVABLES MANAGER MONTHLY BASE 0.00000
WIRE & OTHER FUNDS TRANSFER SERVICE
350300 WIRE IN TO USA ACCT-USA DOMESTIC 1.00000
Fin: 320:10\ja\H:\COMMON\Contracts & RFPs\Administration\Contract Wells Fargo\General\2025\120324 Banking Agreements Attach 1 Draft CC.docx
AFP Code Service Description Unit Price
350310 WIRE IN XBDR USA ACCT-USD OR FX 20.00000
350330 WIRE IN REPAIR 9.00000
350100 WIRE OUT DOMESTIC VANTAGE/API 3.00000
350113 WIRE OUT XBDR USD VANTAGE/API 30.00000
350115 WIRE OUT XBDR FX VANTAGE/API 25.00000
350541 WIRE OUT REPAIR 9.00000
350120 WIRE BOOK TRANSFER VANTAGE/API 0.75000
400832 WIRE TEMPLATE ONLINE 0.00000
INFORMATION SERVICES
40022Z ALERTS SERVICE - EMAIL 0.10000
40022Z ALERTS SERVICE - TEXT 0.75000
40034Z ONLINE SEARCH 0.50000
400052 PREV DAY BASE PER ACCT PER REPORT 20.00000
400425 PREV DAY REPORTING ITEMS LOADED 0.07000
400222 WIRE TRANSFER REPORT BASE 15.00000
400058 DESKTOP DEPOSIT MONTHLY BASE 0.00000
400274 WIRE TRANSFER RPRT PER ITEM 0.07000
INVESTMENT/CUSTODY SERVICES
450405 SWEEP ACCOUNT POSITION REPORT 0.00000
450403 SWEEP STAGECOACH MUTUALFND ELECTNIC 0.00000
450270 SWEEP STAGECOACH MUTUAL FND MO BASE 0.00000
SETUP CHARGES
251001 ACH FRAUD FILTER - SET UP 50.00000
251000 ACH SET UP 300.00000
251001 ACH ORIGINATION NEW COMP ID-SET UP 100.00000
250000 ACH UNIVERSAL PYMT ID CODE SETUP 0.00000
200410 ARP SET UP 150.00000
300510 REC MGR IMPLEMENTATION DEV HOURS 200.00000
010000 WELLSTAX ACCESS CODE SET UP 10.00000
359999 WIRE ACCOUNT ADD VANTAGE/API 0.00000
1. Bank shall pay City a retention credit of $38,142 to be spread equally over the first 12 months of the Agreement.
2. Bank shall pay City a technology enhancement credit of up to $5,000 to be used to offset implementation fees on services.
3. If, as needs change over time, the City requires additional general banking services that are not set forth in this schedule of fees, City and Bank will negotiate in good faith the addition of such services and the related fees.
EXHIBIT C
EXHIBIT C