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HomeMy WebLinkAboutC-1717Lynn A. Love Vice President Relationship Manager December 22, 2005 Ms. Tracey Hause Administrative Services Director City of Arcadia 211 East Foothill Boulevard Arcadia, CA 91006 Dear Tracey, G 17/7- / Government Banking //' °f ... /0 MAC E2818 -114 707 Wilshire Boulevard, 11 th Floor Los Angeles„ CA 90017 213 614 -2235 213 614 -3555 Fax lynn.a.love@wellsfargo.com On behalf of Mark Hewlett and your relationship team, Wells Fargo is pleased to extend the City's current banking services contract for an additional year. All terms and conditions negotiated in the December 11, 2000 agreement will remain in place throughout the extension. The new expiration will be December 31, 2006. We will continue to work with your team to improve efficiencies as your needs change and help the City of Arcadia adapt to changes in the financial environment that impact the public sector. We are fully committed to providing outstanding customer service to the City of Arcadia each and every time you call upon us. We genuinely want to serve your banking needs in as many ways as we can to earn 100% of your business. Sincerely, V MLI �/ "' Lyx Vice President Relationship Manager Please sign below to execute the extension of services. Io0 S- � AIMS William R. Kelly Stephen P. Deitsch City Manager City Attorney City of Arcadia Office of the December 11, 2000 Wells Fargo Bank Arcadia East Foothill Office 211 East Foothill Boulevard Arcadia, CA 91006 City Manager Attention: Lynn A. Lynch Asst. Vice President and Relationship Manager Mark C. Hewlett William R. Kelly Vice President and Gq Manage. Relationship Manager 240 West Huntington Drive Post Office Box 60021 Arcadia, CA 91066 - 6021 (626) 574 - 5402 (626) 446 - 5729 Fax Maria Bellomo Arcadia East Foothill Store In -Store Manager Subject: Agreement for Banking Services — City of Arcadia Dear Ladies & Gentlemen: This letter is intended to constitute an Agreement between the City of Arcadia and Wells Fargo Bank establishing a banking relationship based upon Wells Fargo's Banking Services Proposal submitted to the City of Arcadia dated July 31, 2000 ( "Proposal "). In furtherance of establishing this banking relationship, the City has concurrently herewith executed an Application and Agreement for Cash Management Services, an On -Line Access Agreement and a Contract for Deposit of Monies. By means of this correspondence, the City of Arcadia confirms that the Proposal shall take precedence over any and all terms and provisions of the above additional agreements and documents and, to the extent that there may be any inconsistencies between the terms and provisions of the Proposal, on the one hand, and the terms and provisions of any or all of the above agreements and documents, on the other hand, then the terms and provisions of 0 • Wells Fargo Bank December 11, 2000 Page 2 the Proposal shall govern. Furthermore, by means of this correspondence, Wells Fargo Bank confirms all other terms and provisions of the Proposal which are not otherwise set forth in any of the above agreements and documents. Finally, notwithstanding any provision to the contrary set forth in the Proposal and/or in the above agreements and documents, the City of Arcadia and Wells Fargo Bank agree that the following Sections of the Cash Management Services Disclosure Statement shall not be applicable to the City of Arcadia: "Arbitration ", "Rules Governing Arbitration ", "Arbitration; Provisional Remedies ", "Arbitrator Qualifications Powers; Awards ", "Judicial Review of Arbitration Awards ", "Arbitration; Other Matters." Limitations on monetary remedies shall be the greater of (1) applicable monetary limits, if any, specified in the WDDA Disclosure Statement, the Application and Agreement for Cash Management Services, the Cash Management Services Disclosure Statement, or any Service Documentation (as defined in the Cash Management Services Disclosure Statement), or (2) coverage limits on insurance policies, if any, maintained by the party against whom the remedy is sought, which cover the claim(s) for which the monetary remedies are sought. Monetary remedies shall be the limits provided in the Agreement or limits of Parties' respective insurance, whichever is greater. By executing this correspondence below, Wells Fargo Bank agrees to all of the terms and provisions set forth in this correspondence. [SIGNATi_JRES ON NEXT PAGE] Wells Fargo Bank December 11, 2000 Page 3 Sincerely, �^^'_g William R. Kelly City Manager APPROVED AS TO FORM: a 0 Stephen P. Deitsch City Attorney The undersigned represents and warrants that the undersigned is authorized to execute this Letter Agreement on behalf of Wells Fargo Bank, and that by executing this Agreement below, Wells Fargo Bank hereby agrees to the terms and provisions of this correspondence. WELLS FARGO BANK 1 Signature Kela- hpkishy ManWr [Title] Dated: I 113 60 c• WELLS FARGO BANK, NATIONAL ASSOCIATION APPLICATION AND AGREEMENT for CASH MANAGEMENT SERVICES a ( "you "), request that WELLS FARGO BANK, NATIONAL ASSOCIATION (" Wells Fargo ", "we" or "us ") provide cash management services (each a "Service ") in connection with your Wells Fargo Wholesale Demand Deposit Account ( "WDDA "). You acknowledge receipt of our CASH MANAGEMENT SERVICES DISCLOSURE STATEMENT ( "Disclosure Statement"). For each Service, this Application and Agreement, the Disclosure Statement and the User Documentation for that Service (collectively, the "Service Documentation ") together with our WDDA Disclosure Statement (a copy of which was previously provided to you), as each may be modified or amended from time to time, contain the terms and conditions governing our provision of that Service to you, and any of your subsidiaries or affiliates on whose behalf you are acting. You and such subsidiaries and, affiliates agree to be bound by such terms and conditions. (The term "you" as used in the Service Documentation means you and any such subsidiary or affiliate.) If you are already a Wells Fargo cash management customer, the Service Documentation for any Service(s) you are currently receiving replaces your existing: agreement(s) with any WOW Fargo Bank or First .Interstate Bank with respect,to such Service(s), unless such Service(s) are listed as "Excluded Service(s) on the signature page below. Our existing agreements with you with respect to each Excluded " Service , will remain in effect and continue to govern each Excluded Service. For your convenience, definitions of certain capitalized terms used below and , in other Service Documentation are set out in a Glossary located at the end of the Disclosure Statement. Certain of the Services involve Funds Transfers or ACH Transfers out of or into your designated WDDAs (each a "Transfer Account "). In an effort to detect. unauthorized requests for transfers of funds, we have established the following security procedures ( "Security Procedures ") with which you agree to comply. Additional details with respect to the Security Procedures are located in the Disclosure Statement and the applicable User Documentation. Wells Fargo, shall have no obligation to process a Funds Transfer or ACH Transfer for which you have not complied with the relevant Security Procedure.. Except as expressly provided below, Wells Fargo is under no obligation whatsoever, and shall have no liability for failing to investigate or verify, any request for a Funds Transfer or ACH Transfer. Updated:12116/99 103199 SECURITY PROCEDURES FOR AUTOMATED CLEARING HOUSE ("ACH") TRANSFERS Direct Transmission and ETS Vendor Transmission. You are required to provide a list of the. names and telephone numbers of persons authorized to request and confirm your ACH transactions ( "Authorized Representatives "). We will provide a transmission code to you which you must use with each transmission of ACH file(s) through your PC or mainframe, We will also assign a file identification code and a batch identification code to you which you must: imbed in each NACHA - formatted ACH file. . ACH Express®. If you use ACH Express to deliver your ACH files, you must install the ACH Express software on your PC in order to communicate with our systems. You may install the software on only one desktop computer, one remote PC or one Local Area Network. You will designate. at least one of your employees to'be your ACH Express ,System Administrator. You will communicate to us the name(s), . address(es),, telephone number(s), maiden narrie(s) of mother(s), and places) of birth of the System Administrator(s) upon whom we may rely with respect to all ACH Express related' matters. To enable start-up, we will provide to you six temporary System Administrator IDs and, corresponding temporary software access passwords. (You shall be responsible for the temporary System Administrator IDs and temporary software access passwords we have provided for System Administrator start-up, including their security, until you have either used them or have manually deleted them.) Upon first successful log -on using one of the temporary System Administrator IDs and its corresponding temporary software access password, each System Administrator shall create a software access password, which must be .changed at least once every 60. days, and a permanent System Ad. ministr0tor ID. The System Administrators) shall enable access to ACH Express for those employees you have designated to be Operators by assigning them temporary ' software access passwords, which must be changed upon first successful log -on and at least once every 60' days thereafter, and permanent Operator IDs. In order to gain access to ACH Express , an Operator must enter his/her software access password and Operator ID. We`will also assign a batch identification code to you (which the ACH Express software will imbed in each NACHA - formatted ACH file), and we will provide you a remote identification code which the System Administrator(s) will manually input into the user profile for each Operator allowed to transmit files, which remote identification code will thereafter be imbedded automatically when a file is created. In order to enable file transmission, we will provide a fixed communications password required for access through our Connect Mailbox application. Prior to transmitting a file, such an Operator must input the communications password. You may set the following transfer limits (which will be' resident 'on your PC): number of entries per batch; batch I entry dollar amount; batch total dollar amount and transmission dollar amount per file, and `each transfer shall be within such limit(s), in addition, ACH Express allows you to separate among your Operators the ability to create, verify and send transfer requests, and we strongly recommend that you do so. IF YOU DISREGARD THIS RECOMMENDATION, YOU INCREASE THE RISK THAT THERE WILL BE A LOSS, FOR WHICH YOU WILL BE RESPONSIBLE, RESULTING FROM AN UNAUTHORIZED OR FRAUDULENT ACH TRANSFER. Updated:12116 /99 103199 2 i • SECURITY PROCEDURES FOR ACH TRANSFERS INITIATED THROUGH OUR CASH CONCENTRATION SERVICE If you use our Cash Concentration Service, you may make requests for ACH Transfers by touch -tone telephone or computer terminal. Prior to commencement of the Cash Concentration Service, you must communicate to us the name, address and telephone number of your Cash Concentration Administrator upon whom We may rely with respect to all Cash Concentration related matters. If - you use a touch -tone telephone, you must dial the number we provide you and follow the prompts, entering the- Custorh& ID, Location ID and Location Password we provide you and the amount of the ACH Transfer(s) you wish made. ° If you use a computer terminal to initiate an ACH Transfer, you must use the access number we provide you and follow the prompts, entering the User ID, Location ID, User password and Location password we provide you and the amount of the, ACH Transfer you wish made. You must change your Location Password at least once every 90 days by contacting us at the telephone number we provide to you. The Location Code; which we assign you based on the information we receive on your Set -Up Forms, will allow us to determine whether an ACH Transfer will be an ACH Creditor ACH Debit and the account from which and into which the ACH Transfer will be made. SECURITY PROCEDURES FOR ACH TRANSFERS INITIATED THROUGH OUR PAYMENT MANAGER ®SERVICE You must specify, in our Payment Manager Set -Up Forms, the format in which you will transmit your payment files to us, the payment vehicle(s) you will use (e.g., checks, ACH or both), and the applicable transfer limits, . You must comply_ with Wells Fargo's General' Transmission Implementation Procedures which arena part of the User Guide for our Payment Manager Service. We will provide you a transmission °ID and a customer application ID both of which must be included in the electronic transmission envelope accompanying the files you .transmit to us. The customer application iD allows us to verify your transmission by matching certain salient characteristics of your transmission against predefined processing` profile developed from information you have provided in your Payment Manager Set -Up Forms. If no match is created, we will not process the transmission. In addition, if you wish to have your electronic transmissions sent to us through a value added network ( "VAN "), we.must approve the VAN and set up the transmission detail: SECURITY PROCEDURES FOR ACH TRANSFERS INITIATED ELECTRONICALLY THROUGH OUR WelisTaxTM SERVICE' We will provide you with a .temporary PIN (which you must change upon your first successful log -on to WelISTax and you should change at least once every 90 days thereafter) and an access code, each of which your Operators must use when initiating a transfer through WeIlsTax. If you initiate transfers of funds through your PC" you must use our WellsTax software. Updated: i 2/16/99 103199 3 0 0 SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED THROUGH OUR PCMANAGER® SERVICE You must install our PC Manager software on your PC which will allow you to communicate with our systems. You will determine 'which of your employees, will be Operators and have.access to PC Manager. In your'communication with our systems, the Operator must enter your User ID (which we will provide), your PCID (which we will provide),` your PC Manager Administrator ID (which you will,select during PC Manager registration) and his /her: temporary password (which we will assign for that ^Operator). You will assign a temporary password to>each of your'other Operators, and each-of your Operators must be required to change ;his /her password upon his /her: first successful log -on to PC Manager and thereafter at least every 90 days. After your first log -on, communications by any of your Operators can`only be initiated by inputting'your User ID and the Operator's password: You shall communicate to us the name, address and telephone number of your PC Manager Administrator upon whom we may rely with respect to all PC Manager related, inatters. `You'mustalso set the following transfer and operator limits (which will be resident on your PC): daily transfer limits for each Transfer Account, daily transfer limits for each Operator, and Operator limits for each Funds Transfer, and each•`Funds Transfer must be within each such limit." In addition; PC Manager permits you to separate among Operators the ability to create; verify and send transfer requests, and we strongly recommend that you do so. IF YOU DISREGARD THIS RECOMMENDATION, YOU INCREASE THE RISK THAT THERE, WILL BE A LOSS, FOR WHICH YOU WILL BE RESPONSIBLE, RESULTING FROM AN UNAUTHORIZED OR FRAUDULENT FUNDS TRANSFER.` SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED THROUGH OUR WELLS ELECTRONIC BANKERrm SERVICE Prior. to the commencement of the Wells! Electronic Banker ( "WeIIsEB ") Service, you shall communicate 'to us the name and telephone number of at least one person you choose to be your security administrator ( "Security Administrator") upon whom we can rely for all WeIIsEB related matters. WE STRONGLY RECOMMEND THAT YOU APPOINT A MINIMUM OF TWO ,SECURITY ADMINISTRATORS IN ORDER :TO PROVIDE ADEQUATE BACK UP AND ADMINISTRATIVE SUPPORT. In order to communicate with our "systems,. you must 1ristall and register our WeIIsEB software ( "WeIIsEB Software ") on your To properly register the WeIIsEB Software,'you will need to follow screen prompts which will require you to "enter your Customer ID and Location ID (both of which we. provide you); your Wells EB Security Administrator User ID; the name; telephone' number,4 birthplace and mother's maiden name (collectively, the "Personal Data ") of your Security Administrator; the serial number located on the back of the token card ( "Token Card ") we.deliver to you; and the Dynamic Password, which is the vii lue. the Token Card calculates each time it is turned on. When the appropriate codes and IDs are entered; your system will connect to Wells Fargo and service and account authorization profiles will be automatically downloaded. °These profiles will allow us to validate a transaction by determining whether the proposed transaction falls within designated parameters. Updated:12116ffl 103199 ,Your"-Security Administrator will determine which of yc Operators having ,access to WellsEB. 'He /she will set up the Opt individual Operator ID and a temporary password to each Opera be required to change his /her password upon his /her first succei and thereafter at least every 60 days. After the Security Admit the WeIIsEB Software and has set up the Operators, an Operat WeIIsEB Software by inputting his/her individual Operator ID and will 3 -on to WeIIsEB r has registered only access the for password.- . Your Security Administrator will assign a Token Card to each Operator authorized to send. Funds Transfers. Only Operators authorized to send Funds Transfers and the Security Administrator who registers the EB Software will be assigned Token Cards. Using the WeIIsEB Software, the Security Administrator will maintain a- current inventory,of assigned; activated Token Cards, request deletion and cancellation of Token Cards, and report lost and stolen cards immediately to us so. the Token. Cards can be disabled to: protect against loss. You are responsible for the security of the Token Cards. . Cards will not be revoked until we receive a revocation. or deletion instructin from the Security Administrator. Replacement Token Cards will be issued pursuant to the procedure in the User Documentation. In order to send a Funds Transfer request, an Operator authorized to send Funds Transfers, when receiving a screen prompt to do so, must reenter his /her Operator password, activate the Token Card and enter, at the appropriate place on the screen, the Dynamic Password generated by the Token Card. If a Token Card becomes out of synchronization with the Wells Fargo authentication server, the Security Administrator may utilize the. Token reset procedure which requires the Security Administrator to call us at the number we have provided you to request Token reset, identify himself /herself as the Security Administrator and give Personal Data that matches what we have on file for the Security Administrator, and follow, the telephonic request by delivery to us ofa written reques# submitted'on your letterhead signed by the Security Administrator. Such delivery may ,be, made by facsimile. We will reset the Token upon receipt of the written request described above. In.the event of an Operator lockout (i.e., an Operator is unable to access the WeIIsEB Software), the Security Administrator may, reset an Operator's password. In the event of a total Security Administrator lockout, you may utilize the SuperUser ID procedure for reset which requires the Security Administrator to call us at the number we have provided to you to request a SuperUser ID, identify him /herself as the Security Administrator, give Personal Data that matches what we have on file for the Security t Administrator, and follow the elephonic request with ,the delivery to us of a written request submitted on::your letterhead signed` by the; Security Administrator. Such delivery , may be made by facsimile. Upon receipt of the written request described above, we will issue a SuperUser ID which will allow. the Security Administrator to access the WeIIsEB Software.. If necessary, the Security Administrator may then reset individual Operator passwords to provide access to the WeIIsEB Software. Updated:12/1 SM9 103199 for FUNDS mu set 0 'ollowing transfer and Operator limits (which will be 'er limits for each Transfer Account, daily transfer limits or limits for each Funds Transfer, and each Funds ch limit: In addition, WeIIsEB permits you to separate create, verify and send transfer requests, and WE IAT YOU DO , SO, TO, REDUCE YOUR RISK OF NG FROM 'AN UNAUTHORIZED OR FRAUDULENT SECURITY PROCEDURES FOR FUNDS TRANSFERS VIA TELEPHONE INITIATED WELLS FARGO DOES NOT RECOMMEND' THESE SECURITY PROCEDURES. WE RECOMMEND THE SECURITY PROCEDURES SET FORTH ABOVE FOR FUNDS ,TRANSFERS INITIATED THROUGH PC MANAGER. IF YOU DISREGARD OUR RECOMMENDATION AND USE THE SECURITY` PROCEDURES BELOW BY ,INITIATING FUNDS TRANSFERS BY VOICE vb.-TELEPHONE, YOU SIGNIFICANTLY INCREASE THE RISK THAT THERE' WILL BE A LOSS,, FOR WHICH YOU WILL BE RESPONSIBLE, RESULTING FROM AN UNAUTHORIZED OR FRAUDULENT FUNDS TRANSFER. In the Set -Up Forms for our Funds Transfer Services, you are required to provide a list of the names and telephone numbers of those persons. ( "Transfer Authorizers ") who are authorized to request Funds Transfers out of or into each Transfer Account. We will attempt to verify each request for.a Funds Transfer by (1) checking the name given by the person requesting, and in' the case of non ,- Repetitive Funds Transfers verifying, the Funds Transfer into or out of a Transfer Account to ensure that it is one of the names of Transfer Authorizers you have given usfor the relevant7ransfer Account, and (ii) in the case of. Repetitive Funds Transfers, checking the repetitive request number given by the, person req`uesti'ng the Funds Transfer into or out of ja Transfer Account to ensure that it is one of the repetitive request numbers we assigned to'the relevant Transfer Account, and (iii) in the case 'of requests for. non- Repetitive Funds' Transfers, by calling back a Transfer Authorizer for the relevant Transfer Ac4nt, other than the Transfer Authorizer who purportedly made the request, at the telephone number you have orovided for' such other Transfer Authoriser. No non- reoetitive' Funds a the request number. , No callback'wih be "made to attempt to verify any; request for, a Repetitive Funds Transfer. in accepting and.; in,yth'e case of'non- repetitive Funds Transfers, attempting to verify by` callback, voice- initiated telephonic requests for Funds. Transfers o'ut of or into a Transfer Account, we are o*ly required to determine (a) if the name; given by the person requesting,or verifying a transfer is listed as the name of a Transfer Authorizer for that Transfer Account, but we are under no obligation to confirm any such . person's identity,, and (b), in - the case of Repetitive ' Funds Transfers, if the repetitive request number given by the person requesting the transfer is the one which we assigned to that Transfer Account. Updated:17J16199 103109 SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED THROUGH OUR InfoTouch® SERVICE You are required to use (a) your identification code (which we will assign) for the Transfer Account or the family of accounts containing the. Transfer Account from which or into which the transfer will ;be made, (b) the identification number of the Operator requesting the transfer (which you will assign for each of your Operators), (c) the password of the Operator requesting the transfer (which we will initially assign and which must be changed by each Operator the first time it is used and thereafter at least once every 90 days); and (d); for Repetitive Funds Transfers, the repetitive request number for the Repetitive Funds Transfer (which we will assign for each Repetitive Funds Transfer series you request be established). You must also set the following transfer and operator limits (which you will determine and communicate to us): (i) a daily transfer limit for each of your Transfer Accounts, and (ii) for Repetitive Funds Transfers, (A) a limit for'each Repetitive Funds Transfer, (B) an Operator limit for each Repetitive Funds Transfer, and (C) a daily Repetitive Funds Transfer limit for each Operator, and each Funds Transfer must be within each such limit. In addition, we recommend that you use a supplemental security procedure called "Second Operator Release which allows you to separate between two Operators the ability to create and to release transfer requests IF YOU DISREGARD THIS RECOMMENDATION, YOU INCREASE THE RISK THAT THERE WILL BE A LOSS, FOR WHICH YOU WILL BE RESPONSIBLE; RESULTING FROM AN UNAUTHORIZED OR FRAUDULENT FUNDS TRANSFER. - SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED BY INCOMING DRAWDOWN REQUESTS ( "DRAWDOWN TRANSFERS ") Any financial institution, acting as your agent ( "Drawdown Agent"), in requesting a funds transfer out of your WDDA, must transmit its request to us ( "Drawdown Request ") through a Federal Reserve Bank by means of a dedicated communications line using the encryption standards of, and access controls established by, that Federal Reserve Bank. The Set -Up Forms for Funds Transfer Services require that you provide us with a list ( "Drawdown List") containing (a) the name and. ABA routing number of each Drawdown Agent which you have authorized to request and receive; Drawdown Transfers out of each Transfer Account, and (b) the titles and account numbers of your accounts with each Drawdown Agent which are to be credited for Drawdown Transfers out of each Transfer Account. Before making a Drawdown Transfer out of a Transfer Account, we will verify that (i) the account to receive the transfer is listed as an account to receive transfers from that Transfer Account, and (ii) the financial institution requesting the Drawdown Transfer is listed as a Drawdown Agent for that Transfer Account. If the above information cannot be verified, we will not be obligated to honor the Drawdown Request nor make the Drawdown Transfer. Excluded Services: ame Updated: i 2/16199 103199 7 By: Title: LD� 11� , ame . - By; .William R:' Kel ly. Title: City Manager [name and signature for each{ subsidiary/affiliate on whose Date: _ behalf customer is acting] Exclude Services: 1. ACH Express 2. 'SECURITY PROCEDURES FOR ACH TRANSFERS INITIATED THROUGH OUR CASH CONCENTRATION SERVICE 3. SECURITY PROCEDURES %FOR ACH TRANSFERS INITIATED,'THROUGH,'OUR,; PAYMENT MANAGER SERVICE 4. SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED THROUGH OUR WELLS' ELECTRONIC BANKER SERVICE 5. SECURITY PROCEDURES FOR FUNDS TRANSFERS INITIATED THROUGH OUR Info Touch SERVICE 6 BY INCOMING DRAWDOWN REQUESTS ("DRAWDOWN TRANSFERS") Updated:12/16/99 - 103199