HomeMy Public PortalAbout2022.01.18 US Bank Master Services Agreement IlIr Master Services Agreement
Customer Tax Identification Number: 820459044
I, Mike Maciaszek, HEREBY CERTIFY that I am Board Chair of Mccall Redevelopment Aurthority("Customer"),
a Government Entity. Idaho
I further certify that I have full power and lawful authority to execute this Master Services Agreement("MSA")on behalf of Customer. I
further certify that Customer has taken all action required by its resolutions and other organizational documents, records or agreements
to authorize the individuals listed below to act on behalf of Customer in all transactions contemplated under this MSA. Customer shall
not be bound by the terms and conditions for those specific services described,to the extent Customer elects not to use such
service(s). Customer hereby agrees as follows:
DEPOSIT ACCOUNTS:
1. U.S. Bank National Association ("Bank")is hereby designated as Customer's banking depository. Customer has received a copy
of the deposit account terms and conditions and agrees that such terms shall govern the deposit account services provided by
Bank. All transactions between Customer and Bank involving any of Customer's accounts at Bank will be governed by the deposit
account terms and conditions,this MSA and other disclosures provided to Customer. Customer agrees to provide Bank with a copy
of documents requested by Bank.
2. Any one(1)of the persons whose names and signatures appear in Appendix A(individually, an"Account Signer")are hereby
authorized to open, add, modify,or close accounts in the name of Customer or its subsidiaries or affiliates,or if applicable, as an
agent for another entity, and to sign, on behalf of Customer, its subsidiaries or affiliates or as an agent for another entity,checks,
drafts or other orders for the payment,transfer or withdrawal of any of the funds or other property of Customer,whether signed,
manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order
of the person or persons signing or otherwise authorizing the same and including also those payable to the Bank or to any other
person for application,or which are actually applied to the payment of any indebtedness owing to the Bank from the person or
persons who signed such checks, drafts or other withdrawal orders or otherwise authorized such withdrawals; and are also
authorized to endorse for deposit, payment or collection any check, bill, draft or other instrument made, drawn or endorsed to the
accounts governed by this MSA for deposit into these accounts. The authorization contained in the preceding sentence includes
transfers of funds or other property of Customer to accounts outside of those accounts Customer maintains at Bank. Any one of
the Contract Signers(as defined below)is also authorized to execute any documentation that Bank may require to add or delete
Account Signers.
3. Unless Customer otherwise advises Bank in writing and Bank has a reasonable opportunity to act on such writing,the Account
Signers listed in Appendix A will be Account Signers on any future deposit accounts that Customer maintains with Bank.
4. Customer acknowledges and agrees that Bank is not required to obtain the consent of or otherwise contact an Account Signer for
transactions other than those listed in paragraph 2 above, including, but not limited to,transfers between accounts Customer
maintains at Bank, advances on loans Customer has with Bank and transfers to pay down loans Customer has with Bank.
TREASURY MANAGEMENT SERVICES:
5. Bank's treasury management services("Treasury Management Service(s)")are described in the U.S. Bank Services Terms and
Conditions, any supplements thereto,any implementation documents, user manuals, operating guides and other related
documentation and disclosures provided by Bank, and any addendum to any of the foregoing(collectively the"Services
Agreement"). Customer has received and reviewed the Services Agreement and desires to use one or more of the Treasury
Management Services.
6. Any one(1)of the persons whose names and signatures appear in Appendix B(individually, a "Treasury Management Signer")are
empowered in the name of and on behalf of the Customer to enter into all Treasury Management Services transactions
contemplated in the Services Agreement including, but not limited to, selecting Treasury Management Services,appointing agents
to act on behalf of Customer in the delivery of Treasury Management Services, signing additional documentation necessary to
implement the Treasury Management Services and giving Bank instructions with regard to any Treasury Management Service,
including without limitation,wire transfers,ACH transfers,and any other electronic or paper transfers from or to any account
Customer may maintain with Bank. Bank may, at its discretion, require Customer to execute additional documentation to implement
or amend certain Treasury Management Services. In such cases, documentation necessary to implement or amend such Services
shall be signed by a Treasury Management Signer. Customer further acknowledges and agrees that Bank may implement or
amend Services based on the verbal,written,facsimile,voice mail, email or other electronically communicated instructions that it
believes in good faith to have been received from a Treasury Management Signer. Any one of the Contract Signers(as defined
below)is also authorized to execute any documentation that Bank may require to add or delete Treasury Management Signers.
`0721' us bank.
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Master Services Agreement
MONEY CENTER AND SAFEKEEPING SERVICES:
7. Any one(1)of the persons referenced in Appendix M (individually, a"Money Center Signer")are each authorized and empowered
in the name of and on behalf of the Customer to transact any and all depository and investment business through the Bank's
Money Center division(the"Money Center")and any securities custodial business through the Bank's Safekeeping Department
(the"Safekeeping Department),which such person may at any time deem to be advisable, including,without limiting the generality
of the foregoing, selecting any services that may from time to time be offered by the Money Center or the Safekeeping Department
(collectively referred to herein as"Money Center Services"and "Safekeeping Services", respectively), appointing additional Money
Center Signers or agents to act on behalf of Customer with respect to Money Center Services and Safekeeping Services, signing
additional documentation necessary to implement the Money Center Services and Safekeeping Services and giving Bank
instructions with regard to any Money Center Service and Safekeeping Service. Customer has received and reviewed the Services
Agreement and may use one or more of the Money Center Services or Safekeeping Services from time to time. Bank may, at its
discretion, require Customer to execute additional documentation to implement or amend certain Money Center Services or
Safekeeping Services. In those cases,the required documentation shall be signed by a Money Center Signer. Customer further
acknowledges and agrees that Bank may take any action with respect to any Money Center Services or Safekeeping Services
requested by a Money Center Signer based on the verbal,written,facsimile,voice mail, email or other electronically communicated
instructions that Bank believes in good faith to have been received from a Money Center Signer. Any one of the Money Center
Signers is also authorized to execute any documentation that Bank may require to add or delete Money Center Signers.
FOREIGN EXCHANGE:
8. Bank is authorized by Customer to enter into foreign exchange transactions. Customer has received a copy of the Services
Agreement and agrees that the terms contained in the Services Agreement,this MSA and other disclosures provided to Customer
shall govern the foreign exchange services provided by Bank. Customer agrees to provide Bank with a copy of documents
requested by Bank.
FOREIGN CURRENCY ACCOUNTS:
9. Bank is hereby designated as Customer's banking depository for one or more Foreign Currency Account(s)(the"Foreign
Account(s)"). Any one(1)of the persons whose names and signatures appear in Appendix C(individually,a"Foreign Currency
Account Signer")are hereby authorized to open, add, modify, or close any Foreign Account(s)in the name of Customer or its
subsidiaries or affiliates and to make, on behalf of Customer,orders for payment or transfer of any of the funds or other property of
Customer,whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those
payable to the individual order of the person or persons signing or otherwise authorizing the same. Customer hereby expressly
authorizes and directs Bank to accept written and oral instructions any payment orders, by telephone or otherwise,consistent with
the Services Agreement. Customer has received a copy of the Services Agreement and agrees that the terms contained in the
Services Agreement,this MSA and other disclosures provided to Customer shall govern the Foreign Accounts. Any one of the
Contract Signers(as defined below)is also authorized to execute any documentation that Bank may require to add or delete
Foreign Currency Account Signers.
OTHER SERVICES:
10. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment
business with and through Bank, and, in reference to any such business,to make any and all agreements and to execute and
deliver to Bank any and all contracts and other writings which such person may deem to be necessary or desirable.
GENERAL:
11. All Account Signers,Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers(whether
designated in this MSA or in a prior document[for example, a Certificate of Authority or a Treasury Management Services
Agreement]executed by Customer)will remain in place until Bank receives written notice of any change and has a reasonable time
to act upon Customer's written notice.
12. Any and all transactions by or in behalf of Customer with the Bank prior to the adoption of this MSA(whether involving deposits,
withdrawals,Treasury Management Services, or otherwise)are in all respects ratified,approved and confirmed.
13. Customer agrees to furnish Bank with the names and signatures(either actual or any form or forms of facsimile or mechanical
signatures adopted by the person authorized to sign)of the persons who presently are Account Signers,Treasury Management
Signers, Foreign Currency Account Signers and/or Money Center Signers. Bank shall be indemnified and saved harmless by
Customer from any claims,demands, expenses, loss or damage resulting from or growing out of honoring or relying on the
signature or other authority(whether or not properly used and, in the case of any facsimile signature, regardless of when or by
whom or by what means such signature may have been made or affixed)of any officer or person whose name and signature was
so certified,or refusing to honor any signature or authority not so certified.
Each of the undersigned(individually and collectively,the"Contract Signers")certifies that, based on his or her review of Customer's
books and records, Customer has, and at the time of adoption of this MSA had,full power and lawful authority to adopt the MSA and to
confer the powers herein granted to the persons named,and that such persons have full power and authority to exercise the same.
Each of the Contract Signers further certifies that he or she has the full power and lawful authority to execute this MSA on behalf of
Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with
Customer authorizing Customer to act on such entity's behalf.
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Master Services Agreement
Each of the Contract Signers further certifies that the Account Signers,Treasury Management Signers, Foreign Currency Account
Signers and/or Money Center Signers have been duly elected to and now hold the offices of Customer set opposite their respective
names, and the signatures appearing opposite their names are the authentic,official signatures of the said signer.
Customer agrees that document electronic signatures or signatures that are transmitted by facsimile or other electronic means shall be
binding as of the date signed and to the same extent as original signatures.The parties agree to accept a digital image of this
Agreement,as executed,as a true and correct original and admissible as best evidence for the purpose of state law,federal or state
rules of evidence, and similar statutes and regulations
The MSA shall be effective as of the last date of the undersigned Contract Signers:
Signature: h112/ Signature:
Print name: Mike Maciaszek Print name: Tabitha Martineau
Print title: Board Chair Print title: Vice-chair
maciaszek@frontiernet.ne
Email address: t Email address: tabs133@hotmail.com
Date: Date:
•
Signature: Signature: Cc
Print name: t Print name: Linda Stokes
Print title: Board Member Print title: Treasurer
Email address: mjamesm247@gmail.com Email address: Istokes@mccall.id.us
Date: Date:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
Signature: Signature:
Print name: Print name:
Print title: Print title:
Email address: Email address:
Date: Date:
For Internal Use Only:
Review Validation Method TL Review Imaged_ _
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Appendix A:
Account Signers
Customer information
MCCALL REDEVELOPMENT
Customer name: AUTHORITY Tax ID number: 820459044
Account information
Account name Account number Tax ID number
MCCALL REDEVELOPMENT AUTHORITY _ 153300592133 820459044
Authorized account si'ners
Name Title Email address Specimen signature
maciaszek@frontier
Mike Maciaszek Board Chair net.net �'v
tabs133@hotmail.co
Tabathia Martineau Vice-Chair m
mjamesm247@gmai
Monty Moore Board Member I.com
Istokes@mccall.id.0
Linda Stokes Treasurer s
The Contract Signer listed below represents and warrants to the Bank that: (i)the signatures listed above are the true and authentic
signatures of the Authorized Account Signer(s); (ii)that each Customer listed above has taken all action required by its respective
organizational documents to appoint the Authorized Account Signer(s); and(iii)he/she is authorized to complete this Appendix A for
each Customer listed above.Customer is responsible for the validity and authenticity of email addresses provided above.
Signature: f' Email address: maciaszek@frontiernet.net
Print name: Mike Maciaszek Date: / /2
Print title: Board Chair
For Internal Use Only:
Authorized signers are related to the Master Services Agreement dated:
Review Validation method TL review Imaged
`02/2' C147:1 bank.
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