Loading...
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. Page 1 of 3 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. Page 2 of 3 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_ _ Page 3 of 3 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. Page 1 of 1