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Home My Public Portal About2012.08.09 US Bank Master Service Agreementembank. Master Services Agreement (Governmental Entities) Customer Tax ID Number: 82-6000223 I, Donald C. Bailey , HEREBY CERTIFY that I am Mayor of The City of McCall, Idaho ("Customer"). 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 hereby agrees as follows: DEPOSIT ACCOUNTS: 1. U.S. Bank National Association ("Bank") is hereby designated as Customers 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 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. OTHER SERVICES: 5. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment business with and through the Bank, including, without limitation, the Bank's Money Center division, which such person may at any time deem to be advisable, including, without limiting the generality of the foregoing, authority to purchase certificates of deposit, government securities, commercial paper, stocks, bonds or other forms of investments that may be sold by the Bank, and to enter into safe deposit agreements and investment account agreements offered by 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. TREASURY MANAGEMENT SERVICES: 6. 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. 7. 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 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 Rev. 4/12/2011 All of Up serving you. Page 1 of 3 Version: 1/11 embank. Master Services Agreement (Governmental Entities) 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. 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. GENERAL: 10. All Account Signers, Treasury Management Signers and Foreign Currency Account 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 Customers written notice. 11. 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. 12. 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 and/or Foreign Currency Account 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. Each of the Contract Signers further certifies that the Account Signers, Treasury Management Signers and/or Foreign Currency Account 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. Rev. 4/12/2011 All of QV serving you. Page 2 of 3 Version: 1/11 embank. Master Services Agreement (Governmental Entities) The undersigned Contract Signers have executed this MSA as of the 9 day of August 20 12 . Contractignatu:S:" e`� Contract Signer Signature: / Signature: Print Name: onald C. Bailey Print Name: Print Title: Mayor Print Title: Contract Signer Contract Signer Signature: Signature: Print Name: Print Name: Print Title: Print Title: Contract Signer Contract Signer Signature: Signature: Print Name: Print Name: Print Title: Print Title: Contract Signer Contract Signer Signature: Signature: Print Name: Print Name: Print Title: Print Title: For Internal Use Only: Review Validation Method TL Review Imaged Rev. 4/12/2011 All of r serving you Page 3 of 3 Version: 1 /11 bank, Appendix A Account Signers Customer Information Customer Name: City of McCall, Idaho Tax Identification Number: 82-6000223 Account Information Account Name Account Number Tax Identification Number City of McCall Combined Account 153300592943 McCall Urban Renewal Agency 153300592133 Authorized Account Signers Name Donald C. Bailey Title Specimen Signature Laura Scott Council President Gene Drabinski Interim City Manager Linda Stokes City Treasurer The Contract Signer listed below further represents and warrants to the Bank that the signatures listed above are the true and authentic signatures of the Authorized Account Signer(s) and that Customer has taken all action required by its organizational documents to appoint the Authorized Account Signer(s). REQUEST FOR FEDERAL TAXPAYER IDENTIFICATION NUMBER UNDER PENALTIES OF PERJURY I CERTIFY THAT: A. THE NUMBER(S) SHOWN ABOVE IS/ARE THE CORRECT TAXPAYER IDENTIFICATION NUMBER(S) FOR THE CORRESPONDING TAXPAYER. B. I AM NOT SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS SINCE I HAVE NOT BEEN NOTIFIED I AM SUBJECT TO OR HAVE BEEN NOTIFIED I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING BY THE INTERNAL REVENUE SERVICE. (IF YOU CANNOT CERTIFY THIS, CROSS OUT STATEMENT B.) C. I AM A U.S. PERSON (AS DEFINED IN THE IRS FORM W-9 INSTRUCTIONS, WHICH INSTRUCTIONS WILL BE PROVIDED BY BANK UPON REQUEST). D. I AM AN EXEMPT CUSTOMER AS LISTED IN THE IRS FORM W-9 INSTRUCTIONS - CHECK BOX ❑ THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISIONS OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. Contract Signer Sign. re: Print Name: Donald C. Bailey �I. Print Title: Mayor Date: August 9, 2012 For Internal Use Only: Authorized Signers are related to the Master Services Agreement dated: Review Validation Method TL Review Imaged Rev.3/29/2011 All of serving you. Appendix A Version: 1/11 mbank. Appendix B Treasury Management Signers Customer Information Customer Name: City of McCall, Idaho Tax Identification Number: 82-6000223 Authorized Treasury Management Signers Name Title Specimen Signature Linda Stokes City Treasurer Gene Drabinski Interim City Manager The Contract Signer listed below further represents and warrants to the Bank that the signatures listed above are the true and authentic signatures of the Authorized Treasury Management Signer(s) and that Customer has taken all action required by its organizational documents to appoint the Authorized Treasury Management Signer(s). Contract Signer Signature: Print Name: Donald C. Bailey Print Title: Mayor Date: August 9, 2012 For Internal Use Only: Authorized Signers are related to the Master Services Agreement dated: Review Validation Method TL Review Imaged_ Rev. 10/7/2011 All of serving you. Appendix B Version: 1/11