HomeMy WebLinkAbout98.05-23-2018 Board Meeting Item 17 Attachment 3 - Banc of California Proposal.pdf ORIGINAL
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Orange County Sanitation District
RFP for General Banking Services
August 18, 2017
f BANC OF GOVERNMENT BANKINC
`� CALIFORNIA
Submitted by veronica villasenor, IVIPP, CTP
Banc of California, N.A. Senior Director, Senior Relationship Manager
Government Banking Division
(949) 265-4022
veronica.villasenor@bancofcal.com
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Disclosure Agreement
This proposal to the Orange County Sanitation District(the District) contains certain nonpublic
information about Banc, N.A. ("Banc") and Banc's subsidiaries and affiliates that Banc deems
proprietary and confidential. Banc acknowledges, however,that, pursuant to California Public
Records Act-Government Code 6250-6270, disclosure of certain nonpublic information may be made
pursuant to a lawful public records request.
Please note that, at this time, Banc has not made any commitment to extend credit or render
services to the District or any other person. This proposal has been prepared for discussion purposes
only.
In preparing this proposal, Banc relied upon certain information provided to Banc by authorized
representations of the District. Banc is not responsible for the completeness or accuracy of
information provided by the District.
This proposal and the pricing herein are valid for 180 days from the submittal date of August 18,
2017.
ORANGE COUNTY SANITATION DISTRICT 2
,Y \ ANC OF
CALIFORNIA GOVERNMENT BANKING
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Tab A—Table of Contents
(One page maximum.) Table of Contents following the RFP format.
TabA—Table of Contents..........................................................................................................................................3
TabB—Transmittal Letter..........................................................................................................................................4
TabC—Bank Profile ...................................................................................................................................................6
TabD—References.....................................................................................................................................................8
TabE—Customer Service...........................................................................................................................................9
Tab F—Demand Deposit Accounts..........................................................................................................................11
Tab G—Collateralization of Deposits.......................................................................................................................13
TabH—Depository Services.....................................................................................................................................15
Tab I—Paper Disbursement and Positive Pay Services............................................................................................18
Tab J—Full Account Reconcilement.........................................................................................................................21
Tab K—LAIF Transfers/State Activity: ....................................................................................................................23
TabL—Wire Transfers..............................................................................................................................................25
Tab M—Automated Clearinghouse(ACH)...............................................................................................................27
TabN—Payroll Taxes...............................................................................................................................................29
TabO—Information Reporting................................................................................................................................31
TabP—Sweep Product.............................................................................................................................................33
TabCl—Bank Compensation....................................................................................................................................35
Tab R—Implementation Plan and Costs..................................................................................................................37
TabS—Business Continuity......................................................................................................................................39
Tab T—Service Enhancements.................................................................................................................................41
Tab U: Completed Banking Services Bid Form (Attachment B)..........................................................................43
Tab V: Bank's Standard Bank Fee Schedule........................................................................................................47
Tab W: Sample Account Analysis Statement....................................................................................................48
Tab X: Bank's Annual Report for 2016...............................................................................................................52
Tab Y: File Formats for Positive Pay and ACH ....................................................................................................64
ATTACHMENT C: NON-COLLUSION AFFIDAVIT,GENERAL BANKING SERVICES.......................................................68
ATTACHMENT D:ACKNOWLEDGMENT OF INSURANCE, GENERAL BANKING SERVICES.........................................71
ATTACHMENT E: REFERENCE SHEET,GENERAL BANKING SERVICES.......................................................................76
APPENDIX.................................................................................................................................................................82
-Treasury Management Services Agreement
-Sample Reports
-Sample Conversion Timetable/Schedule
ORANGE COUNTY SANITATION DISTRICT 3
BANC OF CALIFORNIA GOVERNMENT BANKING
Tab B —Transmittal Letter
(One page maximum.( Bank shall submit a one page letter of transmittal which describes the main features of
the proposal and be signed by an authorized bank officer.
The Letter of Offer shall be addressed to Michael White, Controller and must, at a minimum,contain the
following:
1. Identification of Proposer, including name, address,and telephone number.
2. Proposed working relationship between Proposer and subcontractors, if applicable.
3. Name,title,address,and telephone number of contact person during period of proposal evaluation.
4. A statement to the effect that the proposal shall remain valid for a period of not less than 90 calendar
days from the date of submittal.
5. Signature and Title of a person authorized to bind Proposer to the terms of the proposal.
ORANGE COUNTY SANITATION DISTRICT 4
ANC OF
CALIFORNIA GOVERNMENT BANKING
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August 18, 2017
Michael D.White, CPA, Controller
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Dear Michael:
Thank you for including Banc of California (Banc) in your Request for Proposal (RFP)for General Banking
Services for Orange County Sanitation District(the District). We are delighted for the opportunity to
respond and earn the District's banking business,and would be honored to be your business partner.We
believe the following strengths set us apart in the banking landscape and hope you will agree.
We have structured a financial package that we believe is compelling and of interest. Offer highlights
include:
Is Premier pricing—highly competitive pricing discounts that hopefully result in a net fee savings to
the District.
Is Above market Earnings Credit Rate(ECR)of 0.65%that hopefully will reduce banking fees
significantly. This could enable the District to add some of the additional services we recommend,
or any other services in the future.
Is First year of banking services free—we are eager to earn the District's business and as a show of
our enthusiasm we will waive all banking fees incurred during the first year of the contract.
Is $2,500 conversion allowance for initial supplies.
Is Transition Expertise—extensive experience in guiding organizations through the process of
changing banks.
Working with Banc means aligning with California's premier regional bank and engaging with a local and
committed partner. As the largest independent bank in California with an Outstanding CRA Rating for
Community Development,we recognize that government is essential to our communities and local
economy, and as such are committed wholeheartedly to serving customers like the District.
Please note that this proposal shall remain valid for a period of not less than 90 calendar days from the
date of submittal,August 18, 2017. Should you need further information, please do not hesitate to
contact me by phone at(949) 265-4022 or via email at veronica.villasenorCwbancofcal.com.We look
forward to meeting soon to discuss our proposal in more detail.
Sincerely,
Veronica Villasenor, MPP,CiP
Senior Director,Senior Relationship Manager&Division Head, Government Banking
3 MacArthur Place Santa Ana,CA 92707
(949) 265-4022
ORANGE COUNTY SANITATION DISTRICT 5
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Tab C— Bank Profile
(Two page maximum in addition to copies of audited financial statements and bank rating report within
Financial Strength section below.) Please respond to the following sections:
In an effort to conserve resources,the bank's most recent audited financial statement can be accessed at:
http://www.snl.com/irweblinkx/FinancialDocs.aspx?iid=4074352
Qualifications—To be considered for selection, proposing banks must meet certain minimum qualifications.
Financial institution must be a Federal or State charted banking institution as defined in California
Government Code; must be a depository of public funds pursuant to California Government Code Section
53648; must have at least a "satisfactory' rating from a nationally recognized bank rating service;and must
have a dedicated government services unit.
Yes,we can meet the above minimum qualifications.
Bank Overview—Provide a general overview of the bank's operations,customer base, and fundamental
management philosophy. Identify the primary office or branch that the District will be assigned to and where
its primary banking business will be conducted.
Since 1941, Banc (NYSE:BANC) has provided full-service banking and home lending to individuals and their
businesses,families and employees throughout California and across the West. Today,with over$10 billion in
assets and over 35 banking and lending locations,we are large enough to meet our clients' banking needs,yet
small enough to serve them well. Banc's strong balance sheet, deep community roots and commitment to
lasting and meaningful relationships are the foundation for its long record of success.
Banc is a Federal chartered commercial banking institution. Our corporate structure consists of our holding
company, Banc of California, Inc..,with Banc of California, N.A. as the operating arm of the bank.
We have a full service branch 5.9 miles from District offices, located at 3 MacArthur Place in Santa Ana,as well
as 8 additional branches within Orange County proper. This District can conduct most of its business online or
via telephone, but if a branch visit is desired,the Santa Ana branch will be dedicated to these interactions. In
fact, our corporate headquarters is located in Santa Ana, CA. A full branch listing can be found by visiting our
website at httos://www.bancofcal.com/customer-support/locations.
Financial Strength—Provide a summary of the bank's current financial performance to include the level of
exposure to high-risk mortgages and other loans, bank profitability and capitalization,and any recent or
planned mergers,acquisitions, or major restructuring. Provide key measures of the bank's financial strength,
including ratings from nationally recognized rating service(s) and bank rating service(s). Include one copy of
the bank's most recent audited financial statement and one copy of the bank's rating from a nationally
recognized bank rating service that includes ratings as a long-term issuer,short-term/commercial paper,
subordinate debt,and Certificates of Deposit.
ORANGE COUNTY SANITATION DISTRICT 6
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Currently, Banc has no pending merger/acquisition activity in process. The last related activity closed on
3/30/2017 which was sale of our Banc Home Loans Division.
Experience—Detail the bank's direct experience in servicing public sector clients, including the number of
public agency clients in California,the dollar amount of public funds on deposit in California,and the bank's
knowledge of and the ability to adhere to the California Government Code and other applicable laws.
Banc has committed valuable resources to growing its California government banking specialty. Currently,we
have the privilege of serving five California municipal entities across 36 accounts with over $280 million in
public funds deposits.
While Banc officially launched its Government Banking Division in 2016, its team is comprised of key industry
experts who are highly experienced in serving California public agencies. Strategically-sized, the team is
decidedly seasoned,with decades of combined banking and public finance experience among them.
Banc provides a comprehensive suite of solutions to governments to support them in maximizing efficiencies,
reducing costs, optimizing additional revenue opportunities, and capitalizing returns on municipal
investments. Our local and dedicated team equips clients with the custom solutions to manage, navigate and
optimize all of your financial service needs.
Banc pledges and maintains qualified securities as deposit collateral in accordance with California Government
Code and other applicable laws.
ORANGE COUNTY SANITATION DISTRICT 7
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Tab D — References
(Complete the Reference Sheet provided within Attachment E, one sheet for each reference).The Proposer
shall provide the names,addresses,telephone and fax numbers and email for five(5) municipal customers
that are of similar size and scope of service utilization as the District that the Proposer has provided a similar
service to within the past five(5)years.
Please see Attachment E for References. The following are current clients and willing to serve as references
for the District on behalf of Banc. They were selected as references on the basis of their being agencies and
businesses with similar scopes of service utilization as pertinent to this REP. More client references can be
provided upon request.
Choosing Banc represents an opportunity for the District to collaborate and grow with an experienced
Government Banking team while receiving our focused and undivided attention. As part of our core deposit
base we have held government funds in compliance with California State codes from a range of entities for a
number of years,totaling over$280MM at present. However, beginning in 2016 we saw an opportunity truly
to be California's bank by investing capital and human resources in the creation of a proprietary Government
Banking Division, providing the banking services essential to municipal entities, with a specialized, California
focus. We recognize that government is fundamental to our community infrastructure and local economy,
and as such are committed wholeheartedly to serving customers like the District. In fact, this ideal is at the
core of our California Strong philosophy. And while the Government Banking Division itself is a relatively new
business segment in its official capacity at Banc,the team responsible for caring for government customers is
anything but: our highly seasoned government banking team is comprised of industry experts who are
decidedly seasoned in serving California public agencies,with decades of collective banking and public finance
experience.
In particular,your relationship team has worked with a wide range Southern California municipalities overthe
last decade, and can provide customer references who can speak to the exceptional service they have
provided while working closely with local agencies similar to the District. Please let us know if this is
something of interest and we would be happy to accommodate.
ORANGE COUNTY SANITATION DISTRICT 8
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Tab E— Customer Service
(One page maximum.( The level of customer service provided to the District for its banking needs is an
important consideration.The District would prefer one primary bank contact person to handle its day-to-day
banking activities.
1. Describe the bank's customer service strategy,to include problem resolution, turnaround times, and
ongoing maintenance for governmental clients.
2. Specify whom the District will be calling for day-to-day banking and treasury management issues.
3. Provide a short bio on the key bank personnel who would be responsible for the District's accounts.
ORANGE COUNTY SANITATION DISTRICT 9
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1
1. Superior customer service that not only meets but exceeds the District's expectations is our goal at
Banc. Should any issues arise that require more acute attention or escalation, a Customer Service
Supervisor is immediately involved and the District's Relationship Manager is alerted until the problem is
adequately resolved to the District's satisfaction.
After the conversion is completed, your Relationship Manager will establish a regular relationship review
meeting schedule with the District quarterly, semi-annually or annually, or at the frequency that is most
convenient and desirable to the District. The goal will be to not only provide ongoing maintenance as-
needed, but also to act as the District's consultative partner providing,guidance and sharing industry best
practices to support the District in leveraging new technologies, increasing efficiencies and reducing costs
ongoing maintenance for governmental clients.
2. Support with day-to-day issues is provided by our Customer Service team who can be reached at via
telephone at 714-850-6452 or via email at BBCS@BancofCal.com. We are committed to responding to
each and every inquiry no later than 24 hours after it is received.
The District's primary contact person assigned to this account will be your dedicated Relationship Manager,
Veronica Villasenor:
Veronica Villasenor, MPP,CTP
Senior Director,Senior Relationship Manager
Government Banking
Office: (949) 265-4022
Cell:(619)577-0753
Fax: (855)325-3949
Veronica.V i I lasenor@ ba ncofca I.com
3. The District's dedicated point of contact overseeing your relationship and all contact with Banc would be
Veronica Villasenor. Ms.Villasenor joined Banc with an extensive background in municipal banking,which
includes specialized expertise in the areas of treasury management, public finance, trust and custody
services, credit, and a range of payment solutions. Her career has spanned public affairs, community
relations, finance and lending, and non-profit administration. As head of Banc's Government Banking
Division, she is responsible for developing and managing a portfolio of specialized commercial clients in
the middle-market sector with greater than $20MM in total revenue. In addition to growing revenue for
the bank by successfully prospecting for new business and retaining and expanding existing client
relationships, Veronica cultivates business prospects and expands the bank footprint via active business
development,the building of strategic community partnerships, and avid participation in and contribution
to industry associations.
A San Diego native, she holds a B.A. from Princeton University and an M.A. from Harvard University, both
in the field of Public Policy. She is fluent in Spanish and French and resides in Vista with her husband Paul,
her daughter Olivia and dogs Oscar and Sophie.
ORANGE COUNTY SANITATION DISTRICT 10
ANC OF
CALIFORNIA GOVERNMENT BANKING
Tab F — Demand Deposit Accounts
(One page maximum.)The District currently uses two(2)checking accounts: 1)the General Account, primarily
for payroll and accounts payable disbursements; and 2)the Workers'Compensation Imprest Account for
processing claims by the workers'compensation third-party administrator.
1. How many days after statement cut-off will the District receive its mailed and electronic bank
statements?
2. How many days after month-end will the District receive its mailed and on-line Account
Analysis statements?
3. Is the account maintenance fee affected by whether the District chooses electronic or mailed
bank statements?
ORANGE COUNTY SANITATION DISTRICT 11
ANC OF
CALIFORNIA GOVERNMENT BANKING
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1. Bank statements are available online the next business day after the close of the cycle. Hard copies are
sent five business days after the close of the month.
2. Account Analysis statements are available online starting on the 20"of each month.
3. Both mailed and electronic bank statements are provided to the District at no cost.
ORANGE COUNTY SANITATION DISTRICT 12
ANC OF
CALIFORNIA GOVERNMENT BANKING
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Tab G —Collateralization of Deposits
(One page maximum plus sample Contract for Deposit of Moneys.)The bank is required to collateralize public
funds deposits under the California Government Code,Sections 53651 and 53652. Copies of the reports filed
with the State of California shall be made available to the District upon request.
1. What types of securities are used as collateral?Can clients select the type of collateral used?
2. Which bank department is responsible for tracking deposits, monitoring collateral,and filing reports?
3. What is the bank's current level ($amount) of public funds deposits and the related collateral in
California?
ORANGE COUNTY SANITATION DISTRICT 13
ANC OF
CALIFORNIA GOVERNMENT BANKING
1. Banc pledges and maintains qualified securities as deposit collateral in compliance with Sections 53656,
53658 and 53651 of Title 5, Division 2, Part 1, Chapter 4, Article 2, of the California Government Code.
Treasuries and Agency securities are typically used as collateral for agency deposits. The State of
California Local Agency Administrator is only the party able to select/approve collateral types.
2. Banes Corporate Treasury Division is responsible for tracking deposits and monitoring collateral.
Currently led by Terrin Ensle, Senior Vice President and Corporate Treasurer, the department works
closely with Government Banking to ensure compliance to laws governing public deposit protection. The
department's primary function is to protect public depositors whose deposits exceed the FDIC limits, in
accordance with state law.
3. As of 7/31/17 public funds on deposit totaled $30.644 million. The deposits were collateralized by
Agency Mortgage Back Securities. Further,the bank holds$250 million in State of California deposits that
were collateralized by a $275 million letter of credit issued by the Federal Home Loan Bank of San
Francisco.
ORANGE COUNTY SANITATION DISTRICT 14
CALIFORNIAC OF
IJ GOVERNMENT BANKING
Tab H — Depository Services
(Two page maximum)The District currently deposits approximately 300 checks a month via remote deposit
services(RDC) (Check 21 Services) using a Panini Vision X scanner.
1. Describe the maximum clearing schedule for SAME DAY(items on the depository bank,wire
transfers,ACH deposits,etc.),SECOND DAY,and MORE DAYS funds availability.
2. Verify that any discrepancy in deposits can be brought to the District's attention on the same day
as the discrepancy if found and will be followed up in writing within 72 hours.
3. Describe the bank's RDC(i.e., Check 21 services) including policies and procedures as well as the
associated fees.
4. What is the document retention requirements within the bank's RDC program?
5. Are your RDC processes through in-house or are any or all of the functions delivered through a
third-party contractor?
6. Provide a brief description and general workflow of your remote deposit service capabilities?
7. Does RDC allow for multiple deposits in a single day into different sub-accounts?
8. Is there a limit on the number of checks that can be contained in a single deposit?If so,describe.
9. What is the standard deadline for same-day ledger credit of funds?Are later deadlines available?
If so,are there any fees associated with the later deadlines?
10. Is your funds available schedule for remote deposited items different than the standard
depository schedule?
11. Does your service allow the District to create deposits offline and transmit them at a later time?
12. How are duplicate items identified and for what period of time does the remote deposit service
retain the images to detect duplicates? Briefly describe.
13. Is the District's Parini Vision X scanner compatible with your RDC system? If not,what equipment
would you recommend and what is the price for this system?
14. Can checks be automatically endorsed with the bank's RDC service?
15. Describe your demand deposit account stop payment services.Through what channels can a stop
payment be initiated? How are stop payments confirmed? How long are stop payments actively
enforced in the bank's records?Can the stop payment timeframe be extended?
16. Describe the methods (e.g.,web based, manually)the bank offers to place stop payments.What is
the deadline for the same day action?
17. Provide information on the bank's returned item handling and notification procedures. Describe
the bank's return procedures for non-sufficient funds(NSF)checks.Will the bank be able to fulfill
the District's requirement that all returned deposit items be re-deposited at least once?How and
when is the District notified of the NSF check?
18. Provide online access for deposit reconciliation including images of deposited items.
19. Provide online and email notifications of deposit issues within 24 hours.
ORANGE COUNTY SANITATION DISTRICT 15
ANC OF
CALIFORNIA GOVERNMENT BANKING
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1. For Remote Deposit Capture, Checks scanned prior to 5:00 p.m. PST will be credited to your account and
receive same day ledger credit. Checks scanned after 5:00 p.m. PST will be credited to your account the
next business day.
2. Yes, we can meet these requirements. For remote deposit capture, items that need repair or correction
will be rejected by the bank the same day as the item is scanned and contact made via phone or email in
most cases. For deposited items a correction notice will be sent via mail.Correction notices and copies of
returned deposited items can be viewed in Business Online Banking for more immediate notification.
3. Banc's RDC enables you to deposit business checks safely from District offices using a small check scanner
and an easy-to-use online application. With Remote Deposit Capture, you reduce the amount of time it
takes to make deposits and eliminate trips to the bank. Plus, the District will enjoy more flexibility as our
Remote Deposit Capture allows you to scan checks for deposit anytime 24/7. Associated fees are located
in Attachment B:General Banking Services—Bid Form.Checks can be scanned from multiple locations into
a single account or into multiple accounts. Access to our Remote Deposit Capture service is single sign on
technology through our Business Online Banking service. There are no separate service login
requirements. The complete Remote Deposit Capture requirements are included in the Treasury
Management Service Agreement, which is located in the Appendix of this RFP response. Some of these
requirements include:
• View each check as it is scanned to ensure the image is being captured accurately and legibly
• Retain original checks in a secure location and destroy promptly upon the 45th day
• Only scan checks you have the legal right to accept for deposit and negotiation
4. Original checks should be retained for 45 days.
S. Our RDC processes are a carefully crafted hybrid of both in-house and third-party functionality. We process
through Fiserv,however scanned items are reviewed and supported by our in-house Operations team.
6.Scanned images of checks are transmitted to us electronically for deposit to your account.The Checks will
then either be processed electronically or converted to substitute checks.Scanned images may be reviewed for
accuracy and collectability prior to leger credit being issued.The District can use our online service to confirm
our receipt of scanned images.Checks scanned prior to 5:00 p.m. PST will be credited to your account and
receive same day ledger credit. Checks scanned after 5:00 p.m. PST will be credited to your account the next
business day.See the Treasury Management Service Agreement,which is located in the Appendix of this REP
response for additional information.
7.Yes,checks can be scanned from multiple locations into a single account or into multiple accounts as defined
by the District.
8. No,there is no limit on the number of checks that can be contained in a single deposit.We recommend
transmitting multiple batches with a smaller volume of checks throughout the day to ease repair and research
functions.
ORANGE COUNTY SANITATION DISTRICT 16
ANC OF
CALIFORNIA GOVERNMENT BANKING
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9.Checks scanned prior to 5:00 p.m. PST will be credited to your account and receive same day ledger credit.
Checks scanned after 5:00 p.m. PST will be credited to your account the next business day. A later deadline is
not available.
10.The standard funds availability schedule is followed for remote deposit items.
11. No, all deposits must be scanned in "online mode."
12.All deposited items are processed through the bank's item processing software which detects for duplicate
items across all of the banks deposit channels. If a duplicate item is detected the item will be rejected at the
time of deposit processing.The check image,number, and MICR information are used to determine duplicate
items. A combination of this information is retained and used by the item processing software for several
years.
13.Yes,the District's Panini Vision X scanner is compatible with banks Remote Deposit Capture software.
During the onboarding process the Treasury Management Support team will assist you with installing bank
specific drivers and testing your scanners ability to transmit deposits to the bank.
14.Yes,checks can be automatically endorsed by the bank's RDC service.
15.Stop payment orders can be initiated in Business Online Banking, in-person at a Banc Branch,or over-the-
phone with our Customer Service team. Stop payment orders for checks are valid for six months.After that
time,the check may be paid and charged to your account unless you renew the stop payment order.
16.Stop payment orders can be initiated in Business Online Banking, in-person at a Banc Branch,or over-the-
phone with our Customer Service team. Stop payments orders are effective immediately upon acceptance by
the bank.Stop payment orders may not be effective in stopping the payment of checks that have been posted
to,but not finally paid from your account on the preceding day.
17.Customized re-deposit instructions can be set on accounts to limit or increase the number of times the Banc
attempts to re deposit an item with non-sufficient funds. Return Items Notices are sent via mail the day after
the un-honored item is deposited. Return Item Notices can be viewed in Business Online Banking for more
immediate notification. Copies of returned deposited items can be viewed through the Business Online
Banking service. Images of paid checks are also included with the periodic statements.
18. Yes, we can meet this requirement. Deposit images are available in Business Online Banking and in the
Remote Deposit application. Check images are not included in the specific Account Reconciliation application
although account reconciliation can be conducted by using information derived in Business Online Banking if
viewing check images at the time of reconciliation is important to the District.
19.Yes,we can meet this requirement. Many notifications are sent automatically from our Business Online
Banking system which can be setup to go to one or multiple email addresses you supply.Additionally your
relationship management and support team are committed to providing you timely notification of any issues as
they occur.
ORANGE COUNTY SANITATION DISTRICT 17
ANC OF
CALIFORNIA GOVERNMENT BANKING
Tab I — Paper Disbursement and Positive Pay Services
(Two pages maximum.)Through its general account,the District issues approximately 1,000 Accounts Payable
and Payroll checks monthly and uses Payee Positive Pay. Positive pay data is transmitted to the bank with each
check run.The District reviews daily positive pay exceptions online.The District is notified of exceptions
through the online positive pay report and the positive pay exceptions are paid by default if the District takes
no action.The District receives approximately one exception each month.
1. Please describe the bank's Positive Pay services.
2. Does the bank offer Teller Positive Pay and Payee Verification?If so, please describe the services
and provide the bank's positive pay specifications.
3. How are exception items under Positive Pay reported to clients?What is the procedure and
timeline for paying or returning exception items?
4. How is manual check information sent to the bank for inclusion in Positive Pay?
S. Does the bank provide on-line check imaging services?If so, please describe.
6. Describe the bank's check truncation service including the option to view images online, and how
soon after a check has been cashed the image is available.
7. Describe the bank's method for the placement of stop payment orders. Can the request be made
online,and if so,isthe confirmation immediate?How long do stop payment orders remain in
effect?What is the cost for making stop payments?
8. Please describe the bank's stale dating service.Will the bank agree to not honor checks that have
been outstanding for six months or more?Is there a cost for reviewing and returning stale dated
checks? How does the bank compensate for checks that are cashed after a stop is placed or is stale
dated,and how long does it take for the bank to reimburse?
ORANGE COUNTY SANITATION DISTRICT 18
ANC OF
CALIFORNIA GOVERNMENT BANKING
1. Banc's Positive Pay service offers a complete set of check fraud prevention services from your web browser
via Business Banking Online. Positive Pay helps detect check fraud by electronically matching checks that are
presented to items you have disbursed and described on the issue file. Each time the District issues checks,
you send an electronic issue file containing check information to Banc. We compare the serial number, dollar
amount,and, if activated for that account, payee name information with checks presented for payment. Non-
matching items are identified and displayed in our online banking portal's Positive Pay module where you
decide whether to pay or return non-matching items. Banc's process is to return any items the District does
not decision.
2. Banc's Positive Pay service offers both Teller Positive Pay and Payee Match as enhanced fraud prevention
services. Guidelines for check printing are provided to ensure compatibility with the Payee Match service.
Some of the printing and placement guidelines include:
• Only the first 120 characters of the payee name will be read
• The number of spaces between words should not be more than 2 spaces
• A minimal amount of space, 2-8 characters, must be left between "PAY TO THE ORDER OF" and payee
name
• Payee names listed on checks must match exactly the name listed on the Data Transmission issue file.
3.Automated emails are sent notifying of exception items. Exception items are identified and displayed in
Business Online Banking Positive Pay portal where you access the exception item and decide whether to pay or
return non-matching items. Exception items must be reviewed and decision made by 12:00 pm. Exception
items will be given an automated decision of"Return" if no decision has been made by 12:00 pm
4. Manual check information can be entered directly into the Business Online Banking Positive Pay portal.
5. Yes, we provide on-line check imaging services. Check images of exception items are available to view
online using the Business Online Banking Positive Pay Portal. Paid check images are available for view in
Business Online Banking.
6. Our fully integrated archive services solutions will allow you to access images of deposits and transit items
through two options:
• Encrypted CD - ROMs containing image information
• Using our Business Online Banking service
Check images are available at the time of transaction posting with exception to cash checks which are posted
the following business day.
7.Stop payment orders can be initiated in Business Online Banking, in-person at a Banc Branch,or over-the-
phone with our Customer Service team. Stop payments orders are effective immediately upon acceptance by
the bank.Stop payment orders may not be effective in stopping the payment of checks that have been posted
to,but not finally paid from your account on the preceding day. Stop payment orders for checks are valid for
six months.After that time,the check maybe paid and charged to your account unless you renew the stop
payment order. Costs for Stop Payments are detailed in Attachment B.
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8. Banc may pay or reject a check which is presented to us for payment more than six months after its date(a
"stale-dated"check),even if the presentation occurs after the expiration of a stop payment order.
ORANGE COUNTY SANITATION DISTRICT 20
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CALIFORNIA GOVERNMENT BANKING
Tab J — Full Account Reconcilement
(One page maximum plus copies of any report examples.)The District utilizes full account reconcilement for
the operating account.The bank's reconcilement file is downloaded at the month end to the District's
accounting system. The District also accesses its bank accounts online bythe third business day of the
following month.
1. Describe the bank's full reconcilement service.What standard monthly reports are provided?What
optional reports are offered? Provide an example of a standard and optional reports
2. How soon after the end of the month can the District download the monthly statements?What file
formats are available?
3. Describe how the cleared check file is accessed by the District.What formats are available?
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1. Banc provides numerous ways of managing transaction activity and reconciling accounts from full on-line
reconcilement statement to downloadable reconcilement files.This variety enables flexibility and the ability to
reconcile multiple accounts at one time.
Below is a list of some account reconcilement options available:
• On-line Full Account Reconcilement Statement
• On-line Check Reconcilement Statement
• On-line Account Reconcilement File Download
-Full account reconcilement(all transactions)
-Partial account reconcilement(paid checks only)
• Batch Account Reconcilement File Extract
• On-line reconcilement reports
-Outstanding checks
-Paid checks
-Stale dated checks
• Deposit Reconcilement Statement
Standard and optional report examples are included in the Appendix.
2. Bank statements are made available in Business Online Banking the business day following the end of the
statement cycle. Statements are presented as online images.A wide range of transaction details are available
to be exported in many file formats including:
• CSV—Comma Separated File
• QFX-Quicken 2005&newer
• QBO-Quickbooks 2005&newer
• OFX—Microsoft Money
3. Banc does not currently offer a cleared check file,but it is in development. Paid check files are available in
Business Online Banking transaction search and export screen as well as the Positive Pay portal.
ORANGE COUNTY SANITATION DISTRICT 22
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Tab K— LAIF Transfers/ State Activity:
(One page maximum.)The District maintains a Local Agency Investment Fund (LAIF)account, and funds are
transferred on a regular basis.
1. Is the bank an approved State of California depository?
2. Does the bank have an office in Sacramento that maintains a direct banking relationship with the
State Treasurer's Office and the State Controller's Office?
3. What is the charge per transfer to and from LAIF?
4. Detail the bank's LAIF transfer process. How is the accuracy of the transfers assured?
ORANGE COUNTY SANITATION DISTRICT 23
0BANC OF
CALIFORNIA GOVERNMENT BANKING
1.Yes,Banc is equipped to meet all California State government code requirements as related to providing
banking services to a public entity under code 53630-53686. In fact,we currently have over$250MM of public
funds on deposit currently from the State of California,as well as from several other government entities).
Further,we are members of the Federal Reserve System and the Federal Deposit Insurance Corporation (FDIC)
and are fully equipped to make seamless deposits and withdrawals to and from LAIF.
2.While we currently do not have an office in Sacramento,we are equipped to make seamless deposits and
withdrawals to and from LAIF.
3.The charge would be$10 both to and from LAIF.
4. LAIF transfers must be completed before 10am by contacting LAIF office for same-day posting. The process
is as follows:
Deposit Process:
• Contact LAIF at 916-653-3001 and provide:
• District's name and LAIF PIN Number
• Name of caller
• Transfer date
• Deposit amount
• Bank name
• Confirmation number will be provided after LAIF staff enters transaction
• Instruct Banc to transfer funds to one of LAIF depository banks
Withdrawal process:
• Ensure District's Banc account is authorized in writing&on-file with LAIF
• Contact LAIF at 916-653-3001 and provide:
• District's name and LAIF PIN Number
• Name of caller
• Transfer date
• Withdrawal amount
• Bank name
• Confirmation number will be provided after LAIF staff enters transaction
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Tab L— Wire Transfers
(One page maximum.)The District currently initiates wire transfers on-line,approximately 10 repetitive
outgoing wires a month and receiving approximately 1 incoming wire a month.The District has the ability to
initiate wires online,save recurring templates,and store future dated wires.
1. Please describe the bank's on-line wire transfer service capabilities including the ability to create
and store repetitive wire templates and to create future-dated wires. Is the service Internet-
based?What is the cut-off time for initiating wire transfers to ensure same-day execution?Are
there daily limits on wire transfers?
2. Please describe the bank's contingency plans for wire transfers in the event of a system failure. Is
there a backup process if internet/transmission lines are unavailable?
3. What safeguards and security measures does the bank have in place to prevent unauthorized use?
4. Can the bank establish a Daylight Overdraft(DOD) line for the District to facilitate wire transfer
activity?
ORANGE COUNTY SANITATION DISTRICT 25
BANC OF
CALIFORNIA GOVERNMENT BANKING
1.Our Business Online Banking offers a comprehensive Wire module that can be used to initiate one time or
reoccurring wires and create repetitive wire templates. Future dated wires can be entered up to 60 days in
advance of the transfer date.The cut-off time for same day processing is 1:00 pm PS. There are no daily limits
on wire transfers.The Business Online Banking service offered by Banc provides enhanced security measures to
safeguard client information financial assets.These features include sign-in using a combination of security
password,security questions,one-time passcodes combined with a PIN, use of token FOB for transaction
initiation/approval as well as dual level (or more)control for processing transactions.We also offer email
notifications for incoming and outgoing wires. For your convenience,detailed wire information(i.e.
IMAD/OMAD) is also available through Business Online Banking.Anomaly detection programs are also used by
Banc to monitor transactions.
2.A manual wire process can be utilized in the even internet/transmission lines are unavailable.This process
would include in-person wire request at a Banc banking office or other means of authorized request found
acceptable by the bank at the time of the request. Banc maintains a comprehensive Business Continuity Plan
which focuses on mitigating the potential impact of business disruptions resulting from uncontrolled, non -
specific events on the institution's business functions and processes.The Business Continuity Program's
purpose is to(1)protect the safety and security of bank employee's,visitors, and customers, (2)ensure
customer access to critical banking services,and (3)protect the reputation and financial solvency of the Bank.
Business Continuity is achieved through the Bank's Business Continuity Planning, Disaster Recovery Planning,
Third Party Service Provider Continuity Planning,Crisis and Critical Incident Management,and Life Safety
programs. Impact mitigation is achieved through an 'all hazards' Business Continuity planning approach in
which all critical people,facilities,technology,information,third parties and business functions are prioritized
for recovery, assigned recovery time objectives(RTOs)and recovery point objectives(RPOs)(as applicable), and
readied with recovery strategies based on the potential impacts that disaster events,work interruptions or
service stoppages may have on the Bank,its people and its clients. Emergency communication processes and
recovery strategies that support critical business functions,technologies and third parties are tested annually.
The Bank has documented plans for Business Continuity/Resumption, Disaster Recovery, Emergency
Response/Life Safety, Pandemic and Crisis and Critical Incident
Management.
3.The Business Online Banking service offered by Banc provides enhanced security measures to safeguard
client information financial assets.These features include sign-in using a combination of security password,
security questions,one-time passcodes combined with a PIN,use of token FOB for transaction
initiation/approval as well as dual level (or more)control for processing transactions.We also offer email
notifications for incoming and outgoing wires. For your convenience,detailed wire information(i.e.
IMAD/OMAD) is also available through Business Online Banking.Anomaly detection programs are also used by
Banc to monitor transactions.
4.Yes,we can establish a DOD line for the District to facilitate wire transfer activity.
ORANGE COUNTY SANITATION DISTRICT 26
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CALIFORNIA GOVERNMENT BANKING
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Tab M — Automated Clearinghouse (ACH)
(One page maximum.)The District uses ACH for Direct Deposit of Payroll and wants to consider ACH for
vendor payments.
1. Please describe the bank's Automated Clearinghouse (ACH)services and the options available to
the District, including the types of ACH files acceptable to the bank,the cut-off times for delivery
of the file,file limitations for maximum dollar amounts or number of entries,the type of
acknowledgement the bank provides and timeline when a file transmission is received,the
procedure for notifying the District when an outgoing ACH transmission fails and how soon the
notifications will occur,and the timeframe for making the District whole when a transmission has
failed.
2. Does the District have the ability to change,add or delete an item after transmitting the ACH file
to the bank?If yes,describe the procedure and cut-off times.
3. Please describe the bank's contingency plans for ACH transactions in the event of a system failure.
Is there a backup process if internet/transmission lines are unavailable?
4. Please provide suggestions for business resumption in the event that the District is unable to
deliver a payroll ACH file to the bank in a timely manner.
5. What is recommended for ACH vendor payments?Please detail the components and related costs
of the proposed service.
6. Does the bank offer ACH Blocks and ACH Filters?If so, please describe the services and the related
costs.
7. Does the bank offer special banking programs to District employees on Direct Deposit? If so,
please describe.
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1. Banc offers a comprehensive ACH module in Business Online Banking,which can be used to send
payroll direct deposits,tax payments,and vendor payments.ACH payments can be entered to Business Online
Banking by uploading bulk files, using preformatted templates,or free form one time payments. Files can be
NACHA or non-NACHA formatted files. ACH payments should be submitted to the bank for ACH payment no
later than 1 business day prior to the payment date. Funds are debited from the account on the payment date.
The cut-off time for next business day processing is 4.00 p.m. PT, Monday through Friday. Notification of input
error is delivered at the time an ACH payment is imported or manually input into the system. If an ACH
payment is not accepted by the receiving financial institution you will be notified by your relationship manager
or customer service team as timely as possible, usually the following business day. Business Online Banking
security authentication can be specified by the District to require a combination of security password,security
questions,and token FOB. Multiple approval levels and user limits are available for enhanced security.
Example:Thursday Payroll: File submitted in Business Online Banking by 4:00 pm PT Wednesday, direct deposit
payment will be made Thursday,funds are debited from the account Thursday
2. A change can be made only if an ACH file has been imported but not processed.This would be in the case of
files that are saved to be processed at a later date or future dated requests.Once a file has been submitted as
processed it cannot be changed.
3. In the event of a system failure,a manual ACH or Wire process can be utilized in the event that
internet/transmission lines are unavailable.This process would include in-person wire request at a Banc
banking office or other means of authorized request found acceptable by the bank at the time of the request.
Banc maintains a comprehensive Business Continuity Plan which focuses on mitigating the potential impact of
business disruptions resulting from uncontrolled, non - specific events on the institution's business functions
and processes.
4.The cut-off time for next business day processing is 4.00 p.m. PT, Monday through Friday. If the District is not
able to transmit a file to the bank within the time frame specified above alternative means of payment is
recommended.Alternative payment methods may include wire transfer or issued check.Should this issue arise
your relationship manager and customer service team will be available to provide support and situational
specific recommendations.
5.The ACH module in Business Online Banking simplifies the vendor payment process saving the District time
and expense of writing, processing, mailing,and reconciling checks while reducing potential fraud by
eliminating check theft. It's ideal for repeat payables. ACH fees are detailed in Attachment B.
6.Yes,ACH Blocks/Filters are offered to protect against unauthorized ACH transactions.ACH Blocks and Filters
are managed in the Business Online Banking Positive Pay portal. ACH Blocks and filters are offered on incoming
ACH items to protect you from electronic fraud.This service provides an enhanced layer of security by blocking
or filtering out unauthorized ACH transactions.You can block all incoming ACH debits or credits or block specific
companies from debiting your account. Related costs can be found in Attachment B.
7.Yes. District employees can enjoy the many benefits of a partnership with Banc including free payroll check
cashing,free checking accounts with a direct deposit, preferred mortgage lending rates and much more.
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CALIFORNIA GOVERNMENT BANKING
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Tab N — Payroll Taxes
(One page maximum.)The District uses ACH for Direct Deposit of Payroll and wants to consider ACH for
vendor payments.
1. Please describe how the bank provides for Federal and State payroll tax processing services.
2. How is proof of payment provided (i.e., mail,e-mail,etc.)?
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1. Payroll taxes can be paid using Business Online Banking ACH Module. Payroll taxes can be paid as part of
payroll processing using bulk file uploads or pre-formatted templates. Reoccurring automatic payments can be
set up using pre-formatted templates.
2. Banc provides a status confirmation when the tax ACH payment is sent successfully. The method of delivery
can be customized to fit District needs.
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Tab 0 — Information Reporting
(One page maximum, plus sample reports.)The District currently accesses on-line prior day and current day
balance reporting information.
1. Please describe the banKs on-line information reporting system and security including the use of
passwords,authentication,and/or encryption techniques used to protect online data.
2. How can reports be custom-tailored for the end-user?Can the reports be exported to Excel?
3. Can clients obtain current day(intra day) information? Does the bank offer event messaging and
other live communication features?Please describe the services.
4. Is the per item fee for prior day reporting based on the number of items reported or accessed?
S. Is the per item fee for current day reporting based on the number of items reported or accessed?
6. How is the assignment of user passwords managed?What other security measures are in place?
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1. Banc's Business Online Banking services offer a user - friendly, centralized,efficient,and secure way to
manage your business finances. Obtain quick and easy access to account information and critical reports any
time of the day or night.We provide advanced features and a wide range of self-service banking capabilities:
• 24/7 access to account balances and information
• File and funds transfers
• Stop payments
• Loan payments and advances
• State and federal tax payments
• Customizable navigation menus
• Account number masking
• Self-service administrative options
• Balance authentication options
• Customer review and approval of designated transactions
• Transaction export to various file formats
Account Monitoring—See your cash position, 24/7,for more accurate and effective decision
making; download detailed account balance and payment information using programs such as
Quicken, QuickBooks and other formats
• Account Management—View account statements and check images online
• Internal Control Setting—Create strong internal controls including multiple approval levels
Banc's Business Online Banking service provides enhanced security measures to safeguard client information
financial assets.These features include sign-in using a combination of security password,security questions,
one - time passcodes combined with a PIN, use of token FOB for transaction initiation/approval as well as dual
level(or more)control for processing transactions.
2. Banc's Business Online Banking provides a wide range of transactional information that is easily exportable to
multiple file formats.Specific transactions can be queried using advanced search features including date range,
transaction type and dollar amount.
3.Yes,intra-day information is available in Business Online Banking. Intra-day information includes balance
inquiries, deposit and withdrawal transactions,wire transfers,ACH transactions and pending in-clearing items.
Several event notifications can be configured in Business Online Banking including return item,ACH,Wire,
transaction approval,and correction notices.
4.There are no fees for Business Online Banking prior day reporting.
5.There are no fees for Business Online Banking prior day reporting.
6. User name and temporary passwords are delivered to the individual user by the bank using secure email.
Upon the first log in the user will be prompted to create their own secure password which is not visible to the
bank. The district may elect to enroll in self-administration in which the district assigns one or more online
administrators who can create new online users and issue temporary passwords using the districts own security
procedures. Upon first log in the user will be promoted to create their own secure password which is not visible
to the districts online administrators or the bank. Banc's Business Online Banking service provides enhanced
security measures to safeguard client information financial assets.These features include sign - in using a
combination of security password,security questions,one - time passcodes combined with a PIN, use of token
FOB for transaction initiation/approval as well as dual level (or more)control for processing transactions.
ORANGE COUNTY SANITATION DISTRICT 132
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CALIFORNIA GOVERNMENT BANKING
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Tab P—Sweep Product
(One page maximum.) The District currently uses sweep services in addition to compensating balances.
1. Please describe any sweep products offered by the bank for the overnight investing of excess bank
balances.
2. Does the bank offer an overnight sweep service for collected balances with automatic fund
transfer?
3. Describe in detail the investment options available under the sweep service, including the current
rate of return. Provide the CUSIP numbers and ticker symbols if applicable.
ORANGE COUNTY SANITATION DISTRICT 33
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CALIFORNIA GOVERNMENT BANKING
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1. Banc offers sweep programs with the option to transfer any investable balances into Money Market(MMDA)
accounts;these are money market savings accounts that earn an interest component and thus are not
comprised of specific investments and meet the California Government Codes.Target balances defined by
individual account will ensure that any balance over the target balance in transferred to a MMDA account(s)on
daily basis.There is a monthly fee of$150 for this service which could be covered by any excess earnings in the
District's DDA account.
2.Yes,we offer this service.
3. Banc offers sweep programs with the option to transfer any investable balances into Money Market(MMDA)
accounts;these are money market savings accounts that earn an interest component and thus are not
comprised of specific investments and meet the California Government Codes.
ORANGE COUNTY SANITATION DISTRICT 34
BANC OF CALIFORNIA GOVERNMENT BANKING
Tab Q— Bank Compensation
(One page maximum.(The District currently compensates for bank services through a combination of earnings
allowances on deposit balances and direct fees,with a ledger balance of approximately$406,000 and an
available balance of approximately$88,000.The general account and workers'compensation account are
consolidated for determining fees. In addition,the District utilizes a sweep product for overnight investing of
excess bank balances.The District requires a monthly account analysis statement with a summary page for all
accounts.
1. Does the bank accept compensation in fees,collected balances or a combination of the two? Is
the price schedule the same either way?
2. If collected balances are acceptable as compensation for fees,please provide the complete
formula for calculating the bank's Earnings Credit Rate(ECR). List the bank's ECR for the 12
months.
3. Are institution service codes and Association for Financial Professionals service codes included on
the account analysis statement?Can the statement be delivered electronically or accessed online
each month?What formats are available?How quickly is the statement available?
4. Can the bank invoice the District for analysis statement fees?
5. Provide a sample of the bank's account analysis statement as an exhibit.
6. Will the bank guarantee the prices in the proposal for the next five years?
ORANGE COUNTY SANITATION DISTRICT 35
ANC OF
CALIFORNIA GOVERNMENT BANKING
1.Yes,the bank accepts compensation in fees or collected balances. The price schedule is the same either way.
2. Banc's Earnings Credit Rate(ECR)is calculated using the following formula:
Average Collected Balance x(1- 10%Reserve Requirement)x(Earnings Credit Rate x D/365).
3.Currently Banc is developing the functionality to have AFP codes included on our account analysis
statements. Account analysis statements are available in Business Online Banking the 20th of each month.The
statements are presented as online images.
4.Yes,the District may choose between paying for any analysis deficiencies by check,auto debit or ACH credit,
though auto debit from DDA balances is the bank's preferred method.
5. Please see the Tab W for a sample account analysis statement.
6.Yes,the bank will guarantee its prices in the proposal for the next five years.
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Tab R— Implementation Plan and Costs
(One page maximum.)The District requires a smooth and low-cost transition to a new bank or enhanced
services with its existing bank. In the event your bank is selected, key bank staff assigned to the District will be
required to participate in an on-site review of the District and its existing banking practices.The bank will be
expected to make a written report to the District on its findings and recommendations and develop a
conversion plan based on the review.
1. How long does a typical conversion take?What factors may alter that time period?
2. Please provide a sample conversion timetable/schedule.
3. Will training be on-site,orwill our staff need to attend training at yourfacilities?If off-site training
is required,where are the training facilities located?
4. Will the conversion be at no cost to the District?If not,what size conversion allowance(specific
dollar amount)will the bank provide to the District?
5. Will the bank take the lead and responsibility for conversion progress,with weekly updates of
progress to District staff?
6. Do you provide written user manuals for all services? How often are manuals updated? Are user
manuals available online?
7. Do you provide on-going training after implementation? Is the training on-site,off-site,or on-line?
ORANGE COUNTY SANITATION DISTRICT 137
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1. Please note that the below is a sample implementation timeline for streamlined,core banking services.
Implementation of more robust services such as lockbox services could take a more time due to testing,etc.
Typically we allow for at least 12-14 weeks of implementation time the more robust the services.
2. A sample conversion timetable/schedule is included in the Appendix.
3. Training can be conducted on-site at the District. Being that Banc headquarters is located only a few miles
from the District,doing on-site training would not be a problem whatsoever.
4. In order to make the bank transition as smooth and cost effective as possible, Banc is pleased to offer the
District first year of services free,which includes any implementation fees and monthly banking service fees.
We will also offer a$2,500 Transition Bonus to cover any additional conversion costs for any necessary
equipment,with the goal of making the District's conversion a no cost exercise. In addition,the District may
rest assured that your Implementation Team will work consultatively and closely with the District to ensure the
best,most cost effective approach to transitioning services,which will absolutely include the use of the
District's existing,compatible equipment to minimize transition costs whenever possible.
S.Yes,Banc will take the lead in coordinating the implementation effort. Typically,weekly implementation
calls occur and are led by the bank in partnership with District staff.
6.Yes,we provide user guides that are available online and updated as-needed. Further,your Relationship
Manager will ensure that District staff receives personalized training and information to thoroughly understand
all services as relevant to your needs.
7. Yes,we provide on-going training after implementation,which can be done in whatever manner is
convenient for the District. Being that our headquarters is located only a few miles from the District,doing on-
site training would not be a problem whatsoever.
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Tab S— Business Continuity
(One page maximum.)Describe the bank's disaster contingency plan,contacts and backup systems for
continued District operations in the event of a system failure, natural disaster, and/or other emergencies.
1. Is there a backup site?
2. When was the bank's disaster recovery plan last updated and tested?
3. Can the bank provide emergency cash as the District's demand?If so,what are the limits?
4. Describe any other services that might help the District function with minimal interruption.
ORANGE COUNTY SANITATION DISTRICT 39
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1. The Bank uses multiple off-site work area recovery strategies to support business continuity including
recovering resources to Bank owned/leased brick and mortar buildings, equipping employees with remote
work capabilities, displacement of non-critical resources at unaffected facilities, and an arrangement with a
third party continuity service provider for mobile recovery units and telecommunications as well as
supplemental brick and mortar space as required by the Bank. The Bank maintains geographically diverse data
centers in different states. The production data center is located in California and the back-up data center is
located in Colorado.
2.The Bank's disaster recovery plan was last updated and tested in December 2016.
3.Yes, the bank can provide emergency cash on the District's demand at its local branch located in Santa Ana
with no advance notice up to$5,000. We can provide larger sums than that with 48-hour notice or more.
4. Bank of California's Business Continuity Plan focuses on mitigating the potential impact of business
disruptions resulting from uncontrolled, non-specific events on the institution's business functions and
processes. The Business Continuity Program's purpose is to (1) protect the safety and security of Bank
employee's, visitors, and customers, (2) ensure customer access to critical banking services, and (3) protect
the reputation and financial solvency of the Bank. Business Continuity is achieved through the Bank's Business
Continuity Planning, Disaster Recovery Planning, Third Party Service Provider Continuity Planning, Crisis and
Critical Incident Management,and Life Safety programs. Impact mitigation is achieved through an 'all hazards'
Business Continuity planning approach in which all critical people, facilities, technology, information, third
parties and business functions are prioritized for recovery, assigned recovery time objectives (RTOs) and
recovery point objectives (RPOs) (as applicable), and readied with recovery strategies based on the potential
impacts that disaster events, work interruptions or service stoppages may have on the Bank, its people and its
clients. Emergency communication processes and recovery strategies that support critical business functions,
technologies and third parties are tested annually. The Bank has documented plans for Business
Continuity/Resumption, Disaster Recovery, Emergency Response/Life Safety, Pandemic and Crisis and Critical
Incident Management.
ORANGE COUNTY SANITATION DISTRICT 40
ANC OF
CALIFORNIA GOVERNMENT BANKING
Tab T— Service Enhancements
(Two pages maximum.)Based on the information provided in the REP and your bank's knowledge of the public
sector, please describe any services or technological enhancements,not previously mentioned,that should be
considered for further improving the effectiveness of the District's treasury management operations. Please
include the related pricing information.
ORANGE COUNTY SANITATION DISTRICT 41
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CALIFORNIA GOVERNMENT BANKING
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In working in a consultative capacity with a number of municipal customers over the years in the government
space,here are some of the best practices our team has identified. These points include suggested services and
technological enhancements. We offer the below recommendations and best practices in mind,we would like to
underscore that our approach to Treasury Management is highly consultative.Our goal is to first understand
your needs as extensively as possible,then to uncover potential areas to improve efficiency and finally to design
a custom solution. We look forward to the opportunity to fully review the District's working capital and
resources to make even more customized recommendations.
• Treasury Management
o Create a single concentration account to fund corresponding ZBAs
o Leveraging Earnings Credit Rates and compensating balances to pay for banking fees
o Employ an Armored Courier Service several times a week to make deposits on the District's
behalf to limit employee vulnerability when making deposits at local branch.
• Payables
o Issue payroll via ACH Direct Deposit
o Automate vendor payments via ACH
o Leverage a purchase card program to increase vendor participation and increase rebates
o Extend payment terms on all check payments
o Implement virtual cards in AP for non-term payments
o Utilize a check printing and mailing service to streamline functionality and leverage staff time
o Incorporate Payee Positive Pay to protect against check fraud,including Payee Positive Pay and
ACH Positive Pay
o Implement ACH Blocks/Filters to protect against unauthorized ACH transactions
• Receivables
o Increase overall A/R payments via ACH
o Employ cash safes to collect and deposit funds where possible and applicable,thereby lessening
robbery risk by decreasing access to large amounts of cash,while increasing deposit speed and
fund availability(this product is in development,slated for 2017 release).
Enhanced Fraud Protection
Banc understands check fraud and ACH fraud can be a serious threat to the District's finances. That's why
partnering with the District to prevent fraud is a top priority. The following two services would be an
enhancement to the District's current Positive Pay service:
ACH Positive Pay
With ACH Positive Pay,the District has the ability to establish its own parameters.This will allow you to
view and decide to pay or return an ACH debit/credit that falls outside of your established parameters.
While reviewing items that are outside of your established parameters,you will have the ability to update
authorized credits/debits for current and future transactions.This new enhancement offers several key
benefits to ensure the District avoids the burden and costs associated with inadvertently rejecting ACH
payments.
Business Credit Cards
Banc can accommodate the District's needs to provide purchase cards to key District employees and partners
with WEX, Inc.as our supplier of credit cards for travel and expenses.
WEX P-Cards help even more by giving you more precise information,insights and control over how and
where your company dollars are spent.With WEX,you can:
ORANGE COUNTY SANITATION DISTRICT 42
BANC OF CALIFORNIA GOVERNMENT BANKING
• Use merchant category codes to identify and limit specific purchase types,such as office supplies,
lodging and more
• Set single transaction limits by total or daily dollar amounts,or maximum transactions by period
• Use our online administration tool to trigger and manage payment approvals
Use W EX's best-in-class technology to manage your purchasing card program on-line-any time-and at no
cost through your PC,tablet,or mobile device:
• Generate custom reports that help you track expenses, budget more accurately,and make decisions
about key suppliers
• Quickly research and resolve payment issues
• Track and manage transaction exceptions
• Set card limits in real time so employees have the right resources at the right time
The Banc online admin portal provides real time visibility to all parts of the corporate card program via WEX.
This includes, but is not limited to, changing card statuses,viewing transactions,creating/updating virtual
cards,viewing vendor payments,and pulling ad hoc reports. Access rights may be restricted per user so that
each admin has only the access and visibility that is appropriate to their role. Finally,we do offer a rebate
program and would be happy to discuss this in more detail should we progress further in the REP process.
Merchant Card Services
While Merchant Card Services are not part of this REP, if applicable to its business dealings,we would urge the
District to consider streamlining its banking and payment solutions via a single provider to more effectively
manage costs and leverage the advantage of same day credit and next day funds availability of all card
transactions.
Vantiv is Banc of California's dedicated merchant card service processing partner,with a specialized focus in
working with government entities like the City. From cities and schools to transit authorities and federal agencies,
over 2,800 government agencies rely on Vantiv to accept payments from citizens and taxpayers.With the
payments processing landscape constantly evolving,we understand the importance of accountability and security.
District Employee Banking
District employees can enjoy the many benefits of a partnership with Banc including free payroll check cashing,
free checking accounts with a direct deposit, preferred mortgage lending rates and much more.
Kids Banc Account
Our Kids Banc Account is specifically designed for young savers and future entrepreneurs. Children of District
employees will receive monthly statements and learn about finances while watching their balances grow.
Highlights include: no account service fees, unlimited in-branch transactions and a current APY of 3.00%for
account balances below$10,OOO.t
1`A 1099-INT will be generated and reported to the IRS at year end.Minor must have a valid U.S.Taxpayer
Identification Number.Persons over 18 years of age are not eligible.Other rules and restrictions may apply.See
branch for details.No minimum opening deposit is required.
*'Minimum balance to earn the stated Annual Percentage Yield(APY)is$0.01.Current rates/tiers:$0 to$999.99-
3.00%APY,$1,000 to$2,499.99-3.00%APY,$2,500 to$9,999.99-3.00%APY,$10,000 or greater-0.10%.APY's
effective as of 9/1/16,and are subject to change daily.Fees may reduce earnings.
ORANGE COUNTY SANITATION DISTRICT 43
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l`/
Tab LI: Completed Banking Services Bid Form (Attachment B)
The completed Banking services Bid Form (Attachment B) is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 44
ANC OF
CALIFORNIA GOVERNMENT BANKING
ATTACHMENT
GENERAL BANKING SERVICES -BID FORM
Compensation for Services rendered as listed in Attachment A-Scope of
Services'and within B3 Work Plan on page 10 of the RFP.
Name of Bank: BANC OF CALIFORNIA
Estimated Monthly Volumes
t t t t t
1. General Checking Account Services
a. DDA Maintenance checks truncated) 2 $16,00 $32.EO
b. Deposit Admin.(or FDIC)per$10D0 406 $0.06 $20.69
c. On-line Account Analysis 2 $0.00 $0.00
d. Electronic Credits Received 16 $0.20 $3.20
e. Electronic Debits Received 4 $0.15 $0.60
I. Bank Statements-Web 2 $0.00 $0.00
. NSF Items Paid 5 $35.00 $175.00
h. Transfers to LAIF 1 $10.00 $1000
i. Transfers from LAW 6 $10.00 $60.00
SubTotel $301.49
2. Depository Services
a. Remote Deposit Monthly Maintenance 1 $25.00 $25.U0
b. Deposit Adjustments 1 $5.00 $5.00
c. Checks Deposited-Unencoded 300 $.10 $30.00
all. Checks Recleared 2 $5.00 $10.00
e. Returned Items 1 $5.D0 $5.00
I Branch Deposits 0 $1.50 $0.00
Sub-Total $100.00
3. Account Recon./P"Ittve Ps
a. Monthly Maintenance 2 $10.00 $20.00
b. Per Check Paid 1,000 $0.10 $100.00
a Per Check Reconciled 1.000 $0.00 $0.00
d. Exception Item Reported 10 $1.50 $15.00
e. Exception Item Imaged 10 $0.00 $0.00
I. Exce Ian Item Returned 1 $10.00 $10.00
Check Issue Transmissions 14 $0.00 $0.00
In Per Item Transmitted 1,000 $0 06 $60.00
i. Steledate Maintenance 1 $0.00 $0.00
Staledate Listing r item 55 $0.00 $0.00
k. Per Check Image 1.000 $0.00 $0.00
I. Stop Payments-PC 2 $10.00 $20.00
n. Stop Payments-Telephone 0 $0.00 $0.00
Sub-Total S225.00
4. PC Tex ifs
a. Maintenance 3 $0.00 $0.00
b. Federal Tax Payments 2 $0.15 $0.30
c. State Tax Payments 4 $0A5 $0.60
c. Tax Receipts-Faxed 2 Not Available Not Available
ORANGE COUNTY SANITATION DISTRICT 45
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l`/
SERVICE
t t
6.Automated Clearin house AC
a. ACH Maintenance 1 $20.00 VOW
b. Input Transmissions 3 $25.00 $75.00
c. ACH Credits 3.766 $0ACI $376.60
d. ACH NOC-Mailed advice 1 $3.00 $3.00
e. ACH Returned Items 1 $5.00 $5DO
Sub-Total $479.60
6.Information Reporting-Web
a. Prior Day Maintenance 2 $0.00 $0.00
b. Prior Day Items Reported/Accessed 750 $0.00 $0.00
c. Current Day Maintenance 2 $0.00 $0.00
d. Current Day Items Reported/Accessed 300 $0.00 $0.00
Sub-Total $0.00
7. Wlre Transfers•Web
a. MonthlyMaintenance 1 $0.00 WOO
b. Outgoing Wbes-Repetitive 10 $10.00 $100.00
c. Outdoing Wire-Non-repetitive 1 $10.00 $10.00
d. Incoming Wires 1 $10.00 $10.00
e. Template Storage 15 $0.00 $0 00
Sub-Total $120.00
8. Other Services
a-Remote Deposit Capture Deposit Ticket 21 $O,D8 $16.80
b.
C.
Sub-Tobl $16.80
Total Monthly Bank Fees $1,217.89
Other Information
Earnings Credit Rate for August 2017: 0.65%
Uncollected Funds Rate I%) Prime+3%
Overdraft Rate I%) Prime•3%
Fixed Pricing Guarantee (n years): 5
Bank Information
Name of Bank: Banc of California
Name of Contact Bank Officer: Veronica Villasenor
Bank Officer's Tel. Number: 949-265-4022
Bank Officer's E-Mail Address: Veronica yillasenorCdbancofcal com
Signature of Authorized Bank Officer:
ORANGE COUNTY SANITATION DISTRICT 46
BANC OF GOVERN MENT BANKING
CALIFORNIA
Tab V: Bank's Standard Bank Fee Schedule
Effective March 14, 1017
Aomunl5ervimr Ink4oe(.In Se iez Vne3
rcNvs [e Ipe m noel Sl6m
P[[oum
A.N.
PnNUS Paper Stormont Nocrarge (overdrafts
A[mum AaNnry 1pml oN per WK1 SSm reall oreo.,.and Net-aundord fudo $35m
kmunrSmemen[Ip 'mF' s5m DAYS li'lle eBaYn[e fee loM^t on I oMmaroaYper Nryl s5m
actcum M Tterlw prone/marl 5300 Woman Cowv¢e Tnnalo Irmo red A.) SIO.m
ACn CrcEK Found 50.20
Ad Deft Pants WTS Wirt Tranaln lnzi[es
Nm[n Depornfee s150 mmme-DmmnWlnttmawrel SIO.DO
Wvrcss Ital Vann DN{omg-DcmnY[ S25.m
Cosh CNrye dCe•Fro, toa $Set Dulgon{ Interra0-el $150D
Ca:Me/r/ONcuI CMa SB.m Omgom(-Oamene(Ore) s13m
Rent Ca.g lnontummo,forn.l SSW Ou,dA,,-IrT-monallOnmel $15.m
CMrk Copy $Set Perna Setup $loon
C..IeposnM $0.10 Affect,.emaddAr/mme) $Set
Crocks pea s0.1a T—Rryuert SIC
cM[ka Rera in wrcmmt Ipe•montnl 510.TO
...for tart/Stkn Onetl Item $30.m Reezury Mene¢emeno Xmi[ez
Cm 9a{Dem-ef $350 AC.Service,
Coon Omeren,p:r,m 50.10 'e- Throol-on l0n-nrcl S75.m
com Orfertf.per M• SSW Ran Segue/mmualan S..
Counoe.CMhal3..Carl SSW PCu Ortmat.n Maanmance lK•on-fol $20m
Coupe,Deporn SIM; NOC.,e ACI,Block l per account, sr0.m
Cu,Omom/Drn05nm Iron 5lml 50.10 fi1e01-rn 525.Of
,.an sntemeno SSW NCMeancn ofeNnge S3 DD
CepNPOryz[men[ $Set Omn Omn.1C-m $O.IS
:..a
Lu prat"I
sim Refum $Sm
t,monument ueamtt/Menaam nerymmrtl SIOm Soup Patmenr 515m
eacturn.,Xma Iron pagel 53m Tranrmrszm 1pm mM 525.m
fan¢n cnm4(mrmn(emersren varrn
fdn(n CunenryfrNan(e fee s10m Ban[ofI.eandnuEen(onnI.-
enDnmutementMCn¢kdaerIII SSW Dan,—Serun 51.50C,.m
tery/Legal Semce""I SxSm MmmN 6an(onrca Xrvko Ipe•--rol
Mnun¢Deme,9q $Set Til Fn4aourf $3mm
I Dedn",Xrv[elperaeml Nocl.r, Ter2 tourds2m25 Sr.m
Ni(m Common,Icon Del SIOm Tr3-Anwnt 26• Sim
..of refloated C. $25 m
hkolcafanlw emaal 52m PoznNe Pay Servkez
O MN Suamenf s35m A(M
Amoodenllem amernmed SSW era 1permonN/acwmol SW.m
unearth l per lour,me lour met.l $,dW foop",abet Recened 51.50
1—fore cmulemem 1Mr Wlelgerfalan[e Irtepvon rem RtlumM $Set
Speoalwmm"do,mmml S.. Cerra
"ad ONer/Rene.L lfanpp 520m floor monq/rzwmN Set)w
[.cep- nrm Rmm1M r SD
ATM/Deer Mezon(ud•Tfenze[. 1: =ermPe= $]0m
ATM Tranucmn at Sent of Calf-rue and Irrued lfem SC CA
des{Med Allrymt nma,k maNmef At C.,
ATM TranuNam at all I maQirca' S2TO Arnold Depown capturesemkes
CAM Rplsemenf NOCNrge Set-up $ISD.m
Calf Rep.amenflepMnMl Sm.m Mantra..de,mmml SSO.m
sonnet N.Nwaa Con
droll online Nnkin{ addroeal L.Itt•mmml 5to.m
(M[A lme11 CDROM Xfup SeO.m rem De-'fen I,[.,al $315
Cle[k lIn to CD ROM Semce(Pre mmNl Man Old tt w Sunry iden-Inl/Replamen a [ $x5 m
Omsne Tree 5150m
Seoul Then-Inner/Repb¢mmt $2Sm er ..,aZ ..,aAccount I.,
w STW Order/Reneal lonlme) $10m Concerned-Amount l pe•account) $3o.m
sufman x[-rt 1pe•.[mmn sxo.m
Caerev A.Services wro Seem,to Wan flue,monde) 515o.m
care[uora
I. , s3o.m
Du@ome-Ilomesa/lnrcmnonal S30.m
ema McempMn $.Do
Coupon Mdempmn(per mueapel $Set
Trace a.., SS m
'Pmnanl leez mry de inpozed a'-71"on•etn ATM Cawood.'.'ledW d.M1PT M'z.
ion ercauflmo<fangeanM GnYsfissmm.14—fSemcnarervnYdeoulaccmnrs.X-ateerviceagreemem &WUX appr imaYfe red
Wed".aarvadon. unlcr rpe[Rea Omernu.aY fen appryperdardanan/msfan<e P-ngrol arm;common am renrmmlmav a ddly
52m.3012Bmnerr XIedul Nfenam CNRn MemM FDIC-fpwl noudr¢Iemer
Remote 03/14/2017 1,l el l
ORANGE COUNTY SANITATION DISTRICT 47
CALIFORNIAC OF
IJ GOVERNMENT BANKING
Tab W: Sample Account Analysis Statement
A Sample Account Analysis Statement is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 48
BANC OF CALIFORNIA GOVERNMENT BANKING
BANC OF Managing Your Accouri
CALIFORNIA
Treasury Management Operations-(885)351-BANC(2262)
18500 Von Kerman Avenue,Suite 1100
Irvine.CA 92812 Online Banking-BancolcaLcom
J(1Z CORPORATION statement Dale: 11/30/16
'Anatyzel Business;Clle(A15• Accaell: X%Xdl6EE
SPECNL HANDLING
ATTN CASH MANAGEMEN.
ACCOUNT ANALYSIS STATEMENT
FOR THE PERIOD 11101116 THROUGH 1150116
ACH and Check Fraud Prevention
Banc of California understands check fraud and ACH fraud can be a serious
threat to your business. That's why partnering with your business to
prevent fraud is a top priority
BALANCE COMPUTATION FOR THE PERIOD
Menage Day Book Balance 249
Less Average Day Eon ON
Average Day Collected Balance 249
Les DDA Balance Reserve RNu,,c.nt (10➢000%) 021
Balance To support senlces 224
Mmmum Montny Calmtea Raame 139
ACCOUNT SUMMARY FOR THE PERIOD FEE BASIS BALANCE BASIS
Current Papa Credn(03500%) 000 224
Current Pend vay[ed Craves 106.00 410,0967
Less Phan Waned In Period 106.00 OOD
N I,zed Cringes Duenerae Credd 0DO 410.539.67
A yzm crages One aver Orion 0DO
Total Fees Nory Due 0 DO
Balance,nonage pr In cunenl period (410.539.68)
SERVICE CHARGE DETAIL
UNIT SERVICE
SERVICES RENDERED IN PERIOD VOLUME PRICE CHARGE BALANCE
Account Sernal
Monmry Maintenance Fee I __,_ 16 W 61.968
Subtotal Amount Sennoes 14.00 91A0
thereon FDIC
ORANGE COUNTY SANITATION DISTRICT 49
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l`/
BANC OF Managing Your Account(s)
CALIFORNIA
Treasury Management Operations-(885)831AANC(2262)
18500 Von Kerman Avenue.Suite 1100
Irvine,CA 92612 Online Banking-bancotcal.com
SERVICE CHARGE DETAIL
UNIT SERVICE
SERVICES RENDERED IN PERIOD VOLUME PRICE CHARGE BALANCE
Remob Deposit Services
RDC Monty Alaintenance 1 50.0000 WDo 10,651
Subtotal Remote Deposit Services "'DO 193,651
Fraud Prevenbon Services
s Wt Po Pay Per Account 40.0000 4000 154.921
Subtotal Positive Pay Services e0.00 166921
SERVICE CHARGE SUMMARY
Tolni AOWy OnxgM 10600 410.540
Total Charges LISIW Belpre Cr,,11 106 DO e10.5/0
A [,Wcharge subtotal 10600 e10.500
SJ 873 02 in cofl cI 0 Wlance will offset S1 DO of charges
This factof inU Wes a provision M reserves
ORANGE COUNTY SANITATION DISTRICT s0
BANC OF CALIFORNIA GOVERNMENT BANKING
\l!/
BANC OF Managing YourAccount(s)
CALIFORNIA
Treasury Management Operations-(885)351-BANC (2262)
18800 Von Kerman Avenue. Suite 1100
Irvine,CA 92812 Online Banking-bancohal.com
LAST TWELVE MONTH HISTORY
Average Balance Service Excess Ttl Fees
Ledger Supporting Balance Deficit Earnings Analyzed Analyzed
MMYY Balance Serviees Required Balance Allowanee Charges Statment
11116 2 2 410.5e0 (410.540) 0 106 0
YTD 2 2 410.540 (410.540) 0 105 0
tst12 2 2 410.500 (410.500) a 106 0
ORANGE COUNTY SANITATION DISTRICT
BANC OF CALIFORNIA GOVERNMENT BANKING
Tab X: Bank's Annual Report for 2016
Banc's 2016 Annual Report is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 52
ANC OF
CALIFORNIA GOVERNMENT BANKING
'IE1 P/
2016
ANNUAL REPORT
OF
CALIFORNIAINC
ORANGE COUNTY SANITATION DISTRICT
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
VISION MISSION
We Are California's Bank, Empowering California through its
Diverse Businesses. Entrepreneurs
and Communities.
Our History
In 2010.Banc of California was a dream In the mends of In 2013,the company proudly proclaimed Its commitment
a small group of Southern Callfomia's leading business to California by changing Its name to Banc of California.
owners,entrepreneurs and investors. This group of Since then.Banc of California has remained emphatically
dreamers understood the lasting damage to California's devoted to ensunng that California's entrepreneurs and
economy resulting from the bank failures and out of state communities have access to a Callfomia based bank that
acquisitions of banks between$5 billion and$50 bull.. has a deep understanding of the state diverse business
that occurred during the Great Recession. In Southern environment and shares their entrepreneurial spirit.
CalBomia alone.$32 billion of small business lending innovation and service.
evaporated due to many of the mid-sized banks fading
or having then capital reallocated toward the larger For over 150 years.California has been known as the land
East Coast banks of ofaponunity By providing drhoentrated banking and
ending products to the diverse businesses.entrepreneurs
These visionaries decided to take action. First,they and communities of California,the bank is focused on
recapitalized a California-based bankuq franchise that keeping that spirt of opportunity alive. Today.Banc of
had served the region since 1941. Then.they set out to California is the only full-service,mid-size bank focused
fill the crippling ead that existed throughout the state by exclusively on California and is humbled every day for the
building what became Banc of California. chance to serve such a diverse and vibrant client base.
FII`.1l�trutrusJt BANCOF
p as CALIFORNIA.INC.
2010 2011 2012 2013 2014 2015 2016
•son$0.9 billion $1.0 billion $13 billion $3.6 billion 56.0 billion 58.2 b4li $11.0 billion
FlM Postal First pacTlut FIM Pacrrvat Acquisition 0Banc of Banc of Barn,M
Trust Balk Bancorp.Ills. Bahaism,dill. Th.RwN CaWpm4 "worm GIswash
capollxaC cMnpas magasil Bamkof Asian. amaE to
with$60 basing swi Beal Business California: Banco puomarshg Foraas 2016
million to'Bi Bank.Acquires First Pactrust Popubri Rating fpn Bass Banks
inveslment Galway changes am Branch a CA Conmunlly In Ashanti
Business Bank to Banc.t Network Ralmmasial
California.Inc.
C]O rl.raLLzlke LIL IMIaYipvni®n
ORANGE COUNTY SANITATION DISTRICT 54
ANC OF
CALIFORNIA GOVERNMENT BANKING
FINANCIALS
TOTAL ASSETS in billions NET INCOME in mif ties
sirs,
all
u o 16x.1
a^ sM1
he
Fv faA
ad. HIR 20Y x015 .2 x013 HIY HIR :J16
ADJUSTED EFFICIENCY RATIO' NONPERFORMING ASSETS TOTAL ASSETS
9n 1w%
n% Al
xs%
°n 1E.-
20o x0R 20. 1.6 sees M2 Mr3 idea xmo .OIe
AT YEAR END In thousands 2012 2013 2014 2015 2016
lsseb $ IAR23041 3633.%3 5931193 8.335.555 11029,853
Loan 1,361AN 3.162844 6,136112 5.853.335 6339.403
Oepwns 1,3063a3 2918.6M e.671A31 SX1095 9,I42,150
OPERATING RESULTS
Total Revenue 5 81171 191971 300914 443.936 597.353
Net Interest Income all 971H 155177 xx3117 3Y.e73
Noninterest lncOme 3&619 %313 14SA37 330119 271.6110
Nonmterest Expense 71.1% 17&101 M1472 332 1 M3,636
Pre-Tax mcame Salts 3.908 X.446 11 149.406
Net Income &9A (M) 30105 62.072 115416
PERIOD END
To1sI E0ulry $ 18&759 324.308 503.31S 652.405 9R033r)
Tier l Risk-based Cartel Race 1425% 1Lal1% tO Sal% 1071% 133h
Tier i Leverage Ratio 10.55% &03% 8.53% flan 8.1R
Tangible Egully l TangrNe Assets lTERA1 &N% 280% 755% ZX% 8451
NOnperlarming Assets l Total Assets 1,WR DAN OAS% 0.56% 0.16%
PERFORMANCE RATIOS
Return on Average Assets lROAAj 045% nmr 069% 09a% I.In
Return on Average Tangible Common Equity IROATCEt 335% o.m 1010% 14.2216 irrcl0
Adnimed EMclen,Ran.' III 9L83% 83.%% 3e.83% 67 In
Earnings Per Snare Dnuder lEPSI So 39 DO.ISI SO% $134 $10a
'See Non-GAAP Financial Measures sectron in the accompanying Annual Report an Form 10-K for reconciliation
of the ulculationto the GAUP performance measure.Adjusted eNlcanq ratio Includes the pre-iaa effect of 2
Investments In alternative energy partnerships.
ORANGE COUNTY SANITATION DISTRICT 55
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
FROM THE OFFICE OF THE CEO AND PRESIDENT
We enter 2017 with a health perspective for Banc of California and an optimistic business outlook
Banc of California stands as the only and-sue bank focused and comprehensive banking bac kgnound and its practical
exclusively on California.We operate in the 6th largest experience in growing commercial banlang buvnesses
economy in die world,and s a revh we have tremendous directly align with Banc of California's focus.We ae excited
market opportunity avaibble to us to serve the dnerse to work wNn Doug on all upcoming naatiyes.
needs aCa1darma's emieprmeves.business owners and
canmunmes.We are urki e,positioned to delver on our While there is much work ahead of us as we erecute on our
wvon of Berg Calfoma's BaN throughout 2017,wIJe at the misvon,.nsion and business plan.we are confident that the
same tme.refocuskg and opturzng the business toward strong foundation we have built will support the continued
imprwed profitability and increased quality of those eamrgs ewlution of Banc of Caldomm.
Early this year,we released our guiding principles which Thank you to our investors for your continued confidence
align with a fresh Perspective for the Company m 2017 The in our Company to our clients for allowing us to be your
four pillars of our new guiding principles are: banking partner.and to our employees who Iva our mission
and msion every day
• Responsible and disciplined growth:We are optimistic
about our .dynamrrnic
growth and
la ge Caatts.but arovrth in Sincerely.
the diverse.dynamic and large Caldomn marks anti be Hugh F. BOJfIE
disciplined wMn an increased focus on recurring spread Interim CEO.Chief Risk Officer
based revenue from com ncrcal lending:
. Strong and stable asset quality.Strong and stable asset
quality and ahective risk management allay the Bank to
continue to grow in the long-term.while remaining prudent
in the management of risk: Francisco A.Turner In
. Focus and optimization of our business:We vnll Interim President and Chief Financial
continue to identdy opportunmes to focus and optimize our Officer Chief Shategy Officer
husnsess:and
• Strong corporate govenance,.The Board has taken
significant anion to rehash board composition and
enhance corporate governance IWCa
♦/ GIllOM11,
Over the course of 2016 we introduced new commercial
banking products including foreign exchange seances and
swaps,launched new Trust.Municipal,and Healthcare
banking teams.as well as added talented hankers to
our Prorate Banking and Commercial Banking teams.We
continue to see amactrve commercial banking opportunmes
throughout Calrfoma and expect to continue the evotuoon ab w melt ti
of Banc of California s commercial banking franchise. awl, M1aa 0wwar �—
Looking toward he ftnure.we are pleased to welcome to the
Bare of Cakfomia team.Doug Be..who.11 bejanng us Yawlt.as our new President and CEO on May S.20T7 Doug's deep We are caldr/_� Bdmir
3
ORANGE COUNTY SANITATION DISTRICT 56
BANC OF CALIFORNIA GOVERNMENT BANKING
!/
FROM THE CHAIR OF THE BOARD
In 2016,Banc of California produced strong performance We have selected Doug Bowers as the new President and
as we continued to execute on our vision to be Califorma's CEO of Banc of California We are confident that Doug has
Bank,and on our mission of empowering California through the right banking expemse to lead the optimization of our
as diverse businesses entrepreneurs and communities commercial banking business.His industry experience.
operational know-how and commitment to community will
The lam quarter of 2017 ushered in decrswe and sgrufcam be invaluable for the execution of our business plan.I would
changes,bah on the business frorrt and with respect to our like to welcome Doug to the Banc of California team.
management and gavemance.On the business side,we
sold our BANC Home Loans division and select mortgage I woud also We to take a moment to thank Hugh and Fran
sernang nights,thus accelerating our strategy to refocus our for ther leadership over the first few months of 2017 and for
business on the cone commercial banking oppUurobes we ensuring a smooth trarertron during this interim period.These
see in our Cakfoma markets.On the governance side.the two talented executives exhibited a high level of vision and
Board undertook a comprehensive review of our governance determination to continue implementing our strategic plans.
practices and inplernerred numerous key changes,including I am denied that both Hugh and Fria will be caaang in
Mer re spectre roes as Chief Risk Officer.and Intern Chief
• Separabon of the Board Char and Chief Executive Officer Financial Officer.Chef Strategy Officer
positions.
. Appointment of a new independent Chair of the Board: I am constantly reminded of the devotion and
• Resignation and rebrearent of tiro directors pncbding our professionalism the Bank's emdoyees exude toward
former Board Chair and Chief Executne Offceq: our clients and communites on a daily basis.Banc of
• Appoinbnent of two new independent directors lRlchad California s success is a direct result of their outstanding
J.Lashley and W Kirk Wycoftl affiliated with signdicant service to our clients and the entrepreneurial spirt they
stockholders of the Company: demonstrate each day.I would like to take a moment to
Appointment of two additional independent directors thank them for tleir commitment to building California's
(Mary A Curran and Bonnie G.Hill)whose terms are Bank and recognize them for dang what its right for our
expected to commence at the condusion of the Annual clients each and every day.
Stockholders Meeting in June.2017:and
. Adoption of new policies that regare a more rigorous Our mission and vision of being California s Bank is the
renew of related path transactions and limit outvde fabnc of our idenlM as we continue to focus our efforts
business imerests on ni the needs of CalAoma's business owners,
entrepreneurs and communities.
I am horgred to welcome Rchard.Kirk.Mary and Bonrve to
the Board.Each of them brings a fresh perspective and added On behalf of the Board of Directors,l would like to thank
expertise across decones that are important to the Board our investors who have entrusted us as stewards of their
capital and our clients that have allowed us the opportunity
We have made impotant changes to better align the Board to be their banking partner.We look forward to serving you
and the business with the imerests of our mvesto,s and faithfully in the years to come.
will continue to consider further actions to strengthen that
alignment The Board continues to be focused on dawn l Sincerely.
increasing value for stockholders,which rests at the center
of many anions the refreshed Board has undertaken to Chair of the L RORoberte D. S Board
a of S
Directors
date to strengthen and improve the Company.
ORANGE COUNTY SANITATION DISTRICT 57
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
BBBBBBI
CALIFORNIA-FOCUSED BUSINESS PLATFORM
California has dynamic economic capabdnies and a rich
diverany of residents that demand hohsoc solmlons for
their banking needs. Banc of Califomm has a special
understanding of these needs.and we offer tailored.
complementary products and services across all of our
r3aloas lines of business to focus on building relationships and
empowering California's businesses,entrepreneurs and
nwwy } communities to achieve their fullest potential.
awr • g�a3M
T: T We are Onvileged to have the opportunity to work with our
clients to build and create lasting Californian businesses.
w
aaua fortunate for having the many stockholders that have
entrusted us with their capital.proud to have employees
that embody our mission and vision in all that they do.and
Alwwswarl honored to do business within our dynamic communities
that continue to show us why California Is the land of
oppartunM. We are Cahfomia s Bank.and In 2017 we look
forward to further focusing our efforts to better serve
Caldomia'I businesses.entrepreneurs and communes.
BANC BUSINESS UNIT LEADERS
Banc of California has eAremely talented leaders and
entrepreneurs heading up our business units. They.just
like our clients,are ambitious.creative.and driven to build
businesses not because it tflair job,but because its their
passion. These professionals embody the spirit.mission.
and vision of Banc of California and we are fortunate to
have the opportunity to be a partner to them as they.fust
Ike our clients.work to achieve their own dreams.
COMMERCIAL LOAN BALANCES In billions
F Sl a
I - �
f}6 face
f1p
y6
202 2013 20M 2015
ORANGE COUNTY SANITATION DISTRICT
BANC OF CALIFORNIA GOVERNMENT BANKING
\1//
WE BELIEVE IN CALIFORNIA
CALIFORNIA'S GDP PLACES IT AMONG THE TOP ECONOMIES IN THE WORLD'
1.Unded States
2.Chirx
3.Japan 61
4.Gar " LARGEST
5.United Kingdom GLOBAL
6.CelHornie GDP
7.France
8.Inch
LARGE & ATTRACTIVE DEMOGRAPHIC BASE
BRR 39.3 Million CA population'
/ — ILJIu 5.4%Popublion grovnh 152 higher than national ave,NcN
$61"Household Income IS%higher than national average'
SOLID & IMPROVING EMPLOYMENT TRENDS
0 �'Xs 5.0%CA Unemployment Rate 2016 saw barest rme since 2007•
141Million CA Private Nonfarm Employment>11%of total
f� naoone empbymerN°
3.6 Million CA small businesses'
OROBUST 8 GROWING ECONOMY
>13 Trillion CahlUS ma GDP
>13%of Total U.S.GDP largest of any state'
3.8%CA GDP growth in 2015'
ATTRACTIVE INVESTMENT OPPORTUNITY
Largest and most liquid residential and commercial real estate market
in the country
• CA is a national leader in the technology,aerospace and life snermes
industries as well as entertainment tourism and agriculture
CA firms have agmded venture capital funding in recent years that has equated
or exceeded the amount received by firms in the other 49 states comblrreds
• CA banks have historically traded at a Premium to national average
given anractne market deno mphcs
ai VAM HaaacCWtIMr as"a CmH6gNOsmiss osics xlas"t}Opdai,1,as.{'CeaN.gT'I}OII}p1A F}a15 None
'i29T'6aa.}Om'1m E^Vp^Rr 2 .}ar!( 'iWt rbre/�Rgar.NIm
6
ORANGE COUNTY SANITATION DISTRICT 59
ANC OF
GOVERNMENT BANKING
!/ CALIFORNIAC
WE BELIEVE IN OUR CLIENTS AND PARTNERS
Empowering the Growth of California's Communities
Through Strong Lending Partnerships
I& Ethan Penner is a co-founder and Managing Partner of Mosaic Real Estate
Er1UN PENNER Investors.Over the course of his 30-year careec he has become a recognized and
respected name in the world of real estate finance.
Managing VaMM
A Cc FounderIn 2015.he co-founded Mosaic Real Estate Investors to meet the needs of the real
Moss¢Real Estate Immestors estate investment and finance industry which has had significant unmet needs in
Los Angeies.Calilomra the wake of the 2008 Great Recession.As a new company.Mosaic bad the need
for a co-lender that would allow them to do loans that were the size they were
targeting.Banc of Colifomia was able to fill this need and provide the support Ethan and his partner were looking for.
-We knew they understood the business of real estate lending as we did.and saw the business and risk similar to the
way we would see a'Ethan explains.'We knew they would make a fabulous co-lender with us"
"To enter into a co4ender relationship,you really have to trust the other parry.I know that Banc of California is
going to hold up their end of the bargain.For us.really.it was only one call. Ethan Penner
Empowering Businesses to Make
a Difference in California's Communities
7 Francisco A iamio's family started the original Gigi s Bakery and Cafe back in
PAT RIC IA APARICO Cuba.eventually moving the business to Los Angeles.The 1992 Los Angeles
Rats had a devastating effect on the bakery,leading to the temporary loss of the
business.The Apuncio family worked hard to build the business back up to the
success it has become today.
The family recently acquired La Mawota Rakery and Cafe.a neighborhood bakery
in Boyle Heights with a rich history going back to 1952.They have converted
the struggling restaurant into a thrmng business.The newly refurbished bakery and cafe Is well respected in the
neighborhood and is making a large impact on the community.As Patricia explains.-The community has a lot of
homeless shelters and churches who are reaching out to us for help.We give them bread It comes out of our hearts.
Our employees are kind to anyone coming in oft the street We help any way we can"
The family values their relabonship with their Banc of California Relationship Manager.When asked if they plan to
Continue working with Banc of Callom Is on future expansions.Patricia made a clear. Banc of California has been an
amazing Partner with us throughout the whole process.We want to continue working with them"
At Banc of California,we believe that the diversity of our clients reci a tailored approach fi s rat about offenng off-
the-shelf products.Great service means being able to find the right solutions-really getting in and understanding the
business to provide what is needed for their growth and for achieving then goals.
"Banc of California has been an amazing partner with us throughout the whole process.We want to continue
working with them'—Patricia Aparicio
ORANGE COUNTY SANITATION DISTRICT
ANC OF
GOVERNMENT BANKING
!/ CALIFORNIAC
WE BELIEVE IN OUR CLIENTS AND PARTNERS
Empowering Foster Youth Succeed
and Thrive with Technology
Did you know California has the largest number of foster youth in the natron7 We
believe everyone deserves a chance at a bright future.which is why we proudly
JEANNE PRITZKER support Foster Care Counts by helping them place a aptop in the hands of every
r •. foster youth who needs one.
When Foster Care Counts founder Jeanne Pritzker first opened her home to foster
families in celebration of Mothers Day,she had no idea a would become her He's
passion.Today.Foster Care Corms supports foster youth and fain ies across the state.
including Guardian Scholars programs at colleges and univers pe i that help former foster youth stay in school and graduate.
And we're not done yet Our next target is to bring financial literacy tools and training to foster youth by leveraging
innovative and emerging technologies
'So mad/of them have to wait in line at the library in high schools and colleges to complete their work
because they dent have their own laptops.Banc of California is taking up the challenge to make sure that doesn't
happen'—Jeanne Pritzker
Empowering Health and Wellness
Through Strong, Caring Relationships
Or David Ammon.MD.has been a leading dermatelogic surgeon in Beverly
Hills for more than 20 years.He and his wife.Jessica.founded The Roxbury
DAVID AJESSICA AMRON Institute to reveme the'commoddcahon'of aesthetic medicine by focusing on
Founder[ a comprehensive approach to aesthetics and wellness-treating their patients
Tap Roxtwry lnsuWte on the m ucle as well as the outside vmh highly personalized treatment plans that
Beverly Hills.California delver exceptional results.
Tint avid foremost.The Roxbury Institute m about carmg for our patients and Vrcr
welbeni comments Dowd.As in business.you are also canng for people's Iron,then kvekhoods,dreams and aspirations'
Banc of Cahfomia knows the importance of empowering clients dreams and budding strong relationships that have
impact The Roxbury Institute has a worldmde reputation for excellence.They count on us for solutions that empower
their business.Most recently,the bank provided a credo line that they used to build a new health,beauty and wetness
center in Beverly Hills.which then allowed them to expand their business and add a wellness education component.
They have also benefited from a variety of financial semces.mdodvg personal and business banking accounts.loans
and investments.
'Our banking relationship manager truly does care.I appreciate the guidance and attention that she shows both
Jessica and me.`"—on David Amron
ORANGE COUNTY SANITATION DISTRICT
BANC OF CALIFORNIA GOVERNMENT BANKING
WE BELIEVE IN STRONG PARTNERSHIPS
The communities in California are dynamic and diverse. Reinvestment Act participation. Our passion for our
At Banc of Caldomm,we are committed to empowering California clients drives us to seek more opportunities to
these communities because our relabonsMps enrich and be a partner in the communiLes that we do business in
uplift those around us so that we can all be successful. and we look forward to working with many more of you
together. Our efforts toward empowering communities to make our shared home an even better place to live
have not gone unnoticed,proudly.Banc of California and conduct business.
has achieved an'O nstanc nq'rating for our Community l�d�
Spa L`]1LJ V/ 0
$729 $79 $68 2,187 4,588
MILLION MILLION MILLION ATTENDEES SERVICE HOURS
.Community In Community Small Business at38 Fln0nclal from Employees
Development Development CRA Loans In Literacy Events am Volunteers
Loans Investments California
In 2016.Banc of ch derma announced a partnership f ithfocusing
Los g on les
the
Football Club which directly aligns with our mission of focusng on the
businesses.entrepreneurs and communities of California.We are proud to
dw�
SANG OF CALIFORNIA have such a pivotal role in a protect to bring needed development and world
I . •o I u • class soccer to a low to moderate income neighborhood in Los Angeles.
O $350 $129
MILLION MILLION
Din
Sou
th
Annual Economic
Sa tll LosAn
ggas AttrvM
40%Job c� O 1,800
local Rmickint pama
9
ORANGE COUNTY SANITATION DISTRICT 62
ANC OF
CALIFORNIA GOVERNMENT BANKING
BANC
OF
CALIFORNIAINC
ORANGE COUNTY SANITATION DISTRICT 63
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1
Tab Y: File Formats for Positive Pay and ACH
Positive Pay and ACH file requirements are on the following pages.
ORANGE COUNTY SANITATION DISTRICT 64
ANC OF
CALIFORNIA GOVERNMENT BANKING
Positive Pay Issued File
Three Options for Creating a Positive Pay Issued File:
1. Have the file created bythe software currently used to log the issuance of checks
2. Manually create a file of issued checks in the supported format below
3. Manually enter individual issued checks within the Positive Pay Module within Business Ocine
Banking.
Issued File Format Requirements
Required Fields
The folkswingfields nest be wpdledfor each issued check:
1. Issued Date—the date the deckwasissued(recommended format mm/dd/VM)
2. Check Number—the check serial number(recommended format is to have no,leading zeros)
3. Cheek Amount—the amount of the dueck(recummemMedformat 999999.99 with no leading
zeros)
Optional Fields
The lollowingfields may optionally be supplied for each issued Check:
1. Record Type—9'for issued check.Y for voided check
2. Client/Account ID—a bane-assigned value that represensthe chei account
3. Account Number—the account numberforthe check
4. Payee Name—the name from the payee line on the check
S. Notes—miscellaneous notes relatedto the check
Other Fields
If addition l fields are included in the issued check file,these fields can be ignored. However,it is
recommended that only the fields listed above are included.
Field Formatting
Fields must be consistently formatted in each file that is submitted Field formats other than the
recommended formats listed above can be supported The key is consistency.
Supported Browsers
• Microsoft Internet Expiomerversion9thrull
• Mozilla Firefux version 19thru 34
• Google Chrome version 27 this,43
• Apple Safari version S.l.4 thou S.1.10
System typically does not require any system upgrades as newer versions of these supported browsers
are released.
Page 1 of 2
ORANGE COUNTY SANITATION DISTRICT
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l!/'
Issued File-Supported File Types
We support the following 3 type of issued files:
1. Delimited text files
2. Microsoft Excel files(Inducir XLS%files)
3. Fiwdwiah text files
Delimited Text Flies
A delimited text file is a file that has each field separated by afield delimiter. The most common
delimited file format is acomma separatedvalues(csv)file. Separator characters other than
commas are also supported. Other commonly used separator characters are semi-colon';and the
pipe'I"character. Double quote characters may be used to surround the crawl values between
delimiters, but they arena required unless the field value contains a delimiter. For example,if the
field value is"Uncoln,NE'is contained within a comma delimited fie,then the field value mug have
double quotes around the value since the value contains a comma between'Unioln"and'NE". An
example of records from a comma-delimited file may look like this:
1,123,IOD,12/31/2006,123.66
1,123,101,12/31/2006,1500.00
I,123,302,12131/2006,400DO.00
Microsoft Excel Files
For Microsoft Excel files(As&)dxsl,each field should be listed in a separate column.
Fixed-width Text Fges
In a fixedvridth text file format,each field occupies the same columns in each record. This record
format is most commonly gemmted by mainfmme-based aaounung systems. An example of
records from afixed-vaidth file may look like this
11230001001231200600000123.66
11230D01011231200600001500.00
11230001021231200500040000.00
(leader and Trailer Records
it is recammendM that header and trailer records be omitted from all issued files regardess of the
filetype.
Getting Help
if you reed technical assistance,please contact Banc of Californla Trea sury Ma nagement Support at
855-351-2262 timing business hours.
Page 2 of 2
ORANGE COUNTY SANITATION DISTRICT
ANC OF
CALIFORNIA GOVERNMENT BANKING
ACH File Format Specifications
ACH file must include the following informadom
Amount
• Beneficiary Routing Number
• Beneficiary Account Number
• Beneficiary Name
ACH file mart be in the following file format
CSV
TXT
ACH
Files may be fixed with or delimited with one of the following:
Tab
• Semicolon
Comma
Space
ORANGE COUNTY SANITATION DISTRICT 67
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
ATTACHMENT C: NON-COLLUSION AFFIDAVIT, GENERAL BANKING SERVICES
Attachment C: Non-Collusion Affidavit is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 68
BANC OF
CALIFORNIA
ATTACHMENT
NON-COLLUSION AFFIDAVIT
GENERAL BANKING SERVICES
This Affidavit To Be Fully Executed
Non-Collusion Affidavit
State Of )
)Ss.
County Of n )
in , Being First Duly Sworn,
Deposes And Sa That He he 1 Of
The Party Making The
Bid,That The Sid Is Not Made In The Interest Of,Or On Behalf Of,Any Undisclosed Person,
Partnership, Company,Association, Organization, Or Corporation;That The Bid Is Genuine And
Not Collusive Or Sham;That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any
Other Bidder To Put In A False Or Sham Bidder,And Has Not Directly Or Indirectly Colluded,
Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or
That Anyone Shall Refrain From Submitting A Bid;That The Bidder Has Not In Any Manner,
Directly Or Indirectly, Sought By Agreement, Communication, Or Conference With Anyone To
Fix The Bid Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit,Or Cost
Element Of The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against
The Public Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That
All Statements Contained In The Bid Are True;And, Further,That The Bidder Has Not, Directly
Or Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents
Thereof, Or Divulged Information Or Data Relative Thereto,Or Paid,And Will Not Pay Any Fee
To Any Corporation, Partnership, Company Association, Organization, Bid Depository, Or To
Any Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid.
I Declare Under Penalty Of Perjury Under The Laws Of The
�Statte�O�f California That
The
� _
Foregoing Is True And Correct 4 l_✓,11
Signature Of: President,
Secretary, Manager,
�epresentatroe
Subscribed And Sworn To Before Me
This , Day OF 2015,
Signature Of Notary Public In And For ��� ®Tf4RY
The County Of
State Of Z7..AC11% N T
All Signatures Must Be Witnessed By Notary
ORANGE COUNTY SANITATION DISTRICT 69
BANC OF
CALIFORNIA
CALIFORNIA JUIRAT WITH AFFIANT STATEMENT GOVERNMENT CODE§8202
- wrrrcz.�.m...r�r,r..ersmcesrsx�oocrcr..r-ercr�sex.�r xcscanr - ..r xcra
IP�SgAttached Document(Notary to cross out lines 1-6 below)
❑See Statement Below(Lines 1-6 to be completed only by document signer(s], not Notary)
Signature o/Document Signer No. 1 Signature of Document Signer No.2(d any)
A rotary public a other ofiar completing this certificate verifies only the identify of the individual who signed the
document to which Ms certficate is aaached,and not the truthfulness,accuracy,or validity of that document.
State of California Subscribed and swom to (or affinnerl) before me
County of
on this /9 day of 20L7
by Data Month Year
(1r— ilrctn LCH Vr ((a S-nOr`
(and (2) -
TNAIS L.AGUIRRE Narr al Of Signer(s)
commission Y 2141500
i Notary Public-California s proved to me on the basis of satisfactory evidence
San Diego County - to be the person(s) who appeared before me.
M Comm.Expires Mar 2,2020
Signatur�i1ld
Signature /� ry Public
Seal
Place Notary Sea)Above
OPTIONAL
Though this section is optional,completing this information Can deter alteration of the document or
fraudulent reattachment of this/onn to an unintended document.
Description of Attached ocurne t
Title of Type of Documen r Document Date:
Number of Pages:_Signer(s)Other Than N ed Above:
CSSX^$'J.'S4'44 ZSF^RTJ.'i'(EZ'RR=µS"C44G '�' .'iXpR. YR�W„'4 4L'4^?tr3X'CC44'4R.
02D14 National Notary Association •vraw.NationaiNotary.org• 1-800-US NOTARY(1-800-876-6827) Item N5910
ORANGE COUNTY SANITATION DISTRICT 70
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
ATTACHMENT D: ACKNOWLEDGMENT OF INSURANCE, GENERAL BANKING SERVICES
Attachment D:Acknowledgement of Insurance,General Banking Services is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 71
ANC OF
CALIFORNIA GOVERNMENT BANKING
P/
Attachment D
ACKNOWLEDGMENT OF INSURANCE
GENERAL BANKING SERVICES
ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS*
AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED
I, Veronica Villasenor the Representative
(President, Secretary, Manager, Owner or Representative)
Of Banc of California N.A. , certify that the Specifications and
(Name of Company, Corporation or Owner)
General Provisions regarding insurance requirements as stated below, for the Purchase Contract designated Specification No.
, have been read and understood and that our firm, as bidder on this project is able to provide and
maintain the coverage as specified below. If the awarded bidder fails to Provide said coverage, this shall be sufficient cause for
contract termination. Failure to maintain said coverage shall result in termination of the awarded bidder's contract.
Date: 8/18/17
(Signature of President, Owner or Authorized Company Representative)
Retum the signed Acknowledgement to the Buyer handling the bid/RFP.
INSURANCE REQUIREMENTS
'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENT/BROKER IMMEDIATELY TO ENSURE YOUR
FIRM IS ABLE TO COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT
Once you have been awarded the contract,please provide us with a certificate of insurance and supporting
endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form numbers)
must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual endorsement. We
prefer to receive original electronic documents in PDF format via e-mail to rkleinman�ocsd.com. Only if you cannot
send electronic cents and endorsements will we accept hard copies sent to Randall Kleinman, Orange County
Sanitation District, Div. 260, 10844 Ellis Avenue, Fountain Valley, CA 92708.
Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are
received.
1. WORKER'S COMPENSATION INSURANCE:
The Vendor shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including
Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Worker's Compensation Insurance shall be endorsed to
Provide for a waiver of subrogation in favor of OCSD. A statement on an Insurance certificate will not be accepted In lieu of the
actual endorsements unless your insurance carrier is State of California Insurance Fund(SCIF and the endorsement
numbers 2570 and 2065 are referenced on the certificate of insurance.
2. GENERAL LIABILITY INSURANCE:
The Vendor shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance
written on an occurrence basis providing the following minimum limits of liability coverage: $1.0 million per occurrence with$1.0
million aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability
(for this Agreement), products liability/completed operations (including any product manufactured or assembled),broad form property
damage, blanket contractual liability, independent contractors liability, personal and advertising
ORANGE COUNTY SANITATION DISTRICT 72
ANC OF
CALIFORNIA GOVERNMENT BANKING
injury, mobile equipment, cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OCSD and applicable,XCU coverage
(Explosion, Collapse and Underground)and Riggers Liability must be included in the General Liability policy and coverage
must be reflected on submitted Certificate of Insurance.
3. AUTOMOTIVE/VEHICLE LIABILITY INSURANCE:
The Vendor shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned,and
hired automobiles,trucks,and other vehicles providing the following minimum limits of liability coverage: Combined single limit of$1.0
million or alternatively, $500,000 per person for bodily injury and$500,000 per accident for property damage. A statement on an
insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
4. ERRORS AND OMISSIONS(E&O)and CYBER LIABILITY INSURANCE
If Professional Services will be provided,vendor must maintain Errors and Omissions coverage(professional liability coverage)in an
amount of not less than $1.0 million, per occurrence throughout the term of this Agreement.
If the Vendor provides services related to information technology,the Vendor must maintain third-party Cyber Liability insurance with
limits of not less than $1.0 million per occurrence covering claims involving technology professional liability, privacy liability where
applicable(including but not limited to loss of OCSD employee information),security liability where applicable(including but not limited
to technology attacks via hackers or viruses,and cyber extortion threats), media liability where applicable (including but not limited to
libel, slander and copyright infringement from content created by the Vendor),and damage to or destruction of electronic information or
media.
5. UMBRELLA EXCESS LIABILITY:
The minimum limits of general liability and automotive liability insurance required,as set forth above,shall be provided for either a
single policy of primary insurance, or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability
Coverage shall be issued with limits of liability which,when combined with the primary insurance,will equal the minimum limits for
general liability and automotive liability.
6. ADDITIONAL INSURED ENDORSEMENTS:
Each policy of insurance obtained,except Workers Compensation coverage and Errors and Omissions Coverage, shall name OCSD,
its Directors, officers, agents,consultants, and employees for this contract,and all public agencies from whom permits will be obtained
and their Directors, officers, agents and employees, as determined by OCSD,as additional insured on said policies. No exclusionary
language or limitations shall be applicable to any additional insured that are not applicable to the named insured. In addition, insurance
afforded by the additional insured endorsement shall apply as primary insurance,and other insurance maintained by OCSD shall be
excess only and not contributing with insurance provided under said policies. If this coverage is not provided within the coverage form
(insurance policy)it shall also be endorsed as primary and non-contributory coverage.
7. PROOF OF COVERAGE:
The Vendor shall furnish OCSD with original certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by
OCSD before work commences. OCSD reserves the right to require complete,certified copies of all required insurance policies,
including endorsements,affecting the coverage required,at any time. The following are approved forms that must be submitted as
proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent Certificate of Insurance form.
• Additional Insured (ISO Form)CG2010 11 85 or
(General Liability) The combination of(ISO Forms)CIS 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must be submitted for approval by OCSD,and OCSD may reject alternatives that
provide different or less coverage to OCSD.
ORANGE COUNTY SANITATION DISTRICT
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l`/
• Additional Insured Submit endorsement provided by carrier for OCSD approval.
(Auto Liability)
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent.
8. PERIOD OF COVERAGE:
Insurance coverage is required for the period when Vendor has entered onto OCSD's property for purposes of general maintenance or
repair of OCSD's equipment, or for routine service work pursuant to contract, including but not limited to the disconnection or removal
of equipment purchased, until completion of all work or service required by the contract.
9. CANCELLATION NOTICE:
Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty
(30)days'prior written notice. The ACORD Form shall state the required thirty(30)days'written notification. Policy shall not
terminate, nor shall it be cancelled nor the coverage reduced,until thirty(30)days after written notice is given to OCSD except for
non-payment of premium which shall require not less than ten(10)days written notice to OCSD. Should there be changes in
coverage or an increase in deductible or SIR amounts,the Vendor and its insurance broker/agent shall send to OCSD a certified
letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter
must be sent to the attention of Randall Kleinman, Risk Management,Div.260,and shall be received by OCSD not less than thirty(30)days
prior to the effective date of the changes)if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce
or limit the scope of insurance coverage provided to the OCSD.
10. INSURANCE CARRIER RATING:
The insurers must have an A.(A minus), or better, policyholders rating,and a financial rating of Class Vill,or better, in accordance
with the most current A.M. Best Rating. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation
in the A.M. Bests rating process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of
Workers Compensation Insurance, subject to OCSD's option,at any time during the term of this contract,to require a change in
insurer, upon twenty(20)days written notice. OCSD will also require Vendor to substitute any insurer whose rating drops below levels
herein specified. Said substitution shall occur within twenty(20)days of written notice to Vendor by OCSD or its agent.
11. PRIMARY INSURANCE:
All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by OCSD shall be excess
and not contributing with the insurance provided by Vendor.
12. SEPARATION OF INSURED:
All liability policies shall contain a"Separation of Insured"clause.
13. NON LIMITING(if applicable):
Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in the
Agreement, or the extent to which Vendor may be held responsible for payments of damages to persons or property.
13. DEDUCTIBLES AND SELF INSURED RETENTIONS:
Any deductible and/or self insured retentions must be declared to OCSD on the Certificate of Insurance. All deductible and/or self
insured retentions require approval by OCSD. At the option of OCSD,either: the insurer shall reduce or eliminate such deductible or
self-insured retention as respects OCSD;or the Vendor shall provide a financial guarantee satisfactory to OCSD guaranteeing
payment of losses and related investigations, claim administration and defense expenses.
14. DEFENSE COSTS:
ORANGE COUNTY SANITATION DISTRICT 74
ANC OF
CALIFORNIA GOVERNMENT BANKING
\l`/
Liability policies, except for Errors and Omissions Coverage, shall have a provision that defense costs for all insureds and additional
insureds are paid in addition to and do not deplete any policy limits.
15. LIMITS ARE MINIMUMS:
If Vendor maintains higher limits than any minimums shown above, OCSD requires and shall be entitled to coverage for the higher
limits maintained by Vendor.
ORANGE COUNTY SANITATION DISTRICT 75
ANC OF
CALIFORNIA GOVERNMENT BANKING
\1 P/
ATTACHMENT E: REFERENCE SHEET, GENERAL BANKING SERVICES
Attachment D: Reference Sheet, General Banking Services is included on the following pages.
ORANGE COUNTY SANITATION DISTRICT 76
ANC OF
CALIFORNIA GOVERNMENT BANKING
Attachment E
REFERENCE SHEET
GENERAL BANKING SERVICES
The proposer shall copy and complete this form for each reference being submitted
(MINIMUM OF 5) as demonstration of the vendor and subcontractor's prior experience. In
addition, the proposer is advised that if the contact person listed for the reference is unable to
be reached during the evaluation, the listed experience may not be considered.
Banc of
Proposer's Name: California
Reference Information (Prior Services Performed For:
Name of Reference City of Placentia
Company:
401 E. Chapman
Ave.
Address of Reference Placentia, CA 92870
Company:
Shally Lin, Interim
Reference Contact Name: Finance Director
Contact Person Phone p 714-993-8229
Contact Person e-mail slin@placentia.org
address:
Dates of Prior Services: May 2017
6 DDAs, in
implementation
with ACH, Positive
Pay,ACH Blocks&
Filters, Onsite
Electronic Deposit.,
merchant services,
Description of Prior corporate credit
n
cards.
ORANGE COUNTY SANITATION DISTRICT
ANC OF
CALIFORNIA GOVERNMENT BANKING
P/
Banc of
Proposer's Name: California
Reference Information (Prior Services Performed
Electrical Training
Name of Reference Institute
Company:
6023 S. Garfield
Ave., Commerce, CA
Address of Reference 90040
Company:
Brett Moss,Training
Reference Contact Name: Director
323-221-5881x
Contact Person Phone tt 3001
Contact Person e-mail brettm@laett.com
address:
Dates of Prior Services: January 2017
5 DDAs,ACH
Description of Prior services, Business
Services Online Banking.
Performed:
ORANGE COUNTY SANITATION DISTRICT 78
ANC OF
CALIFORNIA GOVERNMENT BANKING
Banc of
Proposer's Name: California
Reference Information (Prior Services Performed For:
Name of Reference Golden West Jewelers
Company:
661 6` Ave.,Ste. 800
Address of Reference San Diego, CA 92101
Company:
Reference Contact Name: Michele Janak, President
Contact Person Phone# 619-234-5650
Contact Person e-mail Michele@goldenwest.com
address:
Dates of Prior Services: May 2017
5 DDAs,various Treasury
Management Services
including Business Online
Description of Prior Banking, ZBAs, Positive Pay
Services & Remote Deposit Capture
Performed:
ORANGE COUNTY SANITATION DISTRICT 79
ANC OF
CALIFORNIA GOVERNMENT BANKING
P/
Banc of
Proposer's Name: California
Reference Information (Prior Services Performed
Motolease, LLC
(power sports
Name of Reference equipment lending)
Company:
10866 Wilshire Blvd.,
Ste. 565, Los Angeles,
Address of Reference CA 90024
Company:
Emre Ucer, COO and
Reference Contact Name: Managing Partner
Contact Person Phone# 310-601-4779
Contact Person e-mail emre@motolease.net
address:
Dates of Prior Services: December 2016
Online banking,wires,
stop payments,ACH
Description of Prior return item and NDIC
Services notifications.
Performed:
ORANGE COUNTY SANITATION DISTRICT so
ANC OF
CALIFORNIA GOVERNMENT BANKING
P/
Banc of
Proposer's Name: California
Reference Information (Prior Services Performed For: j
Name of Reference Alt Systems
Company:
7642 Clybourn Ave.
Sun Valley, CA
Address of Reference 91352
Company:
Reference Contact Name: Jon Guess
Contact Person Phone p 818-504-6800
Contact Person e-mail jon@altsystems.com
address:
Dates of Prior Services: June 2017
Line of credit,
Treasury
Management
Services including
Positive Pay,ACH,
Description of Prior Wires, Online
Services Banking.
Performed:
ORANGE COUNTY SANITATION DISTRICT 81
ANC OF
CALIFORNIA GOVERNMENT BANKING
APPENDIX
• Treasury Management Services Agreement
• Sample Reports
• Sample Conversion Timetable/Schedule
ORANGE COUNTY SANITATION DISTRICT 82
BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
(Updated as of 04/27/2016)
This Agreement sets forth the terms of the treasury management services(the'Services")offered to you by Banc of
California,National Association('us"and"Bank").By applying for any Service,you agree to be bound by this
Agreement.Your use of any Service will be additional evidence of your agreement to its terms.We will let you know
when the Services you request become available. If you request additional Services in the future,they will be
governed by this Agreement,unless we advise you otherwise.
GETTING ESTABLISHED
1. Equipment and Software.You are responsible for obtaining and maintaining any equipment that is necessary
for the Services,such as telephones,terminals,modems and computers.You agree to use equipment that is
compatible with our programs,systems and equipment,which we may change from time to fine,with or without
notice.We assume no responsibility for the defects or incompatibility of any computers or software that you use
in connection with the Services,even if we have previously approved their use.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,NEITHER WE NOR OUR SUPPLIERS OR
VENDORS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT,INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF
MERCHANTABILITY,WITH RESPECT TO THE SERVICES OR ANY COMPUTER PROGRAMS,
EQUIPMENT OR SOFTWARE(COLLECTIVELY"EQUIPMENT").You agree to notify us promptly if any
Equipment wa provide to you becomes defective.Our sole responsibility(if any)in such instances will be to
replace or repair the defective Equipment.We do not warrant that the Equipment provided to you will be error
free or that the Services will be uninterrupted.
You agree to comply with the terms of any software or other license provided to you in connection with the
Services. Unless wre agree otherwise in writing:(a)any license you receive will be personal,limited,revocable,
non-transferable and non-exclusive;(b)you may not transfer,distribute,copy,share,sublicense,reverse
engineer,modify,or create dedvative works from any Equipmem;(a)the Equipment,Service guides,security
procedures,and systems provided to you in connection with a Service represent our proprietary property and
must be returned to us promptly upon request;and(d)we and/or our suppliers retain all night,title and interest
in and to the intellectual property rights associated with the Services and the Equipment.Your license to use
Equipment and Services will end with the termination of this Agreement or upon our earlier notice to you.You
may only use the Equipment in connection with your use of the Services.
2. Security Procedure and User Guides.We may provide you with one or more numbers,passwords,tokens,
challenge questions and/or other means of identification and authentication(collectively"Password")to access
our Services.We also may provide you with operating procedures and user guides("User Guides")in
connection with certain Services.You agree to:(a)comply with the User Guides and procedures that we make
available to you;(b)take reasonable steps to safeguard the confidentiality and security of the Password,the
User Guide,and any other proprietary property or information we provide to you in connection with the
Services;(c)limit access to your Password to persons who have a need to know such information;(d)closely
and regularly monitor the activities of employees who access the Services;(a)notify us immediately if you have
any reason to believe the security or confidentiality required by this provision has been or may be breached;and
(f)immediately change your Password if you know or suspect that the confidentiality of the Password has been
compromised in any way. Our security procedures are not designed for the detection of errors(e.g.,duplicate
payments or errors in your funds transfer instructions).We will not be obligated to detect errors by you or others,
even if we take certain actions from time to time to do so.
You agree to change any temporary Password we give you promptly after you are given access to the Services
for the first time and whenever anyone who has had access to any Password is no longer employed or
authorized by you to use the Services.For security reasons,you also agree to change the Passwords you
assign to your employees on a regular basis,but no less frequently than every 120 days.We may require you
to change your Password at any time.
As an alternative to verifying transactions by means of a Password,we may elect to verify the authenticity or
content of any order or instruction by placing a call to any authorized signer on your account or any other
person designated by you for that purpose.We may deny access to the Services without prior notice if we are
unable to confirm to our satisfaction any person's sothonty to access the Services or if we believe such action
is necessary for security reasons.
Treasury Management Services Agraement/5200.3014 Page 1 of 20
Revved 04.272016
ANC OF
CALIFORNIAC TREASURY MANAGEMENT SERVICES AGREEMENT
Each time you make a transfer or payment with a Service,you warrant that our security procedures are
commercially reasonable(based on the normal size,type,and frequency of your transactions).Some of our
Services allow you or your Administrator to set transaction limitations and establish internal controls.Your
failure to set such limitations and implement such controls increases your exposure to,and responsibility for,
unauthorized transactions.You agree to be bound by any transfer,instruction or payment order we receive
through the Services,even if it is not authorized by you, if it induces your Password or is otherwise processed
by us in accordance with the security procedure designated for the Service.
Your Internal Secants:You agree to establish,implement,maintain and update(as appropriate)policies,
procedures,equipment and software("Internal Security Controls")that,with respect to the initiation,
processing and storage of ACH,wire and other transactions,will:(a)protect the confidentiality and integrity of
non-public personal information,Including financial information,of a natural person used to create or contained
within an ACH or other Order and any related addenda record('Protected Information)until its destruction,
(b)protect against anticipated threats or hazards to the security or integrity of Protected Information until its
destruction,(c)protect against unauthorized use of Protected Information that could result in harm to a natural
person,and(d)comply with all applicable regulatory guidelines on access to and security for the systems you
use to initiate,process,and store ACH,wire and other transactions.
Your Internal Security Controls must also safeguard the security and integrity of your computer system and
information from unauthorized use,intrusion,takeover or theft,and prevent your Password from unauthorized
discovery or use(collectively"Internal Security Breaches').You bear all risk of fraudulent transfers and other
losses arising from your Internal Security Breaches or from the interception of your communications prior to
their receipt by us(collectively'Internal Security Losses").We will not reimburse you in connection with
Internal Security Losses.You agree that we are authorized to execute,and it is commercially reasonable for us
to execute,any instruction received by us with your Password.You are encouraged to consider purchasing
insurance to cover your Internal Security Losses. Please see your User Guides for suggestions on the Intemal
Security Controls that you should consider to protect your system from Internal Security Breaches.
You remain solely responsible at all times for your Integral Security Controls, Internal Security Breaches and
Internal Security Losses.Although we may employ various systems and procedures from time to time to
prevent losses to us,we assume no obligation for Internal Security Breaches or Internal Security Losses,
provided we have wed in accordance with this Agreement and/or instructions that are accompanied by your
Password.
3. Your Administrator.You may appoint an individual(an"AdministratoY')for certain Services with the authority
to determine who will be authorized to use the Services on your behalf.Your Administrator can establish
separate Passwords for you and each user,as well as limits on each user's authority to access information and
conduct transactions.You are strongly encouraged to use these controls to help reduce losses or damages that
may arise out of improper or unauthorized use of a Service by designated users and others.You assume sole
responsibility for the actions of your Arm inislrator,the authority he or she gives others to act on your behalf,
and the actions of the persons designated by the Administrator to use the Services.We strongly recommend
that you impose a dual control environment in connection vdth the transmission of check issuance data and
payment instructions. If you elect not to do so,you agree to be subject to a higher standard of care with respect
to your accounts,transactions and statements.
You or your Administrator will need to designate which accounts will be utilized for Service payments and
transfers. If your Administrator designates an account that requires more than one signature for the withdrawal
or transfer of funds,you agree that we may act upon any Service instruction that is accompanied by the
Password designated by you or your Administrator for that account and the Service in question. Note:This may
mean that we will act upon the instruction of only ONE person(e.g.,to wire funds),even though the signature
card for the account in question requires two or more signatures on checks.As long as an instruction is
accompanied by the designated Password,the transaction will be deemed authorized by you.
It is your responsibility to understand the capabilities built into each Service to prevent unauthorized
transactions,and to decide which accounts and Services to link to each Password.You should keep in mind
the importance of separation of duties as a means for protecting yourself against losses or damages.You have
reviewed the relevant security procedures and have determined(based on the type,frequency and amount of
transactions you will have with us)that they are a commercially reasonable means of protection against
unauthorized transactions and potential losses.
Treasury Management Services Agreamem l U00301 a Page 2 or 20
Raviseaoa2ugte
BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
4. Accounts.You will need to designate certain accounts for specific purposes in connection with some of the
Services. If you fail to do so,we may designate the accounts.Your Service application or setup form may list
certain accounts that you wish to access with the Services. If it includes the accounts of your parent company,
subsidiaries or affiliates,you warrant that they have authorized you to access their accounts through the
Services in the same manner as your own accounts.You agree to provide us with their written authorization, in
form and substance acceptable to us,evidencing that authority,and to notify us immediately in writing of any
change to that authorization.
OUR SERVICES
We may offer the following Services to you separately or as part of a suite of Services.
5. Online Banking Service.With this Service,you can check your account balances,review transactions
histories,stop payment on checks,and transfer funds between your designated accounts with us.
Account Information:You can obtain balance and other account information online.Since certain information
and transactions are not processed by us unfil after the close of our business day,some transactions may not
be reflected in the system until the next business day. Posted items may be reversed due to insufficient funds,
slop payment orders,legal process,and other reasons.Certain balances also may not be subject to immediate
withdrawal.We assume no responsibility for any loss arising from incomplete information or for any temporary
interruption in our information Service.
Account Transfers:You can use this Service to transfer funds between your designated accounts with us(See
the"Funds Transfer Services(W ire/AC Wlntemal Transfers)'section for additional details).
E-Statements:EStatements offer you a convenient way to view,save and print your monthly statements over
the internet.If you elect to receive E-Statements,we may discontinue sending written statements to you.This
Includes,but is not limited to,ongoing disclosures currently provided on the back of your paper statement,
notices posted as messages on the face of the statement,and all notices or other communications that
accompany mailed statements.You will be deemed to receive E-Statements when they are made available to
you.
Stor Payment Orders:You can use this Service to stop the payment of a check and certain other transactions
(See the"Stop Payment Service'section for additional details).
Assistance:If our on-line system is not available for any reason,you can contact us during our regular business
hours at 1-655351-2262 for assistance.
6. Bill Payment Service.This internet-based Service allows you to make cement,future and recurring payments
to others from one or more of your designated Bank checking accounts.Payments cannot be made from a
money market or savings account,and requirements for dual signatures on checks do not apply to the Service.
Eligible Payees:We reserve the right to determine who may be a payee.You may only designate payees with
United States addresses.
Initiating Payments:To initiate a payment,you must specify the person or business you are paying,the
payment date(up to 365 days in the future),the amount to be paid,and(if you have one)your account number
with the payee.The fret time you request a payment to be made to a payee,you must also specify the payee's
address and the number of the account from which the payment is to be made.We may modify the payee
address to accommodate special processing requirements.For security reasons,we may limit the amount of
bill payments permitted.We may change the limit from time to time without advance notice to you. If you need
to make a payment exceeding the amount permitted,please contact your account officer for assistance.
We will make a payment on the business day you instruct us to make the payment(the-Payment Date")either
by initiating an electronic payment or by mailing a check to the payee.We may require that you schedule your
payment up to five business days before the Payment Date.ff,however,you use our same day service,
overnight service,or our system determines that a payment can be made electronically that period may be
shorter.You will see the earliest available Payment Date when you schedule your payment.Once you schedule
a payment,we may deduct the payment amount from your account or place a hold on that amount,even if a
payment check has yet to be presented to us for payment.We may refuse a payment request if there are not
sufficient collected and available funds in your account on the date we initiate the transaction or on the payment
date.Note:There is an additional fee for payments made with same day or overnight services.
We may reject any payment request with or without cause or prior notice. If we do,we will nolNy you promptly of
the rejection orally,electronically or in writing.
Treasury Maregemenlaewic sAgreemant/5300W14 Page 3 or 20
Revised 04.2>.2016
BANC OF
CALIFORNIA TREASURY MANAGEM ENT SERVICES AGREEMENT
Errors in Your Instructions:If you give us a payment instruction that is incorrect in any way, you agree that we
may charge your account for the payment,whether or not the error could have been detected by us.We are not
obligated to detect errors in your payment inspections or to bring apparent errors to your attention.
Before you log off this Service,you should verify that the payments you scheduled appear in'Scheduled
Payments.'ff you are disconnected from our web site while you are requesting a payment,please log on again
to verify it the transaction was completed.You authorize us to pay any duplicate payments you issue.
Scheduling Payments:You should schedule payments sufficiently in advance to ensure that they are received
and credited by your payee by the payment due dale.We recommend that you schedule the Payment Dale at
least seven full business days prior to the date the payment is dueyour payee without assiand to any grace
period.Although we may be able to pay certain payees electronically(via ACH)on the scheduled Payment
Date,it could take longer for payments sent by mail.
It is your responsibility to request that payments be made in such a manner that they will be paid on time.You
are solely responsible for any damages,such as late fees,that may be imposed as a result of your failure to
idenfihj the correct Payment Dale and transmit your payment instruction to us in a timely manner.
Although you can enter a payment request 24 hours a day,7 days a weak,transaction requests that we receive
after our processing cutoff hour or on a non-business day may be deemed received by us as of the next
business day. If you direct us to make a payment on a day other than a business day,we may initiate the
payment on the following business day.
Payees may require extra time to post a payment to your account because they do not receive a payment
coupon or invoice number with the payment.Some payees disclose the extra processing time they require to
post payments that do not include a payment coupon or invoice,but others do not. It is your responsibility to
determine whether a payee needs or requires extra time to process payments received through the Service.
We do not recommend that you use this Service to pay your federal,state or local taxes,courts or other
governmental entities.Those payees normally require an accompanying coupon,which cannot be provided via
the Bill Payment Service.
Recurring Payments:You may use the bill payment function to arrange for the automatic payment of bills that
have a fixed frequency and amount.Once your automatic bill payment arrangements are established,they will
be made without the need for further requests by you. If the scheduled Payment Date for an automatic payment
falls on a weekend or holiday,the payment may be made the following business day.
Changing or Canceling Payments:Except for same day service payments,you may cancel or change any
scheduled payment by giving us an instruction through the Service.We must receive your cancel or change
instruction before our cutoff hour the business day prior to the scheduled Payment Date.You cannot delete or
change a same day service payment after it is submitted to us.
Termination: If you or we terminate your use of the Service,we may delete all outstanding payments(both one-
time and recurring).We are not responsible for any fixed payment made before we have a reasonable
opportunity to act on your termination notice.
7. Funds Transfer Services(Wire/ACH/Internal Transfers).We offer funds transfer Services that allow you to
make payments to others and to transfer funds between accounts through the Automated Clearing House
('ACH"),by wire,or by internal transfer.
Your Payment Orders:When you transmit a transfer or payment request('Order"),you authorize us to charge
the designated account for the amount indicated.To ensure that your ACH transactions are timely,you should
submit ACH consumer credit Orders to us two business days before the payment date and all other ACH
Orders one business day prior to the payment date.You agree not to submit ACH debit Orders for accounts
receivable,represented check,international,backoffce conversion,telephone-initiated,Internet-initiated,or
pointof-purchase entries without our prior written consent.
Your Orders must comply with the form,format,content and other requirements set forth in your User Guide,
the Rules(as defined below)(rf applicable),and any security procedures that we establish for the Service.We
are not responsible for detecting or rejecting duplicate Orders. If you give us an Order that is incorrect in any
way,you agree that we may charge your account for the payment whether or not the error could have been
detected by us.
You must accurately describe transaction beneficiaries,intermediary financial institutions,and the beneficiary's
financial institution in your Orders. If you describe any beneficiary or institution inconsistently by name and
number,we and other institutions may process the Order solely on the basis of the number,even if the number
identifies a person or entity different from the named beneficiary or institution.
Treasury Mana,ementSevices Agreement 15200.W14 Page 4 of 20
R ise00027.2016
BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
You will not allow others to initiate Orders on your behalf without our prior written consent.You will be solely
responsible for the acts and omissions of such agents.You agree to indemnify,defend and hold us harmless
from any actions,claims,proceedings,damages,losses and costs which you or we incur as a result of their
actions or omissions.
Available Funds:We may refuse an Order if there are not sufficient collected and available funds in your
account on the date we initiate the transaction(usually the day we receive your file—See your User Guide for
toll details).ACH credit transactions typically must be prefunded two business days prior to the settlement date.
We may place a hold on funds pending our processing of your Order.Nothing In this Agreement,or any course
of dealing between us,shall be construed as our commitment or obligation to lend money to you.We may
discontinue processing transactions without adequate pretending at any time and without prior notice to you.
ACH Transaction Rules:You agree to comply with the operating rules and guidelines(collectively,the"Rules")
of NACHA when you conduct transactions through the ACH.You can obtain a copy of the Rules at
oubs.nachaere or by telephoning NACHA at 800487-9180.
ACH Pre-notification Entries:You must submit ACH pre-notication entries if required by us or the Rules.If a
pre-notification entry is rejected for any reason,you may not initiate a corresponding entry until the cause for
the rejection has been corrected and another pre-notification has been submitted and accepted.You may
initiate entries to a receivers account no sooner than six banking days following the settlement date of your
pre-notifficatiun entry.
Foreign Transfers: ff your Order involves a foreign transfer,we may execute the Order in the currency of the
country of the payee's financial institution at either our buying rate of exchange for U.S.dollar transfers or the
exchange rate of the payee institution. If the transfer is returned for any reason,you agree to accept the refund
in U.S.dollars in the amount of the foreign money credit,based on the current buying rate on the day of the
refund,less any charges and expenses incurred by us.Foreign transfers may be subject to delays,changes in
foreign currency exchange rates,and charges imposed by other financial institutions.A portion of those
charges may be shared with us.
Authorization and Record Retention:You may initiate ACH and drawdown wire Orders only with the prior
authorization of the owners of the accounts affected by such Orders.You agree to maintain a record of each
authorization for a period of two years following its termination,and to provide us with a copy upon request.
Unless we agree otherwise,you will not submit ACH debit Orders to celled funds for checks or other paper
items which have been dishonored and returned for any reason,even 9 such represented check Orders are
permitted under the Rules.
Internal Transfers:Transfers between your deposit accounts with us are subject to the terns of your account
agreement.Although you may instruct our online system to make transfers between your accounts at any time
on any day,transfers occurring after our Service cutoff hour or on non-business days may not be posted until
the next business day.
Transaction Limits and Safeguards:You agree not to exceed the transaction limits we establish from time to
time for your account or any Service.You agree that you will not allow anyone to initiate Orders without proper
supervision and adequate safeguards,and that you will regularly audit the actions of your Administrator and
authorized representatives.
Cancellation and Amendment of Orders:You may not cancel or amend an Order after we receive it. If we
attempt to reverse an Order at your request,we assume no liability for any Interest or losses that result if the
reversal is net effected.You agree to intlemntty,defend,hold harmless and reimburse us for all expenses,
losses,claims,actions,proceedings and damages we incur in effecting or attempting to effect any reversal.
You are solely responsible for providing notice to receivers that a reversal is being transmitted and the reason
for the reversal no later than the settlement date of the reversing entry.
Refusal of Orders:We may refuse any Order with or without cause or prior notice.For example,we may refuse
an Order if there are not sufficient collected and available funds in your account on the date we initiate the
transaction or on the settlement date.We may notify you of such refusal electronically,in writing,by telephone,
or otherwise no later than two business days after the date an ACH Order was to be effected(one business day
for wire Orders).We are not required to pay you interest on a rejected Order for the period from refusal of the
Order to your receipt of the notice of refusal.
Notice of Returned Orders:We may notify you electronically,in writing,by telephone,or otherwise regarding
any Order that is rejected or returned for any reason.We will send our notice no later than two business days
after the business day we receive notice of a return.We will not be obligated to credit your account with any
interest,unless the return is caused by our failure to properly execute the Order.We may attempt to remake the
Order if the return is due to our error and we have sufficient data to remake the Order.
Treasury Mmugerrimt aervkea Ag.rni 52003014 Page5of20
Revleed 04.272016
/ �. BANC OF
! TREASURY MANAGEMENT SERVICES AGREEMENT
CALIFORNIA
Notices and Statements:Information on transfers to or from your accounts will be reflected on your periodic
statements and may be available to you or-fine.We are hot required to provide you with any other notice of the
receipt,transmittal or debiting of Orders.Please note that,although we may issue an online ACH or wire
confirmation number for tracking purposes,it does not mean that your Order meets our requirements or will be
processed.
Provisional Credit:Credit for an ACH transfer is provisional until the receiving financial institution obtains final
settlement.If final settlement doesn't occur,the originator of the transfer is not deemed to have made payment
to the beneficiary,and the beneficiary's bank is entitled to a refund of the provisional credit.
Unauthorized Order:We may process any Order(Including an amendment or cancellation Order)we believe is
transmitted or authorized by you 0 we act in compliance with the security procedure(including any callback
procedure)agreed upon by you and us.Such Orders will be deemed effective as If made by you,and you will
be obligated to pay us in the amount of such Orders,even though they are not transmitted or authorized by
you.We strongly recommend that you impose a dual control environment in connection with the transmission
and confirmation of Orders. If you elect not to do so,you agree to be subject to a higher standard of care with
respect to your accounts,transactions and statements.
8. Remote Deposit Capture Service.You can use this Service to scan images of checks and other items
("Checks")and then transmit those images and other data to us electronically for deposit to your account.The
Checks will than either be processed electronically or converted to substitute checks('Substitute Checks")
based on the information you provide.
Eauioment and Software:We may provide you with equipment and/or software(collectively,"Equipment')that
you can use to scan and transmit images of the front and back of Checks and other information(e.g.,MICR line
data)to us.You will be responsible for all other materials necessary for the Service,such as a telephone,
terminal,modem, Internet connectivity,censumables(e.g.,ink cartridges and other supplies),and computer.
You may use the Equipment only for the purpose of processing Checks and information in the manner
permitted by this Agreement.You may not:(a)use the Equipment to process Checks through other institutions;
(b)use the Equipment at a location other than your regular place of business;(c)perform or allow others to
perform alterations or repairs to the Equipment without our written consent;or(d)attempt to bypass or disable
any security feature of the Equipment.When this Agreement ends,your right to use the Equipment also will
terminate automatically.You must maintain the Equipment we provide to you in goad condition,subject to
normal wear and tear,and return it to us at the address we direct.
Except for Equipment that we provide to you and agree to maintain,we will not be responsible for repairing or
replacing defective Equipment.We also assume no responsibility for any computer virus or related problems
that may occur with your use of this Service,whether you obtain equipment or software from us or from a third
party.
Using the Service:You agree to:(a)only use equipment and software that meet our Service specifications,as
they change from time to time;(b)follow our Service instructions for capturing and transmitting Check images
and other information to us;(c)ensure that you or your scanning equipment clearly print"For Deposit Only to
Account[insert your account number with us]"or similar wording above the endorsement on all Checks and
"Converted to Electronic Check"or similar wording is clearly stamped or printed on the face of all Checks;(d)
view each Check as it is scanned to ensure that the images(front and back)are being captured and accurately
and legibly depict all information on the original Check;(a)retain original Checks for no more than 45 days;(f)
no later than the 45th day,promptly destroy(by shredding)the original Checks;(g)adopt commercially
reasonable security procedures in connection with the storage and destruction of original Checks and any
copies of such Checks;(h)allow us to examine the physical location where you capture and transmit Check
images and store original Checks to confirm your compliance with this Agreement;(i)adequately train your
employees on the use of the Service and evaluate the need for separation of employee duties to reduce the
risk of fraud;0)allow us to inspect any audit report related to your operational process for the Service;and(k)
provide us wAth the original Check(if it is within your possession)or a sufficient copy of the Check within 5
business days of our request.A"sufficient copy"of a Check is a paper reproduction of an original Check that
accurately represents all of the information on the front and back of the original Check as of the time the image
was transmitted to us by means of this Service.Once you transmit Check information to us,you agree that you
will not attempt,directly or indirectly,to negotiate,deliver,transfer or deposit the original Checks(or copies of
such Checks,whether in paper or electronic form)with us or others.
Certain Checks Not Permitted:You may use the Service only to process the deposit of original paper Checks
that are payable to you.Unless we specifically agree otherwise in writing,you may not use the Service to
deposit:(a)Checks payable to a third party;(b)demand drafts or remotely created checks(i.e.,checks lacking
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the original signature of the dmwer);(c)substitute checks(i.e.,paper checks created from an electronic image);
(d)Checks that are irregular in any way(e.g.,where the numerical and written amounts are different);(a)
Checks that have previously been returned unpaid for any reason;(f)Checks that are postdated or more than 6
months old;(g)Checks drawn on a foreign bank or payable in a foreign currency;(h)Checks payable to°Cash,'
(i)Checks issued by you or any company affiliated with you through 20%or greater common ownership or
control;0)registered government warrants;(k)any Check that you suspect is fraudulent or not properly
authorized;or(p any Check or Checks that exceed the transaction limitation(s)that we establish from time to
time.Our processing of any of the Checks described above shall not obligate us to continue that practice,and
we may stop doing so without cause or prior notice.
We may refuse any Check for deposit,with or without cause,or may elect to take a Check on a collection basis
only.If we accept a Check for collection,we will send it to the institution upon which it is drawn,but will not
credit your account for the amount until we receive the funds from the other institution.If we elect to credit your
account before then,we may charge the amount back against your account it we do not receive payment for
any reason.Please see your account agreement for other restrictions on deposits.
Your Representations:You represent and warrant the following with respect to each Check that you transmit
electronically to us:(a)you have the legal right to accept the Check for deposit and negotiation,regardless of
the name of the payee shown on the Check;(b)the images and information that you transmit accurately
represent all of the information on the front and back of the original Check,including(without limitation)all
endorsements,at the time of transmission;(c)you have not taken any action that would obscure,altar or impair
the capture or transmission of information on the front or back of the Check or that otherwise may prevent us or
another institution from capturing or processing such information;(d)you make all warranties that would
otherwise apply to the Check It it had been a paper item deposited with us;(a)you make all encoding,transfer,
presentment and other warranties that we(or any correspondent bank we use)are deemed to provide to others
(e.g.,as a reconverting bank)under any law,clearing house rule,or image exchange network or agreement to
which we are a party;(f)the Check will not be presented for deposit or payment more than once;(g)you will not
submit files with malicious code;and(h)if we agree that you may process previously truncated and reconverted
substitute checks through this Service,you will ensure that the idenlification of previous truncating and
reconverting banks are preserved and that returned substitute checks meet the requirements for legal
equivalency under Federal Reserve Regulation CC.
Hours of Operation:The Service can be utilized 24 hours a day,seven days a week,except when our system
is unavailable due to needed maintenance or system outages.Deposit information received on or after our
Service cutoff hour(which we may change from time to time)or on a Saturday,Sunday,state banking or federal
holiday,may be deemed received by us as of the next business day.We are not responsible for the
unavailability of the Service or any damages that may result from its unavailability.If the Service is not available
for any reason or a Check cannot be processed by means of the Service,you may deposit your Checks directly
with your branch of account.
Confirmations:Although we will not send you a confirmation for each Check we receive,you can use our online
service to confirm our receipt of your batch file.ff Check information received by us is not complete or cannot
be processed by us for any reason,we may reject the deposit,notwithstanding any file receipt information
shown at our websfte,and charge the amount back against any provisional credit to your account.
Returned Checks: If a Check is returned unpaid to us for any reason,we may return it to you in the form of a
Substitute Check. If you decide to redeposit the returned item,you may only redeposit the Substitute Check;
you may not deposit the original Check.
Availability:If we receive your Check information on a business day before our Service cutoff hour,we will
consider that day to be the day of your tleposit. If we receive your transmission after our cutoff hour or on a
non-business day,we may treat the deposit as received the next business day. If the drawee of a Check or
another third party makes a claim against us or seeks a re-credit with respect to any Check processed through
this Service,we may provisionally freeze or hold aside a like amount in your account pending our investigation
and resolution of the claim.We also may charge your account for any Check that Is returned,whether or not the
return is timely or proper.
Indemnification:You will indemnify,defend,and hold us harmless against any and all actions,proceedings,
liabilities,losses,costs(including attorney's fees)and claims,including(without limitation)warranty claims,that
result from or arise in connection with:(a)our processing of Checks in accordance with this Agreement or your
instructions;(b)your actions or omissions, including your breach of any representation or failure to comply with
this Agreement;(c)any modifications or changes you make fo the Equipment without our written consent;(d)
any misuse of the Equipment by you,your employees or agents;(a)your failure to comply with applicable state
and federal laws and regulations;(f)actions by third parties,such as the introduction of a virus,that delay,alter
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or corrupt the transmission of Check images or information to us;or(g)any claim by a recipient of a substitute
check corresponding to a Check processed through the Service,that the recipient incurred a loss due to(1)the
receipt of the substitute check instead of the original Check,or(ii)multiple payments with respect to the same
original Check,based on any combination of the original Check,the substitute check and/or any paper or
electronic copy of either.
9. Positive Pay Service.This Service provides you with a way to identify and prevent the payment of checks that
you have not authorized.
Issued Check File:You agree to provide us with a list of the serial numbers,issue dates and the exact amounts
(dollars and cents)of the checks that you have issued("Issued Check File*).We will match the check numbers
and amounts against items presented to us through normal interbank check clearing procedures(e.g.,local
clearinghouse,Federal Reserve,or direct send presentment cash letter)("Presented Checks").You authorize
and instruct us to pay Presented Checks that match the serial numbers and amounts set forth in an Issued
Checks File received by us in your name,without further investigation or review by us.You agree that:(a)
Presented Checks that match the check numbers and amounts are,and should be treated by us as,property
payable;(b)we have no duly to inspect Presented Checks for unauthorized or improper signatures or
alterations or otherwise to take steps to determine whether they are properly payable;and(c)we may compare
Issued Check File information with information that is encoded on Presented Checks.
We assume no duty to identify and/or return duplicate checks,checks with duplicate serial numbers, miscoded
items,checks with non-matching issue dates,or checks lacking an encoded serial number.We will not be
required to physically examine matching checks to confirm that they are property signed,completed and
encoded.You agree that we may rely on the process described above and that it will be deemed an acceptable
standard of care for this Service and your account.
Return of Presented Checks if No Issued Check File:All items presented for payment against your accounts
w 1 1 1 be deemed to be unauthorized and will be dishonored and returned without payment unless they
appear as part of a Issued Check File received by us in a timely manner(or are an Exception Check subject to
a Pay decision,as described below).You agree that we may return all items,and that our dishonor of them will
not be wrongful,unless they appear as part of an Issued Check File or a Pay decision that we have received in
time for us to act. In these circumstances,even a properly payable item may be returned.You agree that this is
acceptable to and authorized by you,and you waive any right you may have to claim that the dishonored ttem
was properly payable.
Exception Checks: If you submit a Check Issued File and there are Presented Checks that do not match the
information you provide in the file,we will treat them as exceptions("Exception Checks"),We will return all
Exception Checks unless we receive a Pay decision on the items by our cutoff hour on the business day the
checks are first reported in an Exception Check Report. If you take no action on an Exception Check Report or
on any individual Exception Check or your Pay decision is not received by us before our cutoff hour,we will
return said checks.We will send you an e-mail if there are Exception Checks.The e-mail notice will inform you
that an Exception Check report('Exception Check Report")may be accessed using the Service.The e-mail
notice will be sent to the most current e-mail address we have for you in our Service files.This could be the
address of your Administrator or another User.You agree to ensure that the appropriate e-mail address is kept
up-to-date and is accurate at all times.
Items Not Covered:This Service does not match your Checks Issued File information against items that have
been finally paid(e.g.,checks presented over-the-counter at one of our branches).Accordingly,finally paid
items are not included in Service reports and wi11 not show as Exception Checks.This Service also does not
cover checks that we are committed to honor or pay under the applicable laws,regulations or roles governing
such items.
Stale-Dated and Postdated Checks:We may pay stale-dated and postdated checks unless you place a stop
payment or postdated check order on such items,remove them from your list of checks approved for payment,
or fail to nottiy us through this Service not to pay the items.
Reviewing your Exceptions:You will review your Exception Checks and provide us with your"Pat/'or"Return"
decisions no later than our cutoff hour each business day,whether or not you receive an e-mail notification from
us.You understand and agree that it is your responsibility to monitor the Exception Checks each business day,
and that our e-mail notification is a customer service that may or may not be completed;the notice is not a
prerequisite to your obligation to review Exception Checks each day and provide'Pai or*Return'instructions
to us if there are any Exception Checks.
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Return of Exception Checks:We will return all Exception Checks unless we receive a Pay decision on the items
by our cutoff hour on the business day the checks are fret reported in an Exception Check Report. ff you take
no action on an Exception Check Report or on any individual Exception Check,or your Pay decision is not
received by us before our cutoff hour,we will return said checks).
Payment of Exception Checks:If we pay an Exception Check in error,we will be liable to you for the lesser of
the amount of the wrongfully paid Exception Check or the actual damages you suffer from our payment of the
Exception Check,However,if payment of the Exception Check discharged an indebtedness or obligation of
yours and because of this you have no actual damages or reduced damages,then you agree that our liability to
you is reduced to the same extent.
Faulty Information:You agree to provide check information to us in the form,formal and manner that we
specify.You assume full responsibility for the completeness and accuracy of all information furnished to us.
You understand that It is important for the information to be exact(for example,the correct amount of an item
must include both dollars and cents).Our willingness to process nonconforming information will not be
considered a waiver of any requirement of this Agreement,and we may discontinue processing nonconforming
information without prior notice.
Stop Payment:This Service is not a substitute for placing a stop payment order on checks.Any stop payment
or return instructions that you give to us will be governed by your account agreement and the other provisions
of this Agreement.
10. Payee Positive Pay Service-This Service is identical to the Positive Pay Service,with the added benefit
which allows you to include Payee name as part of the Issued Check File which is also venfed.
11. Sweep Account Service.This Service allows you to ensure that funds are not standing idle in multiple deposit
accounts.We will transfer funds between your designated accounts at the and of each business day to
maintain the target balance(s)you designate.Available options of this Service include Maximum Balance
Sweep,Minimum Balance Sweep,and Target Balance Sweep.
Maximum Balance Sweep:With this option you designate a maximum target balance that you would like to
keep in your primary account.When the collected balance in your primary account exceeds the maximum
target balance at the end of any business day,excess funds are automatically transferred into your designated
secondary account.
Minimum Balance Sweep:With this option you designate a minimum target balance that you would like to keep
in your primary account.When the balance in your primary account falls below the minimum target balance at
the end of any business day,collected funds are automatically transferred from your designated secondary
account as needed to maintain the minimum target balance In your primary account.
Zero Balance Sweep:This option allows you to pay checks or other debits while maintaining a pre-established
minimum balance or zero balance in your primary account.Al the end of any business day collected funds are
automatically transferred from your designated secondary account as needed to cover any checks or other
debits that are presented against your primary account.When deposits are made to your primary account,
collected funds are automatically transferred to your secondary account at the end of each business day.
B-gifusak We may refuse to transfer funds if:(a)the transfer would exceed the transaction limitations of an
account;(b)the funds are subject to a hold,setoff,third-party claim,dispute,legal process,or are otherwise
unavailable for transfer;(c)there are insufficient funds to make the transfer;or(d)you are in breach of your
account agreement or any other agreement with us.
Other Transfer Agreements: If you have arranged with us to have funds transferred to or from your deposit
account(s)by means of another service,we may conduct transfers in accordance with these terms before or in
lieu of making transfers under the other service.You agree that we will not be in default of the agreement for
the other service as a result.
Overdrafts:We may sweep funds before or after other transactions at the end of the business day.We may
also debit your deposit account in accordance with these terms even though,subsequent to such debit,the
account becomes overdrawn as a result of additional transfers or withdrawals from the account,the return of
unpaid checks,the imposition of Peas,or any other cause. If that occurs,you may be assessed our then-
prevailing overdraft charge.
12. Credit Sweep Service.This Service allows you to automatically obtain advances from or make payments to
your line of credit with us.We will transfer funds between your designated deposit account and line of credit at
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the end of each business day to maintain the target balance you designate.Available options of this Service
include Excess Balance Sweep and Deficiency Sweep.
Excess Balance Sweep:With this option you specify a maximum target balance that you would like to keep in
your designated deposit account.At the end of each business day,we will determine whether the collected
balance in your deposit account exceeds the target balance(an"Excess Balance').ft we determine there is an
Excess Balance,we will transfer from your deposit account to your line of credit the lesser of(a)the amount of
the Excess Balance,or(b)the outstanding principal balance of the line of credit plus all interest,fees and
charges then outstanding on the line of credit.
Defcilinci Sweep:With this option you specify a minimum target balance that you would like to keep in your
designated deposit account.At the end of each business day,we wit determine whether the collected balance
in your deposit account Is less than the target balance(a"Oeficlenci If we determine there is a Deficiency,
we wil I transfer from your line of credit to your deposit account the lesser of(a)the amount of the Deficiency or
(b)the amount that is available to be borrowed under the line of credit. In addition to other permissible method
for making an advance against your line of credit,you authorze us to make advances against your line of credit
as needed for any Deficiency sweeps In connection wth this Service.
Refusal:We may refuse to transfer funds if:(a)the transfer would exceed the transaction limitations of an
account;(b)the funds are subject to a hold,setoff,third-party claim,dispute,legal process,or are otherwise
unavailable for transfer;(c)there are insufficient funds available to make the transfer,(d)we determine that
funds are unavailable pursuant the terms of your line of credit or any other agreement with us;or(a)you are in
breach of your line of credit or any other agreement with us.
Other Transfer Agreements:If you have arranged with us to have funds transferred to or from your deposit
account or line of credit by means of another service,we may conduct transfers in accordance with these terms
before or in lieu of making hansfers under the other service.You agree that we will not be in default of the
agreement for the other service as a result.
Overdrafts:We may sweep funds before or after other transactions at the end of the business day.We may
also debit your deposit account in accordance with,these terms even though,subsequent to such debit,the
account becomes overdrawn as a result of additional transfers or withdrawals from the account,the return of
unpaid checks,the imposition of fees,or any other cause.If that occurs,you may be assessed our then-
prevailing overdraft charge.
13. Lockbox Service.With this Service we will process checks,drafts and other payment instruments("Checks')
which you receive by mail from others('Customers")by:establishing a post office box address("Lockbox")
where Customers may mail Checks to you;arranging for the pickup of such Checks each business day;
endorsing Checks on your behl depositing the Checks to your designated account("Accoul and
providing related accounting and record keeping services.We and our Service providers will have exclusive
and unrestricted access to the mail at the Lockbox as your agent.
Processing Options/Set Up:Before the Service begins,we may ask you to designate the procedures that you
would like us to follow in processing Lockbox payments(e.g.,the handling of irregular items).Any change to
those processing opmris must be approved by us in writing.We and our agents may act on any instructions
that:(a)purport to be made in your name;(b)reasonably appear to be made by a person that you have
designated(e.g.,on a setup form for this Service)to give Service instructions;and(c)are provided in
accordance with our Service procedures.
Changes Affecting Our Service:You agree to notify us at least 30 days in advance of any material change in
your business,name,remittance procedures,statements,Customer invoices or billing schedule that may affect
our processing of payments or substantially increase the volume of payments received through the Lockbox.
Instructions to Customers:Once we notify you that we are ready to begin the Service,you may direct
Customers to mail payments to you at the Lockbox.You will instruct Customers not to send cash,returned
merchandise,notices,communications or other materials(not previously approved by us in writing)with their
payments to the Lockbox.Unless we agree otherwise in writing,we assume no duly to you or others with
respect to such items and may return them to the sender or forward them to you at your sole risk and expense.
We have no obligation to respond to Customers regarding billing disputes,and you agree not to advise
Customers to contact us with respect to their payments or this Service.
Our Processino of Checks:We will collect mail from the Lockbox at least once each business day and wit
process the contents in accordance with the instructions that you and we have agreed upon in writing(e.g.,in
the setup forth for the Service).You authorize us to endorse Checks that are sent to the Lockbox and to deposit
payments received through the Lockbox to your Account.
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We may accept Checks for deposit without endorsement and regardless of any difference between the name of
the payee and your legal or fictitious business name.You will be deemed to warrant the endorsement of all
Checks that we receive through the Lockbox,as well as your night to receive such items for deposit to your
Account. If we process a Check payable to a third party,you warrant to us and to any correspondent institution
that we may use that you are authorized to deposit the Check to your Account.You also agree to indemnify us
and the correspondent institution against any claim for breach of warranty.
We will deposit Checks to the Account in accordance with the terms of your Account agreement,but reserve
the right to reject irregular items and/or to receive certain items on a collection basis only.Payments received
on a Saturday,Sunday or holiday,or after our Service cutoff hour on a banking day,may be processed by us
on the following banking day.
Neither we nor our Service providers will be responsible for any loss,delay,cost or liability which arises,directly
or indirectly,in whale or in part,from any Check that is lost,destroyed,or misplaced while in transit before the
Check physically arrives at the premises of the Bank or our Service provider.In no event shall we be liable for any
loss of cash that a Customer alleges has been sent to the Lockbox.
Irreautar Items:We may reject Checks for deposits that are irregular in any way.Unless we agree otherwise in
writing(e.g.,in your setup form),we may process,send for collection,or forward to you for disposition:Checks
that contain discrepancies(e.g.,a difference between the written and numerical amounts),postdated Checks,
stale dated Checks,Checks bearing payee names different from your name(or any fictitious or other business
name that you provide us for that purpose),Checks that do not bear the drawer's signature,Checks that appear
to be altered,Checks drawn on a foreign bank or in a foreign currency,and other irregular items. If we agree to
reject checks that are irregular in any way,we will attempt to catch such irregularities,but assume no
responsibility for our failure to do so.
We assume no obligation to identify and/or return items bearing notations such as"Payment in Full."[Note:
Some Customers imprint such notations on checks as a normal business practice.We generally process such
items.]Unless we agree otherwise in writing,we assume no duty to confirm that any payment equals the
amount of any accompanying payment coupon,statement or invoice.You agree not to send or have others
send registered warrants,remotely created checks or demand drafts(items that do not bear the makers
signature, but purport to be authorized by the maker)to the Lockbox.
Record of Payments:We will make a copy or record of each Check processed pursuant to this Service and will
retain the record for several years.At your request and expense,we will prepare copies of Checks for you.You
acknowledge that microfilm or image processing is subject to error on occasion and agree to hold us and any
third party processor we use harmless from all claims,actions,damages,attorneys fees and costs associated
with our inability to produce copies of Checks.
Post-Termination:You agree to notify Customers to slop sending payments through the Lockbox following the
termination of this Service.At your request,we may(in our sole discretion)agree to continue processing
payments and/or will forward mail received through the Lockbox to you for a short period of time following the
date of termination.Such processing will be subject to the terms of this Agreement in effect on the dale of
termination.Otherwise:(a)we may terminate the Lockbox and/or refuse to pick up any further mail from the
Lockbox;(b)we will forward or send to you by courier(at your expense)any Lockbox mail that comes into our
possession;and(c)If you fail or refuse to pay our expense for sending you such mail,we may return or send,
at your expense,any Lockbox mail to the sender(if known).
14. Tax Payment Service. If you are approved for this Service,you appoint us to act as your agent for the
purposes of preparing and making tax payments and deposits on your behalf.Upon our request,you agree to
execute such additional enrollment forms and authorizations as we may request.You and we will agree in
writing regarding the speck taxes that are to be paid as part of the Service.You authorize us to release
account and tax payment information to any taxing authority in performing the Service and to confirm payments.
Acoumcv:You are solely responsible for determining the amount of any taxes due and transmitting payment
information in accordance with our procedures.You must furnish us with complete and accurate master file and
tax payment information,in the form and format speed by us.Transmission of transaction data to us will be
at your expense.Our record of your transmitted payment data will be deemed correct and complete.We will
have no responsibility for(a)determining the correctness of any tax computation or payment,(b)questioning
the timing or amount of any payment,(c)delerrnining or questioning the correctness of any report or information
submitted by you(even If it appears incorrect on its face),or(d)any penalty which may be imposed 9
you instruct us to make a payment after our cutoff hour or the dale the tax payment is due.
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Inability to Process:We wil notify you orally,electronically or in writing if we are unable to process any report or
payment in the manner contemplated by the Service no later than the banking day following the payment date.
If you fail to maintain sufficient collected and available funds in your account,we may refuse to perform the
Service.If an order is rejected,it will be your responsibility to resubmR the order.
Cancellation:You may cancel a pending payment instruction made through the Service by calling us at 1-855-
351-2262. In addition,your Administrator may cancel a pending payment instruction made through the Service
by logging into our online banking service and following the cancellation instructions.All cancellations must be
received by us prior to our cutoff hour two business days before the scheduled payment date.
We will not be liable to you for failing or refusing to stop payment of taxes if your notice is received after the
cutoff hour.If we attempt to cancel or amend a payment or to retrieve funds at your request after an order has
been confirmed or acted upon,you agree to indemnify,defend and hold us harmless from all claims,actions,
losses,expenses and costs which arise,directly or indirectly,as a result.
Your Duly to Pay Taxes:You assume the risk of any failure to transmit the data to us in a timely and correct
manner.Any interruption of the Service,regardless of the reason,will not relieve you of your obligation to make
a tax payment or report.You are responsible for promptly making required tax payments by another means in
the event there is an interruption in the Service.
ACH:Except as otherwise provided in this Section,tax payments made through the Automated Clearing House
and will be subject b the"Funds Transfer Services(WirerACH/Intemal Transfers)"section of this Agreement.
No Tax Advice:You acknowledge that our employees are not authorized or permitted to give tax advice to you.
You agree not to seek or place any reliance upon tax advice from us or our employees.
15. Cash Vault Service.With this Service we will make arrangements with a cash vault service company
("Company')to accept coin,currency and checks from you for deposit to your Bank account(s).We also will
make arrangements with the Company,at your request,to provide cash to you.
Your Courier:You will need to make arrangements with a courier or am omd carrier("Cour'reI')to transport
deposits and withdrawals("Shipments")between your locations and the Company.The Courier will act as your
agent while transporting Shipments.You will not have direct personal access to funds at Company's cash vault
locations.
Your Instructions:You authorize us to accept Service instructions from any authorized signer on your Bank
accounts)and/or from any other person you designate for that purpose.We may act upon the instruction of
any one person,even if your account agreement calls for two or more signatures on checks.We also may call
any one of those persons to confirm the authenticity and content of your Service instructions.We may refuse
any Service instruction that we cannot confirm to our satisfaction.You agree that this callback procedure is
reasonable,given the nature,size and frequency of your Service transactions.You agree to be bound by any
Service instruction that we confirm in this manner,even f the instruction is not authorized by you.
You must provide us with at least 15 days'prior notice of any requested change in your Courier,Shipment
order limits(if applicable),standing order instructions and other Service parameters.We will advise you when
the change will become effective.
DeggllnS:You may deliver deposits to us through the Service only through the Courier previously designated in
writing to us.You agree to comply with the cash vault procedures(the'Procedures")that we and/or the
Company adopt from time to time.Your Shipments must be made in sealed bags that are approved for use by
the Company and must be accompanied by deposit tickets.The Company or we may reject any Shipment that
we or the Company find unacceptable or irregular(e.g.,shipment bags that have holes or are not properly
sealed).
Shipments made in accordance with the Procedures wilt be deposited by us into your designated Bank
amount(s).The timing of the deposit may depend on whether your deposit is received by the Company before
or after the processing cutoff hour for the Service(You can obtain information on the current cutoff hour from
your Bank account officer).Shipments received before the cutoff hour on a banking day will be provisionally
credited to your account(s)on the morning of the following banking day. If your deposit is received after the
cutoff hour or on a weekend or holiday,however,it may not be available for an additional business day.
Company will provide your Courser with a receipt for each Shipment,and information regarding your deposit will
be reflected in your regular monthly statement.Information regarding your Shipments may also be made
available to you electronically.
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BANC OF TREASURY MANAGEMENT SERVICES AGREEMENT
CALIFORNIA
Our records and the adjusted records of the Company with respect to the contents of your Shipment will be
deemed conclusive evidence of the contents of your Shipment.Any adjustments made by Company will be
credited or debited to your account.
Cash Withdrawals:You agree to follow the Procedures when ordering cash for withdrawal.You also agree to
verity all cash Shipments in the manner described below and as otherwise directed by the Company(either
directly or through us).
Wthdrawal Orders—You may submit cash withdrawal orders(and change or cancellation orders)to the
Company by telephone.We will charge your designated account for the amount of the order and direct the
Company to disburse cash to you.You must provide the Company with your cash withdrawal order at least one
business day prior to the requested date of the Shipment.We or the Company may reject any cash withdrawal
orders if you do not have sufficient available funds.
Venficafion of Cash Shipments—You agree to promptly verify the amount of cash you receive in any Shipment.
The Company may require your Courier to sign a receipt for each Shipment.
Notification of Differences—You will report cash differences to us and the Company within five days of your
receipt of a cash Shipment.The report must be in writing and must be accompanied by the shipping bag and
any accompanying documentation.Differences of$50.00 or more must be reported immediately by telephone,
followed by a written report to us and the Company.
If you fail to comply with the inspection,verification and notification procedures required by this Agreement,you
will be deemed to have waived any claim against the Bank for lost,mutilated or missing cash.
Risk of Loss:The Courier will be deemed your agent,not an agent of the Bank.As between you and the Bank,
you assume all risk of loss of or damage to Shipments while they are in transit to or from Company's location.
Your Shipments will not be deemed to be received by us unless and until they are(a)received,counted and
reconciled against your deposit tickets at the cash vault by the Company,and(b)we are notified that the
Shipments have been verified as correct by Company.Information set forth in Company receipts is subject to
later adjustment,based on Company's review of your deposit.We may charge your account with us for any
adjustments made by the Company involving deposits(e.g.,for counterfeit currency).
Cash withdrawals will be deemed received by you when the cash Shipments are delivered by the Company to
your Courier.We make no warranty or representation regarding your Courier or assume any liability
whatsoever for any action or omission of the Courier.You are solely responsible for determining whether the
Courier has adequate insurance coverage in connection with any risk of loss.
Reliance on Company:Our ability to provide the Service is dependent upon the availability of the Company to
provide certain related services.You agree that we will have no liability to you'll Company is unable or unwilling
for any reason beyond our immediate control to provide services required for the Service.
Notices:You agree to notify us immediately if you discover:(a)any error or discrepancy between your records
and the information we provide to you about your accounts or Shipments(e.g.,in a statement,confirmation,or
electronic report);(b)unauthorized transactions involving any account;or(0)other problems related to the
Service.You must send us a written notice of any discrepancy or other problem,including a statement of the
relevant facts,within a reasonable time(not to exceed 5 days from the dale you f hit discover the problem or
receive information reflecting the problem,whichever occurs first).
16. Stop Payment Service.You may stop the payment of a check or other transaction by following the procedures
established for the specific Service. For ACH stop payments,call 1-655-351-2262 or visit one of our branches.
To stop payment on a check,you must provide us with timely,complete and accurate information on:the
number of the account in question;the date of the Rem;the item number;the payee information and the
E X A C T amount of the Rem(dollars and cents).If any information is incomplete or incorrect,we will not be
responsible for failing to stop payment on the transaction.Requests become effective when wiz confirm their
receipt and have verified that the item has not been paid.There is a fee for each request(effective for six
months),whether or not we receive your request in time to act upon it.Requests received after our cutoff hour
or on non-business days may be deemed received by us as of the start of the next business day. If our oMine
system is not available for any reason,you can contact one of our local branch offices during our regular
business hours to make your request.
17. ACH Positive Pay.This Service provides you with a way to identify and prevent the payment of ACH
transactions that you may not have authorized.The ACH Positive Pay Service allows you to establish
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CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
parameters on all incoming ACH transactions to your account. You authorize and instruct us to pay ACH
transactions within your parameter list aka"authorized list"without further investigation or review by us.
You agree that:(a)incoming ACH transactions that match your"authorized list"are,and should be treated by
us as authorized payments.We have no further duty to validate the payment instruction.
Exception ACH Transactions: Any ACH transactions not In your'authorized list'will be treated as exceptions
("Exception ACH"). Generally,we will send you an e-mail If there are Exception ACH transactions informing
you that an Exception ACH report('Exception ACH Report')may be accessed using the Service. We will
return all Exception ACH transactions unless otherwise instructed with a Pay Decision(as described below).
The email notice will be sent to the most current e-mail address we have for you In our Service files.This could
be the address of your Administrator or another User.You agree to ensure that the appropriate e-mail address
is kept up-to-date and is accurate at all times.
Reviewinc Exception ACH:You will review your Exception ACH Report and provide us with your"Pay'or
'Return'decision(s)no later than our cutoff hour of 12:00 PM PST each business day,whether or not you
receive an e-mail notification from us.You understand and agree that it is your responsibility to monitor the
Exception ACH Report and provide us with your declsion(s).
Return of Exception ACH Transactions:We will return all Exception ACH transactions unless we receive a Pay
decision on the items by our cutoff hour of 12:00 PM PST on the business day the ACH Transactions are first
reported in an Exception ACH Report. 8 you take no action on an Exception ACH Transaction Report or on any
individual Exception ACH transaction,or your Pay decision is not received by us before our cutoff hour of 12PM
PST,your transaction will be returned. In these circumstances,even a properly authorized transaction maybe
returned and you waive any right you may have to claim that the transaction was authorized.
Payment of Exception ACH Transactions:H we pay an Exception ACH transaction in error,we will be liable to
you for the lesser of the amount of the wrongfully paid Exception ACH transaction or the actual damages you
have suffered from our payment of the Exception ACH transaction.However,if payment of the Exception ACH
transaction discharged an indebtedness or obligation of yours and because of this you have no actual damages
or reduced damages,then you agree that our liability to you is reduced to the same extent.
Faulty Information:You agree ro provide ACH transaction information to us in the form,format and manner that
we specify.You assume full responsibility for the completeness and accuracy of all information furnished to us.
You understand that it is important for the information to be exact(for example,the correct Standard Entry
Class Code,Company ID,amount of an item must include both dollars and cents,etc.).Our willingness to
process nonconforming information will not be considered a waiver of any requirement of this Agreement,and
we may discontinue processing nomconfomming information without prior notice.You are responsible for
updating your authorized list should a specific debit or credit entry(!as)is/are later revoked.
18. ACH Blocks:The ACH Block Service allows you to restrict the posting of all ACH transactions to your account.
Per your instructions,we will return all ACH transactions presented against your account.ACH transactions
refer to ACH debits,credits,or both debit and credit transactions.Any transactions converted into an ACH entry
such as check will also be returned.
19. Integrated Payables Service:The Integrated Payables Service provides you access to an information
reporting and transaction initiation system(each of which is referred to as the'System"),and authorizes
System operators in accordance with your instructions.You authorize us to store,process,transmit and make
available through subcontractors and systems and through third party data processing providers information
regarding your accounts and transactions.We will provide your information regarding your account(s)With us
through the System on a periodic basis.
Integrated Payables Service allows you to engage in the following activities:
• Funds Transfer Services
• Automated Clearing House
• Stop Payments(Quicklink Services only)
• Information Reporting and Transaction Initiation Service
Some of the foregoing Integrated Payables Services may be unavailable to you. Further, the Integrated
Payables Service does not include all of the services otherwise accessible using the Business Online
Banking System.
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BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
Access to Integrated Pavables Service:In order to access the Integrated Payables Service, you will be
required to purchase,install and maintain the necessary software in order to transmit data in a
specified Bank approved file format.
You agree to maintain and implement the security controls recommended by your third party software,
such as, but not limited to: Approval Workflow, Separation of Duties, Passwords, and Audit Trails. You are
responsible for learning how to use the Integrated Payables Service and related Software in accordance with
the Software application and online instructions and agree that you contact us directly if you have any
problems with Integrated Payables Service. You also accept responsibility for making sure that you know
how to properly use and maintain the hardware you choose to use to access the Integrated Payables
Service('Access Device").
Relationship to Third Party Agreements:You agree that, when you use the Integrated Payables Service, you
remain subject to the terms and condition of your existing agreements with any third party service providers.
You understand that those agreements may provide for fees, limitations and restrictions which might impact
your use of the Integrated Payables Service (such as data usage or storage charges imposed on you by
your service provider) for your use of or Interaction with the Integrated Payables Service, which may
include downloading software receiving or sending bank related messages,or other use of your Access Device
when using the Integrated Payables Service. You agree to be solely responsible for all such fees, limitations
and restrictions. You also agree that only your third party service provider is responsible for its products
and services. Accordingly, you agree to resolve any problems pertaining to your Access Device with such
provider directly.
Security of Data Transmission and Storage:In the event you access the Integrated Payables Services using a
wireless access device, you acknowledge that any wireless access to your accounts may not be secure and,
as such, you assume all the risk associated with unauthorized access to the Integrated Payables Service
and any information contained therein, resulting from such wireless connectivity.
In any event and without limiting the foregoing, you assume all risk that any information you download or
othenvtse store on your Access Device may be accessed by unauthorized third parties. We are not
responsible for the security and confidentiality of information when you: (1) use wireless connections to
access, transmit or download your account information, in which case you acknowledge such connection may
permit other persons to access the information being downloaded, (ii) download your account information to
your Access Device,or any other hardware; or(iii)allow other persons access to your Access Device, or the
Integrated Payables Service. You agree that any account information that you download is done at your
own risk and you are solely responsible for any damage that might occur to the electronic device to which
you download any information, or any loss or corruption of data that might occur as a result of the
downloading or its storage on an electronic device.
YOU AGREE TO TERMINATE THE INTEGRATED PAYABLES SERVICE, OR DISABLE YOUR
REGISTERED ACCESS DEVICE FROM THE INTEGRATED PAYABLES SERVICE IMMEDIATELY IN
THE EVENT YOUR ACCESS DEVICE BECOMES LOST,STOLEN OR IS NO LONGER IN USE BY YOU.
Your Obligations: You represent and warrant the following by enrolling for Integrated Payables Service, or
by using the Integrated Payables Service:
Account Ownershio/Accurate Information:You represent that you are the legal owner or an authorized user of the
accounts and other financial information which may be accessed via the Integrated Payables Service.You
represent and agree that all information you provide to us in connection with the Integrated Payables Service is
accurate,current and complete,and that you have the right to provide such information to us for the purpose of
using the Integrated Payables Service.You agree not to misrepresent your identity or your account information.
You agree to keep your account information up to date and accurate.You represent that you are the only
authorized user of the Access Device that you will be using to access the Integrated Payables Service. You agree
not to deactivate or disable any password p r o t e c t i o in or other security protocols or protections or reliability
technology incorporated in the Software,as applicable,and will assume responsibility for any unauthorized
transactions,including inquiries and transfers,that occur as a result of that deactivation or disabling action.
User Conduct:You agree not to use the Integrated Payables Service or the content or information delivered
through the Integrated Payables Service in any way that would: (i) infringe any third-party copyright, patent,
trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) be fraudulent or involve
the sale of counterfeit or stolen items, including, but not limited to, use of the Integrated Payables Service to
impersonate another person or entity; Qii)violate any law, statute, ordinance or regulation (including, but not
limited to, those governing export control, consumer protection, unfair competition, anti- discrimination,
Treasury MenagemeM Sernces Agreement 152003014 Page 15 M20
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TREASURY MANAGEMENT SERVICES AGREEMENT
CALIFORNIA
false advertising or illegal Internet gambling); (iv) be false, misleading or inaccurate; (v)create liability for us
or our affiliates or service providers,or cause us to lose(in whole or in part)the services of any of our service
providers;(vi) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (vii) potentially be
perceived as illegal, offensive or objectionable; (vin) interfere with or disrupt computer networks connected to
the Integrated Payables Service; or (ix) use the Integrated Payables Service in such a manner as to gain
unauthorized entry or access to the computer systems of others.
Service Limitations: The availability, timeliness and proper functioning of the Integrated Payables Services
depends on many factors, including network availability, and the proper functioning and configuration of
hardware, the Software and your Access Device. Neither we nor any of our service providers warrants that
the Integrated Payables Services Service will operate without interruption, and neither we nor our service
providers shall be liable for any loss or damage caused by any unavailability of the Integrated Payables
Services, including service interruptions, delays, or loss of personalized settings. Neither we nor any of our
service providers assumes responsibility for the operation, security, functionality or availability of any
Access Device,the Software or network wh 1 ch you utilize to access the Integrated Payables Services.
You agree to exercise caution when utilizing the Integrated Payables Services on your Access Device
and use good judgment and discretion when obtaining or transmitting information.
20. FX Web Service: This Service allows you to enter Into certain foreign exchange transactions (the
'Transaction") from time to time with the Bank using the Bank's Foreign Exchange Internet Wei
FXWeb.bancofcal.com ('FX Web"). These terms are an addendum to the Agreement for Purchase or Sale of
Foreign Currencies (the "Purchase Agreement"). You must sign and return to the Bank the Purchase
Agreement before you may conduct any Transaction using FX Web. In the Bank's sole discretion, you may
also be required to sign or accept the terms and conditions stated in certain enrollment forms, confirmation of
services letters, rules, standards, policies, instructions and other documents and forms which the Bank requires
before using the Service. You agree to use the Service only as provided herein and in the Purchase
Agreement.
You will need to establish a separate username and password when using this Service. You agree to follow the
Procedures concerning the Service sent or otherwise made available to you from time to time by us. The
Procedures explain the process for entering and confirming the Transaction over the Internet and to send,
receive and verify transmissions,information,instructions,date,orders and requests over the Intemet. As used
herein,the Procedures include user manuals,help screens,terms of use or other guides or rules regarding
proper use of the Service that may be provided to you from time to time.
Account Balance and Transaction Information. You can use the Service to obtain your FX account balance and
Transaction information any time of day,seven days a week,except when the system is unavailable for
maintenance or other reasons. Please note that the information provided may not include recent transactions
and may include funds that are not subject to immediate withdrawal.
Transaction Cancellation.If you submit a Transaction using this Service in error and wish to cancel that
Transaction,the Bank may,so far as is reasonably practicable,provide assistance to you to enable you to do
so. However,we accept no responsibility for ensuring that such a Tmnsacton is cancelled and you shall be
responsible for any executed Transaction which the Bank,in Its sole discretion,determines is not capable of
being cancelled.
Transfers. You may make wire transfers between your eligible FX accounts with us. (See Fund Transfer
Services(Wire/ACH/Intemal Transfers)section for additional details). Transfers cannot be made for FX time
deposit accounts. Transfer requests which are received by us on or before the*cutoff hour"of 2:00pm on
business days will be posted that day. Transfer requests received after the cutoff hour or on a weekend or
holiday may be deemed received as of the next business day.
Service Fees. We charge a Monthly Service Fee and Wire Transfer Fees for this Service. Please see
Schedule of Fees for a complete listing of fees.
Financial Market Information. You acknowledge that financial market information,quotes,news,research and
other information developed by the Bank or developed by and transmitted to the Bank by third parties and made
available by the Bank on its Internet website are derived from sources which the Bank reasonably believes to
Treasury Management Services Agreement l 6aM.301 L Page 16 of M
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BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
be reliable but you agree that neither the Bank nor any third party shall be liable or responsible for any action or
inaction taken or not taken by you in reliance on such information or any of it. The Bank does not guarantee the
accuracy,completeness,timeliness or correct order of any of the information and the fact that information is
available on the website does not constitute a recommendation by the Bank of any of the information.
No Warranties. You acknowledge that we have not acted as your advisor or as a fiduciary with respect to the
Service. THE SERVICE IS MADE AVAILABLE TO YOU'AS IS'AND THE BANK MAKES NO WARRANTY,
EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE SERVICE. The Bank shall not be liable to you for any direct or indirect damages or losses suffered or
incurred by you in connection with the Service or for any failure to provide or delay in providing access to the
Service except to the extent such damages or losses arise directly from the gross negligence or wilful
misconduct of the Bank. Liability on any cause of action arising out of this Service shall be limited to making
error corrections or reprocessing the affected Transaction at the agreed rate,or both. Notwithstanding any
provision herein to the contrary, IN NO EVENT SHALL THE BANK HAVE LIABILITY FOR ANY
CONSEQUENTIAL,SPECIAL,PUNITIVE,OR INDIRECT DAMAGES OR LOSSES WHETHER ANY CLAIM
FOR SUCH DAMAGES OR LOSSES IS BASED IN TORT OR IN CONTRACT OR WHETHER THE BANK
KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES.
GENERAL PROVISIONS
21. Amendments:We may add to,delete or change the terms of this Agreement,the Service fees,and the User
Guides by providing you with prior notice.We may amend our security procedures without prior notice if
immediate changes are required for security reasons or the changes do not have a material affect on your use
of the Services.
22. Assignment:We may assign our rights and delegate our duties under this Agreement to a company affiliated
with us or to a third party.You may not assign any right or delegate any obligation under this Agreement
without our prior written consent.
23. Cutoff Hours and Business Days:Some of our Services are subject to processing cutoff hours.Information
on cutoff hours can be found in certain User Guides and Service schedules.You also can obtain information on
cutoff hours by calling us at 1-855-351-2262.Our business days are Monday through Friday,excluding
holidays. Instructions received after a cutoff hour or on a non-business day may be deemed received as of the
next business day.We may occasionally shorten our cutoff hours due to early closure of the Bank in
observance of legal holidays. If we do,we will post an online notice of the change or send a notice to you in
advance.Services may occasionally be unavailable due to needed maintenance or system/network
interruptions.
24. Electronic Mail/Internet:If you send us electronic mail("e-mail"),we may not receive or review it immediately.
We will have a reasonable time to act upon any e-mail request or notice,and reserve the right to reject any
transaction or request received by e-mail(e.g.,a request to wire funds).You acknowledge that,even though e-
mail may be encrypted,we cannot ensure that it will not be intercepted or affected by the actions or omissions
of others,such as third party networks or persons with access to the Internet.Our service providers and we
assume no responsibility for viruses created by third parties,or for any third party's unauthorized access to,or
use of,your computer system.Please do not include any sensitive information about yourself or your accounts
in e-mail that is not encrypted and sent through a secure e-mail system.
25. Entire Agreement:This Agreement incorporates,supplements,and supersedes where inconsistent the terms
of your account agreement with us.Please see your account agreement with respect to waivers,severability,
overdrafts,and dispute resolution. Unless we provide otherwise in writing,they constitute(along with any
related Service applications,addenda,setup forms,User Guides,and schedules)the entire agreement
between you and us with respect to the Services.
26. Fees:You agree to pay us the fees we establish for each of the Services(sea our related fee schedules for
details).If your accounts with us are analyzed,you may be able to use your available earnings credit to offset
certain Service charges.If your analyzed accounts contain funds belonging to third parties,you represent that
your use of any related earnings credit is not limited by law,regulation or any agreement with such third parties,
and that you have any required authorization by such third parties for such use.
Treasury Mamg•menaaivi es Agreement/5200.3014 Page 17o120
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�a BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
In addition to the Service fees,you agree to pay for all taxes,tariffs,fines,penalties and assessments levied or
imposed by any government agency in connection with the Services,this Agreement,and/or the Equipment
made available to you(excluding any income tax payable by us).You also are responsible for the costs of any
communication lines and any data processing charges payable to third parties.
27. Financial Statement:You agree to provide us with a current financial statement and other information
regarding your financial condition upon our request.
28. Governing Law/Compliance:This Agreement will be governed by and construed in accordance with the laws
of California,without reference to its conflict of law previsions.You agree not to conduct any transactions that
would violate the laws of any state or the United States,including the economic sanctions administered by the
U.S.Treasury's Office of Foreign Assets Control.You may not use your account or any account-related service
to process Internet gambling transactions or facilitate any activity that would violate applicable law.
29. Indemnification:You agree W indemnify,defend and hold us,our parent company,affiliates,and subsidiaries,
and our respective directors,officers,employees and agents,harmless from and against any claim,damage,
loss,liability and cost(including,without limkation,attorneys fees)of any kind which results directly or
indirectly, in whole or in part,from:(a)our actions or omissions.If they are in accordance with your instructions
or the terms of this Agreement;(b)the actions or omissions of you,your agents or employees;(c)any warranty
that we or a correspondent bank are required to make to a third party in connection with a Service;or(d)your
use or distribution of any equipment or software made available to you through a Service that is inconsistent
with the license or sublicense that you receive.This provision shall survive the termination of this Agreement.
30. Information Processing and Reporting:We offer a number of Services that require us to receive process and
report information involving your accounts and transactions.We will not be responsible for determining the
acourecy,timeliness or completeness of any information that you,your agents or others provide to us.We will
not have a duty to interpret the content of any data transmitted to us,except to the limited extent set forth in this
Agreement.Unless otherwise agreed in writing,we will not be required(by means of any security procedure or
otherwise)to detect errors in the transmission or content of any information we receive from you or third parties.
Our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in
question and to provide corrected reports at our own expense.You agree to maintain adequate backup files of
the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your
transactions(e.g.,due to a telecommunications failure).If we are unable to provide a Service for any reason,
w e will promptly inform you of the problem and will take reasonable steps to resume processing.
We are not responsible for the manner in which you use any information provided or made available to you
through a Service.We are not responsible for any cash management program or financial software used by
you.We do not commit to continue to provide information in any particular format or otherwise in a manner that
is compatible with any program used by you.
31. Judicial Reference: If a dispute involving $50,000 or more arises between us with respect to this Agreement,
its enforcement or our Services,either of us may require that it be resolved by judicial reference in accordance
with the terms of your account agreement.
32. Limitation of Liability:Except as otherwise staled in this Agreement,we will be liable to you only for damages
arising directly from our intentional misconduct or gross negligence in the performance of the Services.We will
not be responsible for any loss,delay,cost or liability to the extent that it arises,directly or indirectly,in whale or
in part,from:(a)your actions or omissions,or those of third parties which are not within our immediate and
reasonable control(including,but not limited to,any Imemal Security Breaches or the interception,corruption
and/or modification of instructions that you send to us);(b)your negligence or breach of any agreement with us;
(c))any ambiguity,inaccuracy or omission in any instruction or information provided to us;(d)any error,failure
or delay in the transmission or delivery of data,records or Items due to a transmission error or a breakdown in
any computer or communications facility;(a)accidents,strikes,labor disputes,civil unrest,fire,Flood,water
damage(e.g.,from fire suppression systems),or acts of God;(f)causes beyond our reasonable control;(g)the
application of any government or funds-transfer system rule,guideline,policy or regulation;(h)the lack of
available funds in your account to complete a transaction;(i)our inability to confirm to our satisfaction the
authority of any person to act on your behalf;or 0)your failure to follow any applicable software manufacturer's
recommendations or our Service instructions.There may be other exceptions to our liability,as stated in your
account or other Service agreements with us.
Treasury wiragementaenices Agreement)5200.3014 Fagg 18 of 20
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N, BANC OF
CALIFORNIA TREASURY MANAGEMENT SERVICES AGREEMENT
We will not be responsible under any circumstances for special,indirect,or consequential damages which you
Incur as a result of our actions or omissions,even if we are aware of the possibility for such damages.Our
liability and your remedy for actual costs and losses resulting from our failure to transmit funds in the cerrect
amount or to the correct beneficiary listed in your funds transfer Orders shall net exceed the direct money
damages that you incur as a result of the failure(e.g.,the amount of a wire transfer that is sent to the wrong
party,or the amount by which a transfer exceeds the amount you authorized,plus interest as permitted by law).
In all other cases,our liability and your remedy for actual costs and losses resulting from our actions and/or
omissions,whether the claim is in contract or tort,will not exceed the lesser of(i)six limes the average monthly
charge for the Services)in question for the three months immediately preceding the cost or loss,or(ii)
$25.000.
Any claim,action or proceeding by you to enforce the terms of this Agreement or to recover for any Service-
related loss must be commenced within one year from the date that the event giving Has to the claim,action or
proceeding fret occurs.You agree to cooperate with us in any loss recovery efforts we undertake to reduce any
loss or liability that arises in connection with your Services.You acknowledge that our Service fees have been
established in contemplation of:(a)these limitations on our liability;(b)your agreement to review statements,
confirmations,and notices promptly and to notify us immediately of any discrepancies or problems;and(c)your
agreement to assist us in any loss recovery effort.
33. Notices:You agree to notify us immediately If you discover:(a)any error or discrepancy between your records
and the information we provide to you about your accounts or transactions(e.g.,in a statement,confirmation,or
electronic report);(b)unauthorized transactions Involving any account;(c)a breech in the confidentiality of any
Password;or(it)other problems related to the Services.You must send us a written notice of any discrepancy
or other problem,including a statement of the relevant facts,within a reasonable time(not to exceed 15 days
from the date you first discover the problem or receive information reflecting the problem,whichever occurs
first).If you fail to notify us in writing within 15 days,you agree that,in addition to any other limitations on our
liability:(a)in the case of an erroneous funds transfer,you will be liable for all losses up to the amount thereof
(as well as any loss of interest),which result from your failure to give us such notice or which might have been
prevented by your giving us such notice;and(b)in the case of an unauthorized funds transfer,we will not be
liable for any loss of interest which results from your failure to give us such notice or which might have been
prevented by your giving us such notice.
You agree to provide us with at least 30 days'advance notice of:(a)any material(20%or greater)change in
your ownership;(b)any material change in the type,scope or nature of your business;or(c)any anticipated
(20%or greater)increase in the amount or volume of your automated clearing house transactions over the
preceding calendar quarter(if applicable).
Unless otherwise agreed,notices required by this Agreement must be In writing.Notices to you may be mailed
or sent to you at the statement,e-mail or mailing address shown for you in our deposit or Service records,or by
posting the notice at our websile.You agree to provide us with advance notice of any change in your address or
email address.Notices to us must be sent to us at Banc of California,NA,Attn:Treasury Management
Services, 18500 Von Karmen,Suite 1100.Irvine,CA 92612.
We may monitor and record your telephone and electronic communications in connection with the Services at
any time.
34. Records: Unless a different period is provided in a User Guide,you will retain and provide to us, upon request,
all information necessary to remake or reconstruct any transaction,transmission,file or entry until ten business
days following receipt by us of the transaction document,tape,file, entry, transmission,or other order affecting
an account.
35. Reliance on Third Parties:Our ability to provide certain Services is dependent upon our ability to obtain or
provide access to third party vendors and networks. In the event any third party is unavailable or we determine,
in our discretion,that we cannot continue providing any third party network access,we may discontinue the
related Service or may provide the Service through a different party.In such situations,we will have no liability
for the delay or unavailability of access.You acknowledge that your rights under this Agreement are solely and
exclusively against the Bank;you have no right or recourse against any third party service provider that we may
use in providing our Services.We will not be responsible for any services you receive from third party vendors.
36. Reserve Account:We may require that you establish and maintain a reserve account(Reserve Accouni
with us to cover your obligations under this Agreement. For our Remote Deposit Capture Service,this includes
Treasury Management 6ervices Agreement 1520( 14 Page 19 of 20
Reased0427.2016
BANC OF TREASURY MANAGEMENT SERVICES AGREEMENT
CALIFORNIA Exhibits
(without limitation)Service transactions which:(a)the ostensible drawers of Checks claim lack their
endorsement or authorization;(b)the drawers of Checks claim are in an amount and/or on terms not authorized
by them;and/or(c)are subject to Claims of breach of warranty.You grant us a security interest in the Reserve
Account for all obligations owing to us under this Agreement.The Reserve Account will only bear interest if it is
opened by you and us as an interest-bearing account.You shall deposit the amount that we designate in the
Reserve Account within five days from our request.
If we determine that your reserves may not be sufficient to cover our risk for potential claims(e.g.,based on
factors such as the volume and amount of past or current returns/claims,your financial Condition,the risk of
new product offerings by you,fraud losses,substantial increases in the average number or amount of
transactions,and other relevant circumstances),we may increase the amount of the required reserve by
providing a notice to you.If you fail or refuse to deposit sufficient reserves promptly upon our request.we may
transfer funds to the Reserve Account from the proceeds of your deposits or from your other accounts with us.
We may charge any of your accounts,including the Reserve Account,for any loss or claim.Your obligation to
us for any loss or claim,and our right to charge your accounts,will not be limited by the balance or existence of
any reserve.
Upon the termination of this Agreement,we may require,and you shall promptly deposit,funds in the Reserve
Account that we estimate may be needed to cover potential returns and claims that may arise after termination.
This provision shall survive the termination of this Agreement.
37. Security Interest:You grant us a security interest in your accounts with us(other than fiduciary accounts
maintained for the benefit of others)to secure the repayment of any overdraft or other obligation that you incur
under this Agreement.
38. Audit:You agree to Cooperate with us in any audit we undertake to confirm your compliance with this
Agreement.You also agree to provide us with information regarding the nature of your business,your principal
owners,the transactions subject to this Agreement,and(if applicable)the reasons for any returns,promptly
upon our request.
39. Termination:Either party,may terminate this Agreement as to some or all of the Services,with or without
cause,by giving 30 days prior notice to the other party.We may suspend or terminate any Service or this
Agreement immediately and without prior notice if:(a)you breach any agreement with us;(b)the Confidentiality
of your Password is compromised;(c)we have reason to believe that an unauthorized transaction has taken or
may take place involving any of your accounts or any of the Services;(d)you become insolvent or the subject
of a bankruptcy,receivership,or dissolution proceeding;or(a)we are uncertain as to any person's authority to
give us instructions regarding your accounts or the Services.The termination of this Agreement will not affect
the rights or obligations of the parties that arise prior to termination(e.g.,the indemnification and record
retention requirements).
40. Third Parties:This Agreement is made for the exclusive benefit of you and us.No third party has any rights
under this Agreement.Unless you have our prior written consent,you may not use the Services to process
transactions for third parties or permit others to initiate Service transactions on your behaff.
41. Transaction Limits and Safeguards:You agree not to exceed the transaction limits we establish from time to
time for your account or any Service.You will not allow anyone to initiate transactions on your behalf without
proper supervision and adequate safeguards.You agree to review pending instructions prior to their
submission to ensure that they are complete,accurate and properly authorized
Treasury Management serdcea Agmement15200.3014 Page20of20
Revue404.21Mn6
Account Reconcilement Statement
This Reconcile Through Date:=15/2017
Account Nickname:" 7827
Transaction Summary Ixi Reconcilement History
Dale
Issued Checks Sn.(2176) (-)$1,109.14703 WA
Paid Ctlecks Bhow(2066) (-)$1,074,608.41
Slop Payments (-)I w
Voids Show(2) 0$810.65
ACH Debts (q Ill
ACH Credits (•)$a.m
Miscellaneous Debits Show(1) (-)$20p00.00
Miscelaneous Credits Show(1) (•)$15,000.00
De0oslts Shaw(52) (y$1.090.000A0
Bervke Charges Paid Stow(3) (-)$am.15
Interest Paid $0.00
TaxevWilhholdiig (-)$a.m
Current Outstanding Checks f31927 96
Daily Balance Summary
Current Balance: $9.074.11
Ouatanang Check $33.927.96
Amount
Check Register Balance -185
Check Reconcilement Statement
This Reconcile Through Date: 08/15/2017
Account Nickname: '—"7827 Lj
Transaction Summary r; Reconcilement History
Issued Checks Show(2176) 1y$1,109,147,03 Date
Paid Checks Shm(29 ) (-)$1,074,608.41 N/A
Stop Payments (-)$0.00
Voids Shores (-)S510Aq
Current Outstanding Checks Show(108) 1-)$33,927.96
Daily Balance Summary
Current Balance: $9,074,11
outstanding Check Amount: $33.927.96
Check Register Balance: -$24,853.85
Account Reconcilement Summary Report-Sample Export to Excel
Account Nickname Issued Date Mid Date Check Number Issued Payee Check Amount Notes
*****7827 02/28/2017 4260 $9,006.39
*****]82] 03/24/2017 05/25/2017 4643 $216.04
*****7827 03/24/2017 4658 $190.00
*****]82] 04/07/2017 4854 $25Z07
*****7827 04/12/2017 05/23/2017 4974 $355.91
*****]82] 04/22/2017 05/30/2017 5060 $189.89
*****]82] 04/22/2017 05/30/2017 5066 $226.72
*****]82] 04/24/2017 06/07/2017 5110 $226.31
*****]82] 05/01/2017 5177 $146.32
*****]82] 05/01/2017 05/24/2017 5199 $105,76
*****]82] 05/03/2017 05/30/2017 5232 $1]].85
*****J827 05/03/2017 06/02/2017 5235 $140,12
*****]82] 05/06/2017 05/22/2017 5276 $174.90
*****]82] 05/06/2017 06/22/2017 5289 $295 98
*****7827 05/06/2017 06/09/2017 5302 $261.59
*****]82] 05/09/2017 05/19/2017 5316 $111,18
*****7827 05/09/2017 05/19/2017 5320 $122.03
*****]82] 05/09/2017 05/18/2017 5322 $101,41
*****7827 05/09/2017 05/22/2017 5327 $165.94
*****]82] 05/12/2017 05/18/2017 5348 $313,50
*****]82] 05/12/2017 05/22/2017 5359 $107.89
*****]82] 05/12/2017 05/24/2017 5360 $111,36
*****]82] 05/12/2017 5363 $104.23
*****J827 05/12/2017 05/19/2017 5364 $144 90
*****]82] 05/13/2017 05/22/2017 537S $115.43
*****J827 05/13/2017 05/19/2017 5381 $264,12
*****]82] 05/13/2017 05/19/2017 5396 $236.96
*****J827 05/13/2017 05/17/2017 5388 $1,500.00
*****]82] 05/15/2017 05/19/2017 5390 $125.48
*****J827 05/15/2017 05/18/2017 5391 $593 92
*****]82] 05/1S/2017 05/19/2017 5393 $104.05
*****]82] 05/15/2017 06/05/2017 5394 $171,19
*****]82] 05/1S/2017 05/26/2017 5398 $173.90
*****]82] 05/15/2017 05/17/2017 5400 $751 00
*****]82] 05/15/2017 05/23/2017 5401 $116.10
*****]82] 05/15/2017 05/25/2017 5403 $493 00
*****]82] 05/15/2017 05/17/2017 5406 $389.10
*****]82] 05/15/2017 06/13/2017 5408 $104,61
*****7827 05/15/2017 05/18/2017 5409 $106.92
*****]82] 05/15/2017 05/26/2017 5410 $146.32
*****7827 05/15/2017 05/19/2017 5412 $320.16
*****]82] 05/15/2017 05/17/2017 5413 $318.08
*****7827 05/15/2017 05/17/2017 5414 $225.29
*****]82] 05/15/2017 05/17/2017 5415 $140.12
*****7827 05/15/2017 05/19/2017 5417 $733.47
*****]82] 05/17/2017 05/17/2017 5389 $11817
*****7827 05/17/2017 05/17/2017 5420 $7,479.71
*****]82] 05/17/2017 05/17/2017 5421 $28.02
�� BANC OF
CALIFORNIA
Deposit Reconcilement Statement
This Reconcile Through Date: 08/152017
Account Nickname:—7827 �J
Transaction Summary r Reconcilement History
Location: <Al Locations, v Date
N/A
Total Deposits Show(52) (*)$1,09D,000.00
BA OF GoveRnln,
CALIFORNIAI
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