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HomeMy WebLinkAboutResolution - 99-59 RESOLUTION NO. 99-59 Ir RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA AUTHORIZING A WIRE TRANSFER AGREEMENT BETWEEN THE CITY AND THE BANK OF HEMET WHEREAS, the City Council has reviewed copies of the proposed Wire Transfer Agreement (the "Agreement"), to be entered into by and between the City and the Bank of Hemet ( "Bank"); and WHEREAS, the Council has determined that its participation in the Bank's wire transfer activity will be on the terms and conditions set forth in the Agreement; NOW, THEREFORE, IT IS HEREBY RESOLVED: 1. It is in the best interest of the City to participate in wire transfer activity, to include submission of wire transfer payment orders ("Requests") to be on the terms and conditions set forth in the Agreement; and 2. The Council authorizes and directs an authorized officer of the City, for and on behalf of the City to negotiate, execute and deliver the Agreement and any renewals or amendments thereof, with such terms, covenants, and conditions as such officer or officers executing the Agreement on behalf of the City may approve, such approval to be conclusively evidenced by the execution and delivery of the Agreement; and 3. The Council has considered the security procedures contemplated by the Agreement, and finds that such security procedures are commercially reasonable procedures for verifying that a Request or other communication purporting to have been issued by the City as originator is in fact a Request of the City. In reaching this determination,the Council has considered the size, type and frequency of Requests that the City anticipates issuing to the Bank; and 4. The Council is aware that the Bank may have available alternative security procedures that may provide a greater degree of certainty for verification of the authenticity of Entries, and authorizes and directs an authorized officer ofthe City to disclose to the Bank the size, type and frequency of Requests that the City anticipates issuing to the Bank, to review alternative security procedures available from the Bank, and to consent to and agree to the use of the security procedures set forth in the Agreement as submitted to the Council only after determining that such procedures are appropriate for the City, such determination to be conclusively evidenced by the execution and delivery of the Agreement; and 5. The Council authorizes an authorized officer in conrwQtion with the Agreement (a) to initiate, cancel, conform or verify the authenticity of Requests, whether given orally, electronically, written or by facsimile instructions; and (b) to designate any such persons, as he or she deems appropriate; and 6. The Council authorizes an authorized officer in connection with the Agreement to delegate any of the authorities granted to him or her under this resolution to one or more persons and to revoke any authorization granted to any such person, as he or she deems appropriate; and 7. The Bank is authorized to act and rely on this resolution until it actually receives written notice of its amendment or revocation; and S. As used in this Resolution, the term, "authorized officer of the City" shall mean the following acting separately: Title Name Signature Initial a. Interim Finance Director George IT. Kaene] b. Accountant Ray Bouza ✓!+1 c. City Manager James S. Mocads d. Mayor Patrick A. Willi e. Vice Mayor Jim Ayres f. Treasurer James W. Potts APPROVED AND ADOPTED this 16st day of December, 1999. Ayes: Ayres, Buydos, Conner, Good and Williams Noes: None Abstain: None Absent: None Mayor ATTEST: Beti An Hynes, City.Clerk Cit erk THE BANK 4F HEMET WIRE TRANSFER AGREEMENT 1112595 THE BANK OF HEMET WIRE TRANSFER AGREEMENT This Wire Transfer Agreement ("Agreement") is dated as of 1999, and is entered into between City of San Jacinto a Public Agency ("Customer") and The Bank of Hemet ("Bank"). This Agreement is made to set out the terms under which Customer may transfer funds from Customer-designated accounts. Bank and Customer agree as follows: 1. Wire Transfer Requests. Customer may submit wire transfer payment orders ("Requests")in accordance with the terms and conditions of this Agreement. Requests maybe made for a prearranged or a non-prearranged wire transfer. A prearranged wire transfer allows Customer to wire transfer funds from one preselected Customer-designated account to a predetermined destination on a recurring basis. A non-prearranged wire transfer allows Customer to wire transfer funds from any Customer-designated account to any destination as requested by Customer. Subject to security procedures, Bank will execute wire transfers in accordance with Requests received from authorized customer representatives ("Authorized Agents"),whether such Requests are written, oral, telephonic or by facsimile, unless otherwise specifically agreed in writing. Bank shall be entitled to rely upon any Request reasonably believed to be given by an Authorized Agent and to act upon any such Request received. Customer agrees that any arrangements with Bank to require one or more authorized signatures for transactions involving Customer's accounts do not apply to Requests under this Agreement. Fully and finally collected funds must be available in the account specified in the Request at the time the Request is made. 2. Security. Customer agrees that the Bank's security procedures, as set forth in Schedule A, are commercially reasonable and are appropriate for Customer's needs and will provide Customer with the degree of protection relative to Customer's ability to accept the inherent risk of the execution by Bank of an unauthorized or erroneous instruction received by the Bank, as long as the Bank acts on the Request in good faith and in a fashion consistent with the other terms of the Agreement. If Bank acts on a Request in compliance with the security procedures, then Customer will be obligated on the Request and it will be treated as Customers' Request, whether or not authorized by Customer. The security procedures may be changed by Bank from time-to-time. Bank may assign to Customer one or more confidential codes or passwords. When so assigned, Requests without the correct code or password will not be executed by Bank. Customer is responsible for maintaining the confidentiality of the security procedures, including any codes or passwords. Customer will notify Bank immediately in the event Customer suspects that any security procedure used to verify the authenticity of Requests (including but not limited to any confidential code or password) has been or may be compromised or rendered ineffective. 1 U25196 r Customer agrees that messages (including telephonic or facsimile messages) received by Bank, will be treated as writings signed by Customer. and will control in the event of any difference with the records of the Customer. 3. Payment to Bank. Unless otherwise agreed to in writing, Customer must pay Bank the amount of any wire transfer, plus any applicable fee, before Bank will execute the Request. Bank's wire transfer fees are subject to change. 4. Acceptance and Execution of Requests. A Request is considered executed when Bank executes it. A Request must be received by Bank prior to Bank's deadline for wire transfer requests, currently 11:00 a.m. local time of Bank, but subject to change. A Request received after this time will be executed the next business day other than Saturday or Sunday that Bank is open for business (a "Business Day"). Bank may reject a Request for any reason or for no reason, including insuf-5cient collected funds in the account specified in the Request (the "Account"), inability to verify the authenticity of the Request in accordance with applicable security procedures, the Request is believed to contain incorrect, incomplete or ambiguous information, or Bank otherwise believes Request may not be authorized by Customer. Bank will notify Customer by phone if Bank rejects a Request. Customer may not be able to amend or cancel a Request after the Request has been received by Bank. Bank may at its discretion use reasonable efforts to act on Customer's Request for amendment or cancellation, but will not be liable if it does so. Furthermore, Customer will indemnify and hold Bank harmless from any and all liabilities, costs and expenses Bank may incur in its amendment or cancellation efforts. When a Request contains a name and account number,payment may be made by Bank and/or by other banks to which a Request is forwarded based solely on the account number even if the account number identifies a beneficiary different from the beneficiary named by Customer. Customer acknowledges that Bank and other banks to which a Request is forwarded may rely on any bank identification number supplied by Customer as a means to identify any other bank, even if the identification number is different than the bank named by Customer. Customer's obligation to pay the amount of the wire transfer to Bank is not excused in such circumstances, Customer acknowledges that any Request executed by Bank will, be subject to rules and regulations applicable to payment orders, including recorkeeping and information transmittal requirements under the federal Bank Secrecy Act and its implementing regulations. Customer acknowledges and agrees that Bank may capture and transmit information regarding Customer (for example, Customer's name, address and account number) and regarding any beneficiary (for example, beneficiary's name, address, other beneficiary identifiers, and beneficiary's account number) as part of the processing of a payment order. Customer agrees to assist Bank in connection with any requirements imposed on Bank in fulfilling Bank's obligations in this regard. or 1 IJ25/96 2 5. Account Reconciliation. All wire transfers will be reflected on Customer's periodic statement. Customer agrees to notify Bank promptly of any discrepancy between Customer's records and the information shown an any such statement. If Customer fails to notify Bank of any such discrepancy within 14 calendar days of receipt of statement containing such information, Customer agrees that Bank shall not be Iiable for any other losses resulting from Customer's failure to give such notice or any loss of interes: with respect to a wire transfer that is or should have been shown. If Customer fails to notify Bank of any such discrepancy within one year of receipt of such statement, Customer will be precluded from asserting the discrepancy against Bank. 6. Wire Transfer Method. Bank may use Fedwire or any other means of transmitting a Request. Bank will not be responsible for failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank's control. in addition, Bank shall be excused from failing to accept, execute or settle with respect to a Request if so to do would result in the Bank's having exceeded any limitation upon its infra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank's otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. or state governmental regulatory authority. 7. Liability. Rank Mill exercise reasonable care in processing Requests. Customer will exercise reasonable care in observing security procedures, examining statements and records, and initiating Requests. Customer is responsible for ensuring the accuracy of Requests, and Bank has no duty to verify accuracy of a Request, nor will it be liable for any losses or damages arising out of Requests that contain erroneous information. In no event shall Bank be liable for any consequential, special, punitive or indirect Loss or damage which Customer may incur or suffer in connection with this Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from Bank's acts or omissions pursuant to this Agreement. Provided that Bank has complied with this Agreement, Customer agrees to indemnify and hold Bank and Bank's directors; officers,employees,agents and attorneys harmless against any claim of a third party arising from or in connection with this Agreement or Bank's performance of wire transfer services for Customer. Customer agrees to take any and all reasonable action to mitigate any potential or actual Bank loss or liability hereunder. Customer will be liable for any losses or damages resulting from Customer's breach of this Agreement or to which Customer's negligence contributed, or which resulted from unauthorized, fraudulent or dishonest acts by Customer's current and/or former Authorized Agents (including instances where an Authorized Agent acted to the detriment of Customer). 8. Amendments. From time-to-time,Bank may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut-off time, any business day, and 1 1125/96 3 any part of Schedule A. Such amendments shall become effective upon receipt of notice by Customer or such later date as may be stated in Bank's notice to Customer. 9. Notices, Instructions,_Etc. Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Agent, and any such communication shall be deemed to have been signed by such person. The names and signatures of Authorized Agents are set forth in Schedule A. Customer may add or delete any Authorized Agent by written notice (including Board of Director resolution or by substituting a new Schedule A) to Bank in form acceptable to Bank. Further, it is expressly understood and agreed that until the Bank is in receipt of an amended Schedule A, or written notice to amend Schedule A changing Authorized Agents, it will continue to act pursuant to designations as indicated on the Schedule A on file at Bank. An amended Schedule A will revoke all previous authorizations. Such notice shall be effective on the second Business Day following the day of Bank's receipt thereof, unless otherwise specifically agreed to by Bank. Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered, or sent by United States registered or certified mail, postage prepaid, or by express carver, and, if so addressed to: The Bank of Hemet 1600 E. Florida Avenue Hemet, Ca. 92544 Attention: Customer Service Manager and, if to Customer, addressed to: City of San Jacinto 201 E. Main Street San Jacinto, CA 92583 Attention: Patrick A. Williams unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when received. 10. Term and Termination. The term of this Agreement shall begin on the day a copy of the Agreement signed by Customer is delivered and executed by Bank, and shall end at 12:01 a.m., local time of Bank, on the first anniversary thereof. Unless otherwise terminated by either party as set forth below, this Agreement shall renew for successive terms of one year each. 11/25/96 4 Customer may terminate this Agreement at any time, Such termination shall be effective on the second Business day following the day of Bank's receipt of written notice of such termination (unless Bank otherwise specifically agrees to earlier termination) or such later date as is specified in that notice. Bank reserves the right to terminate this Agreement immediately upon providing written notice of such termination to Cummer. 11, Entire Agreement. This Agreement(including Schedule A, which is attached hereto and incorporated herein), together with the agreement governing the Account (the "Account Agreement"), is the complete and exclusive statement of the agreement between Bank and Customer with respect to the subject matter hereof and supersedes any prior agrcement(s) between Bank and Customer with respect to such subject matter. In the event of any inconsistency between terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. Customer agrees that all wire transfers will remain subject to and limited by any limitations on the number of transfers to or from that Account, as set forth in the Account Agreement. !2. Governin>Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California, including but not limited to Division 11 of the California Commercial Code. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers. City of San Jacinto CUSTOMER By z2��IL Name Patrick A. Williams Title Mayor THE BANK OF HEMET- By By Name Johan McDonough Name Elsa Chavez Title Chairman Title VP/Branch Administrator 'To be signed by the appropriate Bank officers in accordance with Operations Policy Procedure. l ll25/96 5 SCHED(&E A 1. AUTHORIZATION. A. Bank is hereby authorized to wire transfer funds upon and in accordance with Requests provided by any one of the following named officers or authorized agents(singularly or collectively,an"Authorized Agent")of the undersigned. Acet 1.(#)49 189 346-01 Account Name City of 5an Jacinto (General Acccunt? Authorized Authorized Agent Authorized Agent Amount Authority Bsnl iJsuu{ht4 ' Agent Name Title Signature Limitation Level•• " Interim Finance : George H. Kaenel Director —1400,000 Ray Bouza accountant $200,000 I James S. Mocalis City Manager $400,000 V Patrick A. Williams Mayor __j44__NiW • $400,000 V z,: ay, . Jim Ayres $400,000 Account 1(#) 4 918 93 5 4-0i Account Name City ❑f San Jacinto (payroll Account) Authorized Authorized Agent Authorized Agent Amount Authority Bat.... u 1tt1}G? Agent Name Title Signature Limitation' Level" �`iy `esFA YtcZj '. fAii 9 ': 9 9�gJlL': 9�f..Lbafnl'F6�i ev1:: ��x:)'K! ' fed fx N s L Accoant 3.(#}49189362-01 Account Name City of San Jacinto (Irrprest Account Authorized Authorized Agent Authorized Agent Amount Authority Bap)e�k Agent Name Title Signature Limitation` Level mm M s N B. Bank is hereby authorized to accept Requests from Customer by: x Phone —Fax —Leiter by US Mail/Courier Bank is also authorized to accept in-person Requests by an Authorized Agent to initiate Requests. SPECIAL INSTRUCTIONS:(indicate here any instructions or restrictions pertaining to any specific Authorized Agent listed above.) "Amount limitations apply only to a non-prearranged transfer. Amount limitations for prearranged transfers are sei in Section III below by dest n. "Authority level indicates the individual's ability to initiate or verify wire transfers, enter the applicable code: I=initiate V=verify B=both 11/25196 Initial A4- Date la t 6 Sr��LE A AUTHORIZATION. Bank is hereby authorized to wire transfer funds upon and in accordance with Requests provided by any one of the following named • officers or authorized agents(singularly or collectively,an"Authorized Agent")of the undersigned. recount 1.(#) 99189346-01 Account Name city Of San Jacinto (General Account) Audtorized Authorized Agent Authorized Agent Amount Authority .Banl�C7sat�tl� Agent Name Tide Signature Limitation' Level" ` m,� ( l� aJE$400,000 Vv 5 James W. ?ctts Treasurer •' pa tccount 2.(#) 49189354-01 Account Nati city of San Jacinto (Payroll Account) 3 Authorized Authorized Agent Authorized Agent Amount Authonry Eap1 €7Se e Agent ,fame Tide Signature Limitation' Level" � 3 ; ` AN recount 3.(ii) 4 9 189 36 2-01 Account Name City of San Jacinto (Itaprest Account Authorized Authorized Agent Authorized Agent Amount Authority Bap A_2entisamc Title Signature Limitation' Level`• xad� s" 4 Irv3i ypp:�..:.. ,.v✓ u e. ,,....:. Yi. Yj,yMP�L2 B. Bank is hereby authorized to accept Requests from Customer by: X Phone Fax Letter by US Mail)Coarier Bank is also authorized to accept in-person Requests by an Authorized Agent to initiate Requests. SPECIAL INSTRUCTIONS: (Indicate here any instructions or restrictions pertaining to any specific Authorized Agent listed above.) 'A t limitations apply only to a non-prearranged transfer. Amount limitations for prearranged transfers are set in Section III below b} desn. "Aa&.ority level indicates the individual's ability to initiate of verify wire transfers,enter the applicable code: 1-initiate V=verify B=both 112519E Initial Date Mf 5 HF.DULE A-CONTINU D 11.0 SECURITY PROCEDURES FOR NON-PREARRANGED REQUESTS A non-prearanged Request allows the Castomcrto wire transfer funds from any of the designated accounts listed above to any destination requested by Customer. A. Basic Procedures Customer understands and agrees that the authenticity of all non-prearranged Requests will he verified pursuant to the following security procedures: t. Bank will require the Authorized Agent making a Request to provide his/her personal identification and will verify the same against the Bank's information on file, 2. Bank will require the Authorized Agent making a Request to provide a numeric value with each Request. The numeric value will be calculated according to a formula provided by Bank; 1 Bank will verify the authenticity of the Request by:alculatirig a numeric value,using the same formula provided to Customer, and comparing this value to the value provided by the Authorized Agent. 4. Bank will place a call back to the Customer and request verification of the authenticity of the Request. Bank will obtain personal identification and a numeric value from the Authorized Agent designated to verify a Request. Bank will call only the telephone number designated by Customer. If no response is received from Customer's designated telephone number,or if verification cannot be obtained in accordance with the security procedures,Bank will treat the Request as unauthorized and will not execute the Request. Telephone number for call back verification: (909) 487-7332 B. Optional Procedures At the Customer's option,the Bank will perform the additional security procedures as indicated below by checking one of the following: 1. We agree that the Bank's security procedures listed above are commercially reasonable and do not require additional security procedures. 2_ We elect to have an additional unique employee code provided to each Authorized Agent. This unique employee code will he required by the Authorized Agent making the Request and the Authorized Agent verifying the Request, C. Authorized Agents Designated to Verify Authenticity of Request Customer may elect to require verification by an Authorized Agent other than the Authorized Agent responsible for initiation of the Request. NOTE: THE BANK RECOMMENDS CALL BACK VERIFICATION BY A SECOND AUTHDRIZED AGENT AS A MINIMUM LEVEL OF SECURITY. Please check=ofthe following: 1. Call back may be verified by any Authorized Agent, including the Authorized Agent who initiated the Request. 2. Call back may be verified only by an Authorized Agent other than the Authorized Agent who initiated the Request. D. Customer Responsibility to Review Customer has considered the Security Procedures contemplated for non-prearranged Requests,and finds that such security procedures are commercially reasonable. Customer agrees that the purpose of the Security Procedures is to verify the authenticity of Requests and not to detect an error in the Request,and that no security procedure for the detection of such errors has been agreed upon by Bann and Customer. In reaching this determination, the Customer has considered the size, type and frequency of Requests that the Customer anticipates, 11/25/96 Initial Date l 7 SCHEDULE A-CONTINUED Ill. SECURITY PROCEDURES FOR PRF,ARRANGED REQUESTS Aoarranged Request,sometimes referred to as a recurring Request,ahows a Customer to wire transfer funds from one designated account listed above to a predetermined destination. A. Basic Procedures Customer understands and agrees that the authenticity of all prearranged Requests will be verified pursuant to the following security procedures: 1. Bank will require the Authorized Agent making a Request to provide hiYher personal identification and will verify the same against the Bank's information on file; 2. Bank will require the Authorized Agent making a Request to provide a numeric value with each Request. The numeric value will be calculated according to a formula provided by Bank; 3. Bank will verify the authenticity of the Request by calculating a numeric value,using the same formula provided to Customer, and comparing this value to the value provided by the Authorized Agent. B. Optional Procedures At customer's option,the Bank will perform the additional security procedures as indicated below. Please check all that apply: 1. We agree that the Bank's security procedures listed above are commercially reasonable and do not require additional security procedures. . 2. We elect to have an additional unique employee code provided to each Authorized Agent. This unique employee code will be required by the Authorized Agent making the Request and the Authorized Agent verifying the Request if the call back verification below is selected. 3. Customer elects the Bank to place a call back to the Customer and request verification of the authenticity of the Request Bank will obtain personal identification and a numeric value from the Authorized Agent designated to verify a Request. Bank will call only the telephone number designated by Customer. If no response is received from Customer's designated telephone number,or if verification cannot be obtained in accordance with the security procedures,Bank will treat the Request as unauthorized and will not execute the Request. If this option is selected, you must also complete Section C below. Telephone number for call back verification: C. Authorized Agents Designated to Verify Authenticity of Request(complete only if B3 above is selected) Customer may elect to require verification by an Authorized Agent other than the Authorized Agent responsible for initiation of the Request. Please check one of the following: I. Call back may be verified by any Authorized Agent,including the Authorized Agent who initiated the Request, 2. Call back may be verified only by an Authorized Agent other than the Authorized Agent who initiated the Request. D. Customer Responsibility to Review Customer has considered the Security Procedures contemplated for prearranged Requests, and finds that such security procedures are commercially reasonable. Customer agrees that the purpose of the Security Procedures is to verify the authenticity of Requests and not to detect an error in the Request,and that no security procedure for the detection of such errors has been agreed upon by Bank and Customer. in reaching this determination,the Customer has considered the size, type and frequency of Requests that the Customer anticipates. . 1 11/25/96 Initial r' I/� Date 1 t" R . SCHEDULE A -CONTINUED E. Destination Information The following information is necessary in order to establish a prearranged Request. photocopy and complete the following for each prearranged wire transfer being estal lisped. Wire Description: TRANSFER FROM INFORMATION: Account Name: city Of Gan Jacinto (General Account) Account Number: 49189346-01 TRANSFER TO INFORMATION: Institution Routing/TranskNumber 121000358 institution Name: Bank of America (Sacramento Main Office) ins' ion Address: 555 Capitol Mall Suite 265 Sacramento, CA Ina ion Phone#: Beneficiary Name: City cf San Jacinto Beneficiary Address: 201 E. Main Street, San Jacinto, CA 92583 Beneficiary Phone#: Beneficiary Account Number: 0148515800 Further Credit Information/ Speciallnstructinns: City LAIF Investment Fund Maximum Amount: $400,000 Anticipated Frequency: Weekly [1I25/96 Initial Date SW ?Yr 9 0 SCHEDULE A-CONTTNIIED E. Destination InrOrmatiOn The following information is necessary in order to establish a prearranged Request. Photocopy and complete the following for each prearranged wire transfer being established. Wire Description: TRANSFER FROM INFORMATION: Account Name: City of San Jacinto (General Account) Account Number: 49189346-01 TRANSFER TO 1NFORMATiON: Institution Rcuting�Transit Number- 322070006 :nstitution Name: Home savings of America Ins ion Address: 102 E. Main Street San Jacinto, CA 92583 Inst ion Phone 4: Beneficiary Name: City of San Jacinto Beneficiary Address: 201 E. Main StrPPr., San Jacinto, CA 92583 Beneficiary Phone#: Beneficiary Account Number: 856-3305583 Further Credit Information/ Special Inmuctions: Maximum Amount: Anticipated Frequency: 11M/96 Initial ! /i ✓`"' Date � 4 9 SECRETARY'S CERTIFICATE The undersigned,Secretary of ,a California corpuratica(the"Company"),hereby certifies as follows: a. Attached hereto is a true,complete and correct copy of certain r aiutions of the Board of directors of:he Company,duty adopted by the Board at a meeting duly called and held,at ich a quorum was present and acting throughout;and b. Such resolutions have not been amended,modified or r scinded and remain in full force and effect on the date hereof;and C. That each of the persons named as authorized o tcers of the Company in the resolution holds the office of the Company set forth next to his or her name and the s' arures provided are genuine. IN WITNESS WHEREOF, the undersigned has he unto signed his name and caused this Certificate to be delivered,on the date shown. Late: (Si ature) (Print Name) Secretary i • 11/25.196 10 Resolution of the Board of Directors of The City of San Jacinto ("Company") WHEREAS,the Board has reviewed copies of the proposed Wire Transfer Agreement(the"Agreement"),to be entered into by and between the Company and The Bank of Hemet(the"Bank");and WHEREAS,the Board has determined that its participation in the Bank's wire transfer activity will be on the terms and conditions set forth in the Agreement. NOW,THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. It is in the best interest of the Company to participate in wire transfer activity,to include submission of wire transfer payment orders ("Requem") , such participation to be on the terms and conditions set forth ut the Agreement;and 2. The Board authorizes and directs an authorized officer of the Company, for and on behalf of the Company to negotiate,execute and deliver the Agreement and any renewals or amendments thereof,with such terms, covenants,and conditions as such officer or officers executing the Agreement on behalf of the Company may approve, such approval to be conclusively evidenced by the execution and delivery of the Agreement;and . 3. The Board has considered the security procedwes contemplated by the Agreement,and finds that such security procedures are commercially reasonable procedures for verifying that a Request or other communication purporting to have been issued by the Company as originator is in fact a Request of the Company. In reaching this determination,the Board has considered the size,type and frequency of Requests that the Company anticipatcs issuing to the Bank:and 4. The Board is aware that the Bank may have available alternative security procedures that may provide a.greater degree of certainty for verification of the authenticity of a Request,and authorizes and directs an authorized officer of the Company to disclose to the Bank the size,type and frequency of Requests that the Company anticipates issuing to the Bank,to review alternative security procedures available from the Bank,and to consent to and agree to the use of the security procedures set forth in the Agreement as submitted to the Board only after fast determining that such procedures are appropriate for the Company,such determination to be conclusively evidenced by the execution and delivery of the Agreement;and 5. The Board authorizes an authorized officer in connection with the Agreement(a)to initiate,cancel, confir-m or verify the authenticity of Requests,whether given orally,electronically,written or by facsimile instructions; and(b)to designate one or more persons authorized to perform any of the foregoing and to revoke any authorization granted to any such persons,as he or she deems appropriate;and 6. The Board authorizes an authorized officer in connection with the Agreement to delegate any of the authorities granted to aim or her under these resolutions to one or more persons and to revoke any authorization granted to any such person,as be or she deems appropriate;and ?. The Bank is authorized to act and rely on these resolutions until it actually receives written notice of their amendment or revocation;and • i t TS/96 1 l . 8, As used in these Resolutions, the terms, "authorized officer of the Company" and "authorized officer(s)of the Company"shall mean the follcwing acting{ }any two together, )separately. Title Name Sienature Initial Interim Finance t_ Director George H. xaenel t, Accountant Kay Bouza Yl'? city Manager James S. Mocalis !. Mayor Patrick A. Williams � ( �1 Vice Mayor Jim Ayres Treasurer James TAT. POttS ll�2Sr96 12 SCHEDULE B• CONTITUED SECURITY PROCEDURES-NON-STERLING SATELLITE USER TBank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be errine and to have been signed by the Company's Authorized Representative as set forth on Schedule C,any such communication shall be deemed to have been signed by such person. The authonzation and amount of each Credit Entry transmitted by Company(or third party vendor,as its agent,if applicable)to Bank shall be verifled by Bank using the security procedures listed below. Basic Procedure (a) No Credit Entry will be accepted by Bank unless: (I) initiated by a person whose name appears on the then-current list of Authorized Representatives to initiate Credit Entries on behalf of Company; (ii) The Authorized Representative initiating the Credit Entry provides the Bank with the appropriate signature and correct security code along with verification of totals contained in the transmission by sending a facsimile to the Bank's ACH Processing Department at(909) 684-0580_ (i i) Bank is able to confirm the authorization of the Credit Entry with a person whose name appears on the then-current list of Authorized Representatives to conftrn Credit Entries by placing a phone call to Company at the following designated phone number ; and (iv) The Authorized Representative confirming the Credit Entry provides the Bank v6th the appropriate file totals and correct security code, U111e55 otherwise specifically agreed to by Bank,no Authorized Representative wavy both initiate and confirm a Credit Entry. (c) Unless otherwise specifically agreed to by Bank,each Credit Entry shall be provided at the locadun and in conformance with timing requirements as specified by Bank. (d) If the Company is unable to supply the Ban,with the correct security code or the file totals on the transmission differ from the file totals supplied on the confirmation faxed to the Bank, or if transmission exceeds the established daily exposure limits, Bank will treat the transmission as unauthorized and will not execute the transmission. Security Codes. Bank will issue unique security rndes to each Authorized Representative that has the ability to initiate and to confirm Credit Entries. Bank may issue replacement security codes from time to t.me,which codes shall be effective as of the date specified by Bank. Optional Procedures. Company may choose Sterling Satellite option as a communication and authentication system which may provide Company with a greater degree of certainty for verifying authenticity of Credit Entries transmitted to Bank. Company Responsibility to Review. Company ;gas considered the Sc;urity Procedures contemplated fcr Non-Sterling Satellite Users,and finds that such security procedures are commercially reasonable.Company agrees that the purpose of the Security Procedures is to verify the authenticity of Entries transrruttod to Bank in the name of Company and not to detect an error in the transmission or content of any Entry,and that no security procedure for the detection of such errors has been agreed upon by Bank and Company. In reaching this determination,the Company has comidcrd the size,type and frequency 4edit Entries that the Company anticipates- lnitial_ Date 1 l 4 octabe 2.1"6 13