HomeMy WebLinkAboutItem 4.02 AgmtFedrlTrsryNotes&AgncyDebentrs
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CITY OF DUBLIN
AGENDA STATEMENT
eITY COUNCIL MEETING DATE: November 22, 1993
SUBJEeT: Agreement For eustody and Safekeeping Services For
Portfolio Investments Which are Federal Treasury Notes
and Federal Agency Debentures
~~prepared by: Paul S. Rankin, Assistant eity Manager)
EXHIBITS ATTACHED: 1. ~ List of Securities eurrently In City Portfolio
Subject to Safekeeping Services
2. / Excerpts From Proposal Presented By Bank of
ealifornia
3. /Resolution Authorizing
Agreement with Bank of
r V Services
REeOMMENDATION:'~ Adopt Resolution
Staff To Enter Into
California For eustody
FINANCIAL STATEMENT: Annual cost of Services is estimated to be $2,500,
plus $250 in transaction fees. Sufficient monies are included in the
Finance General Contract Services Account.
DESCRIPTION: In the past year the City has increased the portion of
the City portfolio, which is invested in debt instruments issued by the
Federal Government and Federal Agencies. Exhibit 1 details the investments
which fall into this category. Prudent cash management policies
recommended by the ealifornia Municipal Treasurer's Association suggest
that investments of this type should be maintained by a third party
custodian.
These investments are typically handled as a "book entry" in the Federal
wire system. This means that there is not an individual certificate issued
for each investment. The entries are made electronically through a
registered broker. In the past the ci ty has made arrangements for the
securities to be held by the broker who placed the original investment.
Each year the City must categorize these investments for disclosure in the
Annual Financial Report. The following summarizes the three categories of
reporting:
Investments that are insured or registered or for which
securi ties are held by the Ci ty or its agent in the
eity's name.
Investments that are unregistered for which the
securities are held by the financial institution's
trust department or agent in the eity's name.
Uninsured investments which are purchased and held by
the Trustee, but not in the City'S name.
The most secure arrangement would be to have the securi ties listed as a
Category 1. Category 2 also offers the City some protection and it is
preferable to a Category 3 arrangement. with the most recent audit Maze &
Associates reviewed the current arrangement and the securities were placed
as a Category 3.
Category 1:
eategory 2:
Category 3:
The securities held by the eity as of June 30, 1993, were all held by Bank
of Ca~ifornia Investment Division under, "Bank of California as Custodian
for City of Dublin." In addition to having the bank listed as the owner,
ITEM NO.
4..2
COPIES TO: Cory Biggs, Maze & Assoc.
CITY CLERK
FILE~
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there was no formal agreement, which specified the services to be provided.
Since the date of the audit the eity has purchased additional securities
through Smi th Barney Shearson. Their custody department is currently
holding the securi ties, while Staff completed the review necessary to
establish a third party safekeeping account.
The use of a custodial account clearly establishes the City's right of
ownership. In the event of a Bank failure or merger it is clear that these
are not assets of the particular financial institution. It should be noted
that neither Staff nor the auditors have identified any legal
'irregularities with the current arrangements. However, a formalized third
party relationship will add additional security to the eity's investment of
public funds. This will also consolidate principal and interest paYments.
These investments pay interest twice each year and the CUstodian will wire
the paYment directly to the ei ty . The City will also recei ve monthly
reports from a single institution for all of the securities.
Staff solicited bids from four financial institutions which provide these
services. Bank of ealifornia offered the services at the lowest fee. The
annual cost for the account is $2,500 and the Bank has agreed to hold this
price for a period of two years. The level of service provided as well as
our past experience with the firm appears to meet the City'S needs at this
time. Attached to this report are excerpts from the Bank of California's
proposal as well as a proposed agreement. Although this specific expense
was not originally anticipated in the 1993-94 Budget, there appears to be
adequate funds in the 1993-94 Finance eontract Services Budget to
accommodate this expense.
Staff recommends that the City eouncil adopt the Resolution authorizing the
agreement with Bank of California.
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City of Dublin
Proposal for Custody and Safekeeping Services
,-' Ex c e.R. pr -.$ ;'/
I. SERVICE PROPOSAL
EXPERIENCE AND CAPABILITY
The Confidence of Strength
Founded in 1S64, The Bank of California is the oldest incorporated
banking institution in the West. Now, with our parent, The Mitsubishi
Bank, Limited, we are part of one of the world's largest financial
organizations, with more than 339 billion in assets.
An Attitude of Service
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Institutional Custody Services at The Bank of California is a specialty
service from a bank known for its specialty services. Our service is
specifically designed to meet the Government Accounting Standards
Board (GAS B) requirements.
Professional Settlement
We can settle your security trades whatever the particulars. We are
experienced in the settlement procedures of DTC-eligible and ineligible
securities, even proprietary issues marketed by brokerage houses.
At The Bank of California managers who monitor our trade settlement
area have an average of 20 years experience. Their tenure means they
know the ropes. Over the years they have built a solid network of
relationships with other professionals they can call upon to expedite
transactions.
Their ability to anticipate difficulties often means the difference between
a failed trade and a routine transaction.
Easy Communications
Inkeeping with the premium we put on client service, we make it easy to
stay in touch. We have a toll-free SOD-number you can use to reach your
account officer with an inquiry.
There's also an SOD-fax number for transmitting trade information and
instructions.
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City of Dublin
Proposal for Custody and Safekeeping Services
Our operating systems are completely integrated. So all information,
from pricing to settlement status, is immediately available.
Many clients also choose a dial-up link from their personal computers to
our system for up-to-the-minute information on account status or activity.
Strict security procedures help ensure confidentiality.
Flexible reporting
We think you will find our statements especially easy to read and
understand. All information is available in both summary and detail form.
In addition, a variety of special statements options are available for those
with unique format preferences. Reports also can be generated on
whatever frequency cycle you need.
COMMITMENT TO THE CUSTODY BUSINESS
The Bank of California is one of the largest providers of trust and
investment management services on the west coast. We act as
custodian for over 18 Billion in assets. The Bank processes over 500
trades daily.
Under the direction of Executive Vice President, Ralph Rasmussen, this
unit offers a variety of services to individuals, municipalities, and
businesses. The Group's strategy is to market aggressively in its
traditional geographic and product markets, while at the same time
developing options to expand into new markets.
As part of its growth plan, the bank acquired the trust business of
Westamerica Bank, headquartered in Marin County, California, as well
as the trust business of Central Bank, headquartered in Contra Costa
County. These acquisitions have positioned us to better serve our
clients.
At a time when other banks are cutting back on traditional, full service
approaches to clients, we are standing fast. In fact we're willing to invest
the time and the resources necessary to develop and deliver high-value
products and services, because we believe that ultimate beneficiaries
are our clients.
Our commitment is to be the premier provider of Trust and Investment
Management Services in the West.
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City of Dublin
Proposal for Custody and Safekeeping Services
DATA PROCESSING AND SYSTEMS
The Bank uses National Computer Systems' Series 11 Trust Accounting
System.
The Series 11 Trust accounting system is complemented by various
subsystems such as: A Custody Interface Subsystem, an Order Entry
Subsystem, a Report Generator Subsystem, a Depository Trust
Company Institutional Delivery (DTC-ID) Subsystem, and an On-line
Access Subsystem.
The Bank of California is one of the first banks on the West Coast to
offer direct access to the clients' account information. The dial-in system
helps to simplify and enhance the ability to manage accounts and
increase the efficiency of operations personnel. Through a simple
process, this system provides on-line real-time to the transaction and
position information vital to the day-to-day investment responsibilities.
Some of the advantages of the system are the ability to inquire and print
transaction reports at your discretion, without the delays associated with
mailed reports or phone calls to the bank. Specialized reports can be
generated which allow you to see account activity in a variety of ways.
And freedom from handling and storage of paper since the information is
stored for 18 months.
CUT OFF TIMES
The Bank is a member of the 12th Federal Reserve District.
The security transfer cut-off time is: 2:30 P.M. E.ST.
The money transfer cut-off time is: 2:30 P.M. E.S.T.
Cut-off time outside the 12th District is: 2:00 P.M. E.S.T.
CASH MANAGEMENT
The Bank provides a daily cash sweep for custody and safekeeping
account. You can direct excess cash to a family of funds for which The
Bank of California is the investment advisor.
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City of Oublin
Proposal for Custody and Safekeeping Services
LOCATION OF SECURITIES
Federal Reserve Bank of San Francisco
101 Market Street
San Francisco, CA 94105
Type of security:
U.S. Government and Agency Securities.
U. S. Trust Company of New York
770 Broadway I 13th floor
New York, NY 10003
Type of security:
Repurchase agreements
Bankers acceptances
Certificates of Deposit
Depository Trust Company of New York
55 Water Street
New York, NY 10041
Type of security:
Equity issues
Municipal Bonds
Medium Term Notes
Corporate bonds
SDFS issues
Commercial paper
Participants Trust Company
40 Rector Street
New York, N.Y. 1006
Type of Security:
GNMA'S
Euroclear Operations Center
Rue De La Regence 4
Brussels, Belgium
Type of Security:
SAMPLE STATEMENTS
Foreign Issues
Samples of our statements and confirmations are enclosed. The
Flexibility of our system allows the user to choose a statement format
from a number of choices. The most popular statement formats are
enclosed.
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City of Dublin
Proposal for Custody and Safekeeping Services
ON-LINE ACCESS
The Bank is willing to provide on-line real-time inquiry and reporting
access to the City via personal computer and modem at no charge.
INCOME COLLECTION
The Bank will credit the City's account on payable date for all interest
and other sums paid by the issuers of securities held by the Bank.
Certificates of deposit are credited on actual receipt of funds from the
issuer.
FAILED TRANSACTIONS
All transactions will be settled on contractual settlement date. The Bank
will follow up on buy/sell fails.
OWNERSHIP STRUCTURE
Parent Company
BanCal Tri State Corporation
400 California Street
San Francisco, CA 94104
a wholly owned subsidiary of
The Mitsubishi Bank, Limited
7 -1, Marunouchi 2 chome,
Chiyoda-ku
Tokyo 100, Japan
The Mitsubishi Bank, Limited is the sixth largest bank in the world, a
publicly held company listed on the New York and Tokyo stock
exchanges.
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FINANCIAL FACTS ABOUT THE BANK OF CALIFORNIA
CAPITALIZATION
At June 30, 1993, The Bank of California ratios of 7.80 percent for Tier One, 13.00
percent for Total Capital, and 7.50 percent for Leverage Capital were (and remain) well
above the current minimum regulatory requirements of four percent, eight percent and
three percent, respectively. All of these ratios represent an increase over the ratios
reported at March 31, 1993.
DEBT RATINGS
Standard & Poor's and Moody's are both widely recognized sources of bank-rating
data. Both evaluate the short- and long-term debt ratings of The Bank of California and
the bank's parent company, The Mitsubishi Bank, Limited, very favorably.
Mitsubishi Bank's current long-term debt rating from Moodys is Aa3. The Aa3
designation is termed by Moody's as being i'debt judged to be of high quality by all
standards." At July 28, 1993, no other major bank operating in the tri-state region
enjoyed a higher long-term debt rating from Moody's. The Bank of California's
long-term debt rating is A-2, a rating described by Moodys as possessing "many
favorable attributes and is to be considered upper-medium grade with security ranking
in the middle range of its generic rating category."
At July 28, 1993, Standard & Poors rated Mitsubishi Bank's long-term debt at AA and
The Bank of California at AA-. No other major California bank ranks as high in this
respect as The Bank of California.
SIZE
The Bank of California is the fifth-largest commercial bank in California, with assets of
$7.80 billion at June 30,1993. At December 31,1992, the bank was ranked 70th-
largest in the country in terms of assets. Mitsubishi Bank is the sixth-largest bank in the
world, with assets of $419.0 billion at September 30, 1992, the end of its most recent
fiscal year.
OWNERSHIP
Mitsubishi Bank has owned The Bank of California since 1984 and has consistently
demonstrated its long-term commitment to its West Coast subsidiary. Mitsubishi has
invested $901 million in equity in its acquisition and expansion of The Bank of
California. In 1984, The Bank of California operated 19 banking offices; today, it
operates 46 offices in California, Washington and Oregon, 11 international offices, and
an office in New York. Total assets have grown from $3.4 billion to $7.80 billion since
1984.
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INSTITUTIONAL CUSTODY SERVICES
SCHEDULE OF FEES
For
FINANCIAL INSTITUTIONS, MUNICIPALITIES, INSURANCE COMPANIES,
CORPORATIONS, AND ORGANIZATIONS '
MONTHLY ADMINISTRATION FEES
$ 50
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Custodian fees for services rendered under a Custodian-Depository Agreement are as follows:
SERVICES AVAILABLE
. 'Trade Settlement
. Asset Safekeeping
. Income Collection
. Daily Cash Sweep into the HighMark money market fund
. Capital Changes - Proxies
. Monthly Cash and Asset Statements
. Personal,Account Coordinator assigned to your account
. Toll free 800 telephone line and 800 fax line
. Monthly Cash and Asset Statements
. Dial-in access to the Bank's Trustware Accounting System
ITEMIZED FEES
Transaction Fee
$15 Depository Eligible
$40 Depository Ineligible
Monthly Holding Fee
$ 1 Depository EligIl)le
$ 4 Depository Ineligible
Disbursements, Fedwires
CMO Paydowns
Additional Asset/Cash Statements
Out-of-Pocket Expenses
$10
$15
$10
As incurred
MINIMUM ANNUAL AGGREGATE FEE
$2,500
A transaction is defined as any activity affecting assets, such as purchase, sale, tender offer, stock dividend, free
deliveries, maturity, exchange, redemptions, ete. Fees for Foreign securities, foreign exchange transactions,
international wires and Don-standard services are quoted separately,
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Fees charged monthly against the client's account unless othelWise agree.. This fee schedule is subject to change upon
30 days written notice.
FS021390.KG
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RESOLUTION NO.
- 93
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AUTHORIZING THE EXECUTION OF A CUSTODY AGREEMENT WITH
THE BANK OF CALIFORNIA, N. A.
WHEREAS, prudent cash management practices recommend that Federal
securities be held by a third party custodian; and
Whereas, consolidating the record keeping of all Federal
securities with a single institution will provide for a more efficient
administration of the City's portfolio: and
Whereas, accounting for these investments pursuant to a written
agreement will provide improved security for the city Treasury; and
Whereas, the Staff solicited proposals for these services from
various financial institutions; and
Whereas, the services offered by The Bank of California were
determined to meet the City's needs.
NOW, THEREFORE, BE IT RESOLVED that the city Council of the eity of
Dublin does hereby authorize the city Manager to execute the Custody
Agreement between the city of DUblin and The Bank of ealifornia (Exhibit
A), attached hereto and by reference made a part hereof.
PASSED, APPROVED AND ADOPTED this 22nd day of November, 1993.
AYES:
NOES:
ABSENT:
Mayor
ATTEST:
city Clerk
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CUSTODY AGREEMENT
This agreement is made between City of Dublin
N.A. ("Bank")
TERMS AND CONDITIONS
, ("Client") and The Bank of California,
1. APPOINTMENT AS AGENT
Client hereby appoints Bank as agent to act as custodian of cash, securities, and other
property ("Property") described on Schedule A, attached hereto, and other property which
may be deposited by Client with Bank from time to time to be held in the account
established by this Agreement ("Account") and Bank agrees to act as Client's agent for
such property according to the terms and conditions of this Agreement.
2. HANDLING OF INCOME AND PRINCIPAL
2.1 Income. Bank shall collect the income, when paid on said Property, and hold it in a
demand deposit income account until invested or otherwise disposed of pursuant to
Client's written instructions.
2.2 Principal. Bank shall collect principal of Property when paid on maturity, redemption,
sale, or otherwise, and hold it in a demand deposit principal account until invested or
otherwise disposed of pursuant to Client's written instructions.
2.3 Collection Obliqations. Bank shall diligently collect income and principal of which the
Bank has received actual notice in accordance with normal industry practices.
However, Bank shall be under no obligation or duty to take any action to effect
collection of any amount if the securities or other Property upon which such amount is
payable is in default, or if payment is refused after due demand unless the Bank has
been adequately indemnified by Client in advance. Bank, however, shall notify Client
promptly of such default or refusal to pay.
2.4 Additions to and Withdrawals from Account. Bank shall make all additions and
withdrawals of Property to and from this Account only upon receipt of and pursuant to
written instructions from Client except for those withdrawals provided for in Section 4.
Upon receipt of such order for each withdrawal, unless otherwise instructed in writing,
Bank shall deliver the Property so withdrawn to Client or to Client's designee, upon an
appropriate receipt.
3. INVESTMENT OF PROPERTY
3.1 Directions bv Client. Client shall have sole responsibility for the investment, review,
and management of all Property held in this Account. Bank shall make all purchases,
sales, conversions, exchanges, investments and reinvestments of Property held in
this Account only upon receipt of and pursuant to written instructions from Client.
Bank shall have no duty or obligation to review, or make recommendations for, the
investment and management of any Property held in this Account, including
uninvested cash.
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3.2 Handle Comorate Actions. Bank shall notify Client of the receipt of notices of
redemptions, conversions, maturities, exchanges, calls, puts, subscription rights, and
scrip certificates ("Corporate Actions"). Bank need not monitor financial publications
for notices of Corporate Actions and shall not be obligated to take any action without
waiting for Client's instruction. If a Corporate Action has a fixed expiration date, and
Bank has not received written instructions regarding it from Client five business days
prior to such date, Bank shall take such action as it deems appropriate in its sole
discretion.
3.3 Fractional Interests. Bank shall receive and retain all stock distributed by a
corporation as a dividend, stock split, or otherwise. However, in connection therewith,
if a fractional share is received, Bank shall sell such fractional share.
3.4 Use of Nominees. Bank shall have the right to hold all registered securities in the
name of its nominee.
3.5 Use of Securities Depository. Bank may, in its discretion, deposit in a securities
depository any securities which, under applicable law, are eligible to be deposited.
4. PLEDGE OF SECURITIES
Client shall inform Bank in writing in the event that Client has pledged any Property held in
the Account as collateral ("Pledged Collateral") for any loan or advance ("Secured
Obligation") made to Client by The Bank of California, N.A., or by any other lender
designated by Client ("Secured Party"). Client's notice to Bank shall precisely identify the
Pledged Collateral and state the name, address, telephone number and telex number of
the Secured Party and the appropriate officer, if any, to contact in connection with the
Pledged Collateral, and Client shall provide evidence that a copy of such notice has been
provided to the Secured Party. Client shall be responsible to Bank for keeping Bank
informed of any changes to this information, and Bank shall be fully protected in relying on
such notice until receipt of a notice providing additional or substituted information. Bank
shall segregate and identify such Property in its records as pledged. Notwithstanding
anything to the contrary contained in this Agreement, by providing the notice referred to
above, Client acknowledges and agrees that the terms of this Custody Agreement are
superseded by the terms of any pledge or security agreement covering the Pledged
Collateral, and that Bank cannot release the Pledge Collateral without the prior written
consent of the Secured Party. In the event that the Secured Party shall notify the Bank in
writing of a default of such Secured Obligation, Bank shall follow, with no further obligation,
the written instructions of the Secured Party regarding the Pledged Collateral and shall be
fully protected in so doing. Any interest or principal payments due on the Secured
Obligation may be charged to the Account upon written instruction from Client.
5. PROXIES AND CORPORATE LITERATURE
5.1 Proxies. Bank shall forward all proxies and accompanying material issued by any
company whose securities are held in the Account to Client unless directed in writing
not to do so.
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5.2 Corporate Literature. Bank shall have no duty to forward or retain any other
corporate material received by the Account unless required to do so by law.
5.3 Disclosure to Issuers of Securities. Unless Client directs Bank in writing to the
contrary, Client agrees that Bank may disclose the name and address of the party
with the authority to vote the proxies of the securities held in this Account as well as
the number of shares held, to any issuer of said securities or its agents upon the
written request of such issuer or agent in conformity with the provisions of the
applicable law.
6. CONFIRMATIONS
6.1 Confirmations. Bank shall have no responsibility to send confirmations of security
transactions occurring in this Account to Client; however, Client may request
confirmations for security transactions at any time at no additional cost to Client, and
such confirmations shall be sent to Client within the time prescribed by law.
6.2 Statements. Each month, Bank shall send Client a cash statement and an asset
statement showing market values. The statements will show all income and principal
transactions and cash, securities and other Property holdings. Client may approve or
disapprove such statement within sixty (60) days of their receipt and, if no written
objections are received within the sixty-day (60) period, such statements of the
account shall be deemed approved.
7. USE OF OTHER BANK SERVICES
Client may direct Bank to utilize for this Account other services or facilities provided by
Bank, its subsidiaries or affiliates. Such services shall include, but not be limited to (1) the
purchase or sales of securities as principal to or from, or, (2) the placing of orders for the
purchase, sale, exchange, investment or reinvestment of securities through any brokerage
service conducted by, or (3) the placing of orders for the purchase or sale of units of any
investment company managed or advised by Bank, BanCal Tri-State Corp., or their
subsidiaries or affiliates. Client hereby acknowledges that Bank will receive additional fees
for such services in accordance with Bank's standard fee schedules, which shall be
delivered to Client from time to time.
Notwithstanding the above, Client hereby directs Bank to utilize for this Account for cash
management purposes the HighMark Group of mutual funds advised by Bank. Client shall
designate the particular HighMark Fund that Client deems appropriate for the Account.
Client hereby acknowledges that Bank will receive management fees for such services in
accordance with Bank's standard fee schedules, which shall be delivered to Client from
time to time. These management fees will be in addition to those fees charged by Bank as
agent for the Client's Custody Account.
8. INSTRUCTIONS
All instructions from Client shall be in writing, and shall continue in force until changed by
subsequent instructions. Pending receipt of written authority, Bank may, in its absolute
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discretion at any time, accept oral, wired, or electronically transmitted instructions from
Client provided Bank believes in good faith that the instructions are genuine.
9. COMPENSATION AND OTHER CHARGES
9.1 Compensation. Bank's annual fee as agent shall be based on the published standard
fee schedule of the Bank for Custody Accounts as it exists from time to time. Fees
shall be billed quarterly.
9.2 Charoina the Account. Bank is authorized to charge the Account for incidental
expenses as well as for funds necessary for Bank to complete any purchase or
expense, to make any directed disbursement or take any other action regarding the
Account. Bank shall have no duty to make any purchases, exchanges, or
disbursements or to incur any expenses, unless the funds necessary to cover the
amount of the expense are available in the Account.
10. COST BASES AND DATES OF ACQUISITION
Client agrees to furnish Bank with the income tax cost bases and dates of acquisition of all
Property held in the Account to be carried on its records. If Client does not furnish such
information for any such Property, Bank shall carry the Property at any such nominal value
it determines, such value to be for bookkeeping purposes only. All statements and
reporting of any matters requiring this information will use this nominal value. Bank shall
have no duty to verify the accuracy of the cost bases and dates of acquisition furnished by
Client. Property purchased in the Account shall be carried at cost.
11. LIMITED POWER OF ATTORNEY
Bank is hereby granted a limited power of attorney by Client to execute on Client's behalf
any declarations, endorsements, assignments, stock or bond powers, affidavits, certificates
of ownership or other documents required (1) to effect the sale, transfer, or other
disposition of Property held in the Account, (2) to obtain payment with respect to Property
held in the Account, or (3) to take any other action required with respect to the Property
held in the Account, and in the Bank's own name to guarantee as Client's signature so
affixed.
12. INDEMNIFICATION
As additional consideration for the Bank's acceptance of this Account and Agreement to
act as "Agent," Client agrees to indemnify, and hold Bank, its officers, directors, employees
and agents harmless from and against any and all losses, liabilities, demands, claims, and
expenses, any attorney's fees and taxes (other than those based on Bank's net income)
arising out of or in connection with this Agreement, or out of any actions of Client or Client's
agents which are not caused by Bank's negligence or willful misconduct. This provision
shall survive the termination of this Agreement and shall be binding upon each party's
successors, assigns, heirs and personal representatives.
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13. AMENDMENT AND TERMINATION OF AGREEMENT
13.1 Amendment. This Agreement may be amended only by a written agreement
executed by both Bank and Client.
13.2 Termination. This Agreement may be terminated at any time by written notice from
one party to the other. Such termination shall be effective immediately. In addition,
this Account shall terminate upon notification to the Bank of Client's incapacity or
Client's death. Upon termination, Bank shall have a reasonable amount of time to
transfer the Property held in the Account in accordance with the written instructions of
Client or the person or entity legally entitled to receive such property. Costs related to
termination, including without limitation, costs for shipping securities and other
Property held in the Account and costs of re-registering securities, generating reports
and accounting for disposition of cash shall be charged to the Account.
14. ENTIRE AGREEMENT
This Agreement and Addendum (not Applicable) constitute the entire Agreement between
the parties. All previous agreements, whether written or oral, between the Bank and Client,
are hereby superseded, except any direction to Bank prohibiting it to disclose information
to issuers of securities as provided in Section 5.3.
15. SINGULAR AND PLURAL
If more than one person shall execute this Agreement, then where the context permits,
singular pronouns shall be deemed to be plural personal pronouns.
16. GOVERNING LAW
This agreement shall be governed by, and construed under, the laws of the State of
California/OregonlWashington.
17. TAXATION OF ACCOUNT
17.1 W-9 Certification. Client agrees to provide a completed W-9 or W-8 certification, as
appropriate, to Bank.
17.2 Client's Tax Identification Number is:
17.3 Client's responsibilitv for FilinG Tax Returns and PavinG Taxes. Client is responsible
for filing any and all tax returns and for paying all taxes on Property and income held
in this Account.
18. NOTICES
18.1 MailinG of Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed as having been duly given on
the date of service, if served personally on the party to whom notice is to be given, or
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on the fifth day after mailing, if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid, and properly addressed as
follows:
Client: City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attn: Paul S. Rankin
Administrative Services Director
Bank: The Bank of California
475 Sansome Street, 12th Floor
San Francisco, CA 94111
Attn: Ellen Koerner
Vice President
18.2 Chanqe of Address. Either party may change the address at which notice may be
given by giving ten (10) days prior written notice of such change to the other party.
19. EFFECTIVE DATE
This Agreement shall become effective upon the date of receipt by the Bank of the
securities and other property described in the attached Schedule A.
Client:
By:
Title:
Date:
Accepted:
THE BANK OF CALIFORNIA, N.A., Agent
~-Ur7 /.~~
Title: i//u /~
//-/tJ- 9.;}--
By:
Date:
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