AG 12-095I I RETURN TO: q -Brewn 14((-P ,r; � DI /1 EXT: 2524
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT. /DIV: FINANCE
2. ORIGINATING STAFF PERSON: TOM BROWN
4.
EXT: 2524 3. DATE REQ. BY: _04/1/16
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
NAIROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
x CONTRACT AMENDMENT (AG #): 12-095
❑ OTHER
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
5. PROJECT NAME: _BANKING SERVICES
6. NAME OF CONTRACTOR: _KEY BANK
ADDRESS: _1301 5Th AVE 25Th FLOOR, SEATTLE, w 98101 TELEPHONE 206- 343 -6970
E- MAIL:_ROBBI.STEDMAN @KEY.COM FAX: 1-866-785-9277
SIGNATURE NAME: ROBBI STEDMAN TITLE VICE PRESIDENT
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES X PRIOR CONTRACT /AMENDMENTS
8. TERM: COMMENCEMENT DATE: _JULY 1, 2016 COMPLETION DATE: JUNE 30, 2017
9. TOTAL COMPENSATION $ N/A (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $
❑ CITY ❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT /CONTRACT REVIEW
❑ PROJECT MANAGER
x DIRECTOR
❑ RISK MANAGEMENT OF APPLICABLE)
X LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
INITIAL / DATE REVIEWED
iSks 6- 13—t
COMMITTEE APPROVAL DATE:
PAID BY: ❑ CONTRACTOR
INITIAL / DATE APPROVED
ilv
COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
LAW DEPARTMENT
CHIEF OF STAFF
(X' SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
y SIGNED COPY RETURNED
COMMENTS: rTh
\t-\,„ oft )(hi
INITIAL / DATE S N
AG# _12 -095
DATE SENT:
C vot lc"
oil Aood e ie Crin rMC 1
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cdyoffederalway_ corn
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
BANKING SERVICES
This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Key Bank, a national banking organization ( "Contractor "). The City and Contractor
(together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original
Agreement for banking services ( "Agreement ") dated effective July 17, 2012 as follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no
later than June 30, 2017 ( "Amended Term ").
2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit C -1, attached hereto and incorporated by this reference. The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit "C-1", the Contractor
shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the
performance and payment of this Agreement.
3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
AMENDMENT
[Signature page follows]
- 1 - 1/2015
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www crtyoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
Bv:
DATE: 7
KEY BANK
By:
Printed Name: Robbi Stedman
Title: Vice President
DATE:
STATE OF WASHINGTON )
wv h ) ss.
COUNTY OF I4 € )
ATTEST:
erk, Stephanie Courtne
APPROVED AS TO FORM:
te City Attorney, Amy Jo Pearsall
On this day personally appeared before me Robbi Stedman, to me known to be the Vice President of Key Bank that
executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this
t 01/11/ WOW
•
AA0TARi%.
: Mar 2 2019
PUBLIC •mac
day of
Notary's signature
Notary's printed name
, 20` (ri
Notary P f.lic in and for the State of Washington.
My commission expires
AMENDMENT - 2 - 1/2015
CITY QF
'4.r Federal Way
EXHIBIT "C -1"
COMPENSATION
On -Line Banking Services
Current Day Account
Current Day Detail Transactions
Prior Day Account
Prior Day Detail Transaction
Account Transfer
Image Access
Photocopy Request -Item
Returned Item Report
Account Management Module
Deposits and Disbursements:
Account Maintenance
Banking Center Deposit
Electronic Credit Item
Deposited Checks
Deposited Items Returned
Redeposited Returned Item
Electronic Debit Items
Checks Paid
Stop Payments - Manual or KTT
Deposit Corrections
Canadian Deposited Item
Coin /Currency Services:
Cash/coin Deposited -Per $100
Currency Ordered per Strap
Coin Rolls Ordered Per Roll
Coin Bag Deposited
Image Services:
Image Archive 7 Years
Fraud Prevention:
Positive Pay Maintenance
Full Reconcilation Account
Positive Pay Recon
Positive Pay Input Item Transmission
Positive Pay Items Manual Input
Positive Pay Items
Payee Positive Pay Match
Payee Positive Pay Per Item
Positive Pay Input File Daily
ARP Transmission Output File
Reconciliation Per Item
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffedera/way_corn
$10.00
$0.05
$10.00
$0.05
$5.00
$15.00
$10.00
$0.75
$0.04
$0.04
$5.00
$2.50
$0.04
$0.10
$5.00
$1.00
$2.00
$0.002
$0.65
$0.20
$2.00
$10.00
$25.00
$15.00
$0.05
$0.025
$25.00
$25.00
$0.04
AMENDMENT - 3 - 1/2015
` CITY
Federal Way
EXHIBIT "C -1"
COMPENSATION
(continued)
Wire Transfer:
Wire Transfer In
Wire Transfer Out - Federal Non - Repetitive
Wire Transfer Out - Domestic Non - Repetitive
Wires Monthly Client Maintenance
ACH Transaction:
ACH Reports - Electronic
ACH Filter (Fraud Protection) Maintenance
ACH Maintenance
ACH Return Items
ACH Notification of Change
ACH Payroll Processing -1 Day Settlement
ACH Input Item electronic
ACH Credits
ACH Debits
ACH Notification of Change
ACH Direct Module Maintenance
ACH Filter (Fraud Protection) Authorization
ACH Originated Addenda Item
ACH Received Addenda Item
ACH Reversal or Deletion
CAR Report via KTT
CAR, NOC, RTN Report via Email
Account Protection w/UPIC
Pricing for recommended services
On -Line Banking Service:
EDI Remittance Report
ACH Transaction:
ACH Online Module Maintenance
Image Services:
Image CD Creation - Paid Checks
Image CD Item Capture - Paid Checks
Remote Deposit Services:
Key Capture Monthly Maintenance
Other Services:
KeyTax
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835-7000
wew cityoffederalway_com
$5.00
$5.00
$5.00
$10.00
$5.00
$25.00
$2.50
$1.50
$5.00
$5.00
$0.04
$0.04
$1.50
$10.00
$5.00
$0.03
$0.03
$3.00
$10.00
$7.00
$20.00
$15.00
$10.00
$10.00
$0.02
$25.00
$1.00
AMENDMENT 4 - 1/2015
�TURrr To: � > K�� �;!.) 5 ExT: f � � � �,
��. �,
CITY OF FEDERA.L WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DN:
2. ORIGINATING STAFF PERSON: HEIDI HU�SON EXT: 2524 3. DATE REQ. BY: 6/19/12
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTR.ACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
� GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES ! CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sorm �La� Docun�rrTS>
❑ ORDINANCE ❑ RESOLUTION
� CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER _
5. PROJECT NAME: BA1vKING SERVICES
6. NAME OF CONTRACTOR: KEY BAtvx
ADDRESS: 601 108"' AvE NE BELLEVUE WA 98004 TELEPHONE (360) 529-2714
E-MAIL: RoBB� M S'['ED�tv(c��YSatvx.coivl FAX: (866) 785-9277
SIGNATURE NAME: RoBB�E S�Dtvtatv TITLE VICE PRESIDENT & SENIOR RELATIONSHIP MANAGER
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE X ALL
OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES � PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: JULY 1, 2012 COMPLETION DATE: JUNE 30, 2016
9. TOTAL COMPENSATION $ N/A (INCLUDE EXPENSES AND SALES TAX IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑�s ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
�IRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
�LAW — � ( � � "7.Z��Z'�
1
11. COUNCIL APPROVAL (IF .�PPLIC.�Bt,E) COMMITTEE APPROVAL DATE: �����Z. COUNCIL APPROVAL DATE: SI ��l �
12. CONTRACT SIGNATURE ROUTING
�4 SENT TO VENDOR/CONTRACTOR DATE SENT: ��?�I/Z DATE REC d/y�/Z
[� ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
� LAW DEPARTMENT
C� SIGNATORY (MAYOR OR DIRECTOR�
!� CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
INITIAL / DATE SIGNED
r�JP �l- i3- �2 .--�r�.v� f�x - C
��/�� L
�1 • � �i2
AG# � 2. - �
DATE SENT: ""� - 1 Qj� l 2
v► a'�����''` `�'�
COMIVIENTS:
c�
fi1L5
CITY OF CITY HALL
� Federal Wa 33325 8th Avenue South
�/ � ( e �A 98003-6325
rvw►a! ciryotFederalwej! can
PROFESSIONAL SERVICES AGREEMENT
FOR
BANKING SERVICES
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and KeyBank, a National Banking Organization ("Contractor"). The City and Contractor (together
"Parties") are located and do business at the below addresses which sha11 be valid for any notice required under this
Agreement:
INSERT CONTRACTOR'S CO. NAME:
Robbi Stedman, Vice
Manager
601 108�` Ave NE
Bellevue, WA 98004
President & Senior Relationship
(360) 529-2714 (telephone)
(866) 785-9277 (facsimile)
Robbi M Stedmannakevba
The Parties agree as follows:
CITY OF FEDERAL WAY:
Tho Kraus, Finance Director
33325 8�' Ave. S.
Federal Way, WA 98003-6325
(253) 835-2520 (telephone)
(253) 835-2509 (facsimile)
Tho.Kraus@cityoffederalway.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Ageement, which sha11 be
the date of mutual execution ("Effective Date"), and shall continue until the completion of the Work, but in any event no
later than June 30�', 2016 ("Term"). This Agreement may be extended for addirional periods of time upon the mutual
written agreement of the City and the Contractor.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", atta.ched
hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for
other similar services within the Puget Sound region in effect at the time those services are performed, performed to the
City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her
designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services
and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited
to obtaining a City of Federal Way business registration. Services shall begin immediately upon the Effective Date of this
Agreement. Services sha11 be subject, at a11 times, to inspection by and approval of the City, but the making (or failure or
delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services
in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its
substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party ninety (90) days written notice at its address set forth above. The City may terminate this Agreement immediately if
the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and
such may result in ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Conttactor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit "C", attached hereto and incorporated by this
reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein sha11
remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "C", the Contractor sha11 be
solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and
payment of this Agreement.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
- 1 - 4/2011
CITY OF
,� Federal
CITY HALL
W �� 33325 8tli Avenue South
Federal Way, WA 98003-G325
(253)835-7000
www. atyotkederah�y. corn
4.2 Method of Pavment.
On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a
description of what Services have been performed, as described in Exhibit C.. The Contractor shall also submit a final bill
upon completion of a11 Services. Payment shall be charged through Contractor's Account Analysis billing system
("Analysis") on a monthly basis. Contractor shall invoice City for any such Merchant Services Fees, remit payment on
behalf of City, and place such charges on Analysis. City agrees that it shall at all times maintain adequate balances to
ensure sufficient earnings credits, as defined by Contractor, in Analysis to offset any fees due Contractor pursuant to
Exhibit C, including, but not limited to, Merchant Services Fees. In the event City fails to maintain such adequate
balances, Contractor sha11 invoice City for any outstanding balance at the end of the fiscal year only after the Services
have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify
the work to comply with the Agreement. The City may withhold payment for such work until the work meets the
requirements of the Agreement.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by
any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising
from, resulting from, or in connection with this Agreement or the acts, enors or omissions of the Contractor in
performance of this Agreement, except for that portion of the claims caused by the City's negligence or willful
misconduct. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to
avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives
any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnificarion sha11 not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts,
disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated
this waiver.
5.3 Citv Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and a11
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any
and a11 persons or entities, including without limitation, their respecrive agents, licensees, or representatives, arising from,
resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the
City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement
with respect to any event occurring prior to such expiration or termination.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
- 2 - 4/2011
CITY OF
� Federal
CITY HALL
W �� 33325 Sth Avenue South
Federol Way, WA 98003-6325
(253)835-7000
►vww. atynitealeraM�y. c�n
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for
the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms
and with such carriers who have a rating that is satisfactory to the City:
a. Commercial genera.l liability insurance covering liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$1,000,000 for each occurrence and $1,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the
laws of the State of Washington;
c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether
occurring by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City sha11 be excess of the
Contractor's insurance and shall not contribute with it.
6.3. Additional Inswed, Verification. The City shall be named as additional insured on a11 commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor sha11 provide certificates
of insurance for all commercial general liability policies attached hereto as Exhibit "G" and incorporated by this reference.
At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor sha11 be required to
maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or
upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regazding the City obtained by Contractor in performance of this
Agreement shall be considered confidential subject to applicable laws. Breach of co�dentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs,
design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by
Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data,
documents, and files available to the City and shall deliver a11 needed or contracted for work product upon the City's
request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining
in the possession of Contractor sha11 be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting
procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant
to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
- 3 - 4/2011
` GITY OF
� Federal
CITY HALL
��� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www. atyo�deraM�y. com
authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR The Parties intend that the Contractor shall be an independent contractor
and that the Contractor has the ability to control and direct the performance and details of its work, the City being
interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay
Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which
may arise as an incident of employment. Contractor shall take a11 necessary precautions and sha11 be responsible for the
safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize a11 protection
necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any
loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Contractor
sha11 pay all income and other talces due except as specifically provided in Section 4. Industrial or any other insurance
that is purchased for the benefit of the City, regazdless of whether such may provide a secondary or incidental benefit to
the Contractor, shall not be deemed to convert this Ageement to an employment contract. If the Contractor is a sole
proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any
required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other parties; however, such performance of other services sha11 not conflict with or interfere with
Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the
City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City
officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing,
administration, or evaluating the Contractor's performance.
12. EOUAL OPPORTUNITY EMPLOYER In a11 services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there sha11 be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona
fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited
to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. Contractor shall comply with and sha11 not violate any of the terms of
Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the
Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation
regarding non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached E�ibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Ageement and no prior sta.tements or
agreements, whether oral or written, sha11 be effective for any purpose. Should any language in any Elchibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevailThe respective captions
of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or
otherwise affect any of the provisions of this Ageement. Any provision of this Agreement that is declared invalid,
inoperative, null and void, or illegal sha11 in no way affect or invalidate any other provision hereof and such other
provisions sha11 remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
waived, or modified except by written agreement signed by duly authorized representa.tives of the Parties.
13.2 Assi�nment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or
assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other
Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement sha11 continue in full
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
- 4 - 4/2011
CITY OF
,1... Federal
CITY HALL
W �� 33325 Sth Avenue South
Federel Wtry, WA 98003-6325
(253)835-7000
www. atyroffederaM�y. com
force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the
rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest,
heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No
other person or entity shall ha�e any right of action or interest in this Agreement based on any provision set forth herein.
133 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with
all applicable federal, state, local, and city laws including, without limitation, a11 City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties sha11 be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted
in the United States mail sha11 be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with a11 other remedies
available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or
more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act
as a waiver of the City's right to declare another breach or default. This Ageement shall be made in, governed by, and
interpreted in accordance with the laws of the State of Washington. If the Parties aze unable to settle any dispute,
difference or claim azising from this Ageement, the exclusive means of resolving that dispute, difference, or claim, shall
be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington,
unless the parties agree in writing to an alternative process. If the King County Superior Court dces not have jurisdiction
over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to
the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such
courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall
pay a11 its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including
all appeals, in addition �
to any other recovery or award provided by law; provided, however, however nothing in this paragraph sha11 be construed
to limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
watrants that such individual is duly authorized xo execute and deliver this Agreement. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and with the same effect as if a11 Parties hereto
had signed the same document. All such counterparts sha11 be construed together and shall constitute one instrument, but
in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment
pages from such counterparts may be assembled together to form a single instrument comprised of a11 pages of this
Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the
Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
{oo29i i3� �z, corrFIDErrr } PROFESSIONAL SERVICES AGREEMENT
- 5 - 4/2011
CITY OF
,�, Federal
CITY OF FEDERAL WAY
CITY HALL
W �� 33325 8U� Avenue South
Federel Way, WA 98003-6325
(253)835-7000
www. dt�rotfedereM�y. com
Skip Priest, ayor
DATE: ��/ � �/ Z
ATTEST:
City Clerk, arol Mc illy, CM
APPROVED AS TO FORM:
������X �
City A ey, Patricia A'chardson
KEY B
By:
Printed Name: �{,W�, �`�-aY��(�
� , �� �� �� , ;
.
DATE: ��� 7� � 2
STATE OF WASHINGTON )
) ss.
COUNTY OF l�j�J
On this day personally appeared before me �tl� 1�[� Nl'lt� , to me known to be the
�(L v C7 of � q,d�,(L that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
seal this � day o�4 V�
20�2._
,
3� � '�., s Notary's signature
5 � � ` • . � �s �Notary's printed na WI�S
y � ����i� °'_= _s' No ublic in and for the State of Washington.
rr '� �g_ � 2 ,,� � = My commission expires � - f'j'- /2
Agreed upon Ex�tf�a� �,�; ��� '' They will include at least the following:
Exhibit A -Service ��►p��,�,��„��.��
Exhibit B—Compensating Collected Balance
Exhibit C --Compensation (Listing all charges)
Exhibit D --Authorized Personnel
E�ibit E --Wire Transfers
Exhibit F --Merchant Services Agreement
Exhibit G -Certificate of Insurance
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
- 6 - 4/2011
` ��Y o� r ' � CITY HALL
;�� ede a ay 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
ww►�! cilyntl �derahNey. com
EXHIBIT "A"
SERVICES
ARTICLE 1. DEPOSITORY SERVICES
Section 1.01. Designation of Bank as City Depository
City hereby designates Bank to serve as the depository of City pursuant to the terms of this Agreement and applicable law.
Bank accepts designation and agrees to serve as the depository of City and to said terms.
A.
I�
C.
Duration.
Bank sha11 serve as such depository for the initial term and for any additional term of this Agreement.
Interest on Compensating Balance Not Payable.
CIT'Y shall receive the Banking services specified in this Agreement in lieu of interest on the compensating
collected balance in the accounts maintained hereunder.
Compliance with Collateralization Requirements.
BANK shall comply with a11 State and Federal laws and regulations, specifically Chapter 39.58 RCW and
WAC 389-12, relating to collateralization requirements for deposits as administered by the Washington State
Public Deposit Protection Commission.
Section 1.02. Depository Requirements
In consideration of City's designation of Bank as its depository, Bank agrees to render the following depository services to
City in connection with such active (demand deposit) accounts as the Management Services Director shall, from time to time,
establish. Bank shall honor only those instruments signed by authorized signers as set forth in Exhibit D, "Authorized
Personnel", attached hereto and incorporated herein by this reference.
Each service listed in this Section sha11 be performed as specified in this Agreement.
A.
�
Deposit Services.
All deposits received during normal business hours sha11 be given ledger credit for that same da.y. Any
deposits not credited to City on the appropriate day must be back-valued on the account analysis for that
month. -
Bank shall accept and credit a11 deposits received from citizens, private corporations or any other
depositor(s) in City's name to City's account. Bank sha11 provide City, on a daily basis, a detailed analysis of
the deposits. This detailed analysis will include the name of contributor, amount of contribution, and the
project with which the contribution is associated.
Credit Card Payments.
Bank sha11 provide the capability to process credit card payment transactions (Visa and Mastercazd) for City
at the discount rate set forth in E�ibit B. Bank sha11 apply any charges to City's account analysis, not by
separa.te billing. Bank sha11 provide reporting capability for each day's transactions.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 7-
4/2011
GITY OF
,�.. Federal
C.
�
E.
CITY HALL
W �� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
w►wv. atyootFederahNe�! com
Advance of Uncollected or Overdrawn Funds.
Bank shall provide an overdraft line of credit (interest rate and limit as provided in Elchibit B) in the unlikely
event that one of City's accounts becomes overdrawn.
Returned Check Processing.
Bank shall automarically process returned checks twice if the instruments are inirially dishonored due to
"NSF" or "Return to Maker" or other similar notations. See Exhibit C for Bank charge.
Electronic Funds Transfer Services.
Wire Transfers - see Exhibit E, "Wire Transfer Authorization", attached hereto and incorporated
herein by this reference.
2. Automated Clearing House (ACH) Transfers.
a. Authorizations
Bank sha11 execute ACH transfers upon the authorization of a designated employee as
identified in E3chibit D.
b. Direct Deposit.
City encourages all full-time City employees to participate in a direct deposit program for
payroll. City pays its employees semi-monthly, on the Sth and 20th of each month (or the
Friday prior to those dates if they fa11 on a weekend or holiday).
Bank sha11 provide an automated means for City to transmit the payroll to Bank for
transmission through the ACH system.
City sha11 transmit the payroll one day prior to the designated payday. The amount for each
employee must be deposited as good funds in each employee's receiving depository
institution on the designated payday in accordance with NACHA Rules and Regulations.
Bank shall provide to City a means to verify immediately upon transmission that the
transmission has been successful. Bank shall immediately notify the appropriate City
employee (see Exhibit D) upon learning of any failed direct deposits. In the event of any
failed direct deposits, Bank sha11 rectify the situation and compensate City for any loss that
occurs as a result of this failure within 24 hours. In successful transmissions, good funds aze
available by 8:00 AM.
F.
Safe Deposit Facilities
Bank shall provide reasonable safe deposit facilities free of charge as City requires, provided that the
location of such facilities shall be at a Federal Way Branch designated by Bank and/or at a branch at least 50
miles away from Federal Way measuring at minimum 10"x10"x20".
G. Stop Payment Services
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT
4/2011
-g-
CITY OF
,� Federal
H.
CITY HALL
W �� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. atynt�deraM�ay. com
Bank shall provide a means for the City to inquire about canceled checks. Bank sha11 stop payment on
checks issued by City upon proper authorization in accordance with Exhibit D. If Bank fails to execute a stop
payment after authorization is provided, Bank sha11 compensate City for the amount of the check.
Lock Box Service
Bank shall provide a lock box system if City requests the service, the terms of which to be negotiated at the
time of the request for said service.
I. Other Services.
1. Bank sha11 provide cashier's checks andlor money orders as City requires. After verifying that there
are good funds available, Bank shall charge City's account for the face amounts of these items; Bank
shall not require a City check.
Bank sha11 provide coin sorting and wrapping services, coin purchases, currency purchases, coin
bags, bag seals, coin wrappers, cashier's checks, money orders, etc. as set forth in E�ibit C.
Bank sha11 periodically provide updated training and information on measures which both Bank and
designated City employees must take in order for City to access funds and property in the event of
any degree of an emergency.
4. Bank shall provide updated training and information on the capabilities of Key Tota1 Treasury's Web
and/or other software it supports for the benefit of Bank's customers at the eazliest time such is
available.
5ecHon 1.03. Account Maintenance Services
Bank sha11 provide City the account maintenance services listed in this Section.
A. Schedule for Providing Reports and Information
Bank shall provide City the reports and financial data identified below in accordance with the following
schedule:
Report or Data
1. Monthly account analysis, by
account and summary
Deadline
No later than the
20th of the month
2. Automated retrieval of account No later than 8:00
balances and detail information AM each moming
for previous day's transactions
3. Automated detail of all ACH and No later than 8:00
wire �ansfers for previous day AM each morning
Additional Instructions
Provide to authorized City
employee (see Exhibit D)
Bank must fax or deliver to
authorized City employee if
system is down (see Exhibit D)
Provide to authorized City
employee (see Exhibit D)
4. Automated detail of all ACH No later than 8:00 Bank must fax or deliver to
transfers that will occur that day AM each morning authorized City employee if
system is down (see Exhibit D)
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 9-
4/2011
` CITY OF
,�.. Federal
Report or Data
CITY HALL
W �� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www. aryn�e��lwey. carn
5. Monthly Bank account statement
6. Automated access to information
for incoming wire transfers that
occur on same day
Deadline
No later than the
l Oth of the month
Upon request by an
authorized City
employee
(see Exhibit D)
Additional Instructions
Provide to authorized City
employee (see E�chibit D)
See Exhibit D
NOTE: If the daily account balance and detail information is not available by any mode of communication by the specified
time, City personnel will estimate the account balances and invest surplus funds according to their best estimates of the
account balances. In those cases, City sha11 not be charged or penalized if an overdraft results from overestimated balances.
B. Printing.
C.
�
E.
Bank shall provide checks and deposit slips upon request by City. (see Exhibit C).
New Accounts.
Should City require additional accounts or services during the term of this Agreement, those new accounts or
services shall be provided under the same terms and conditions as existing City accounts. If the Federal
Reserve or other regulatory bodies provide for the establishment of new accounts or other regulations
favorable to City, Bank sha11 make those new services available to City.
Access to Records and Cooperation.
Bank shall a11ow lawful and reasonable access to its records by City. For those cases in which state or federal
assistance is involved, the same access sha11 be permitted for state or federal auditors who wish to examine
records relating to the use of City funds. Bank sha11 also cooperate in any prosecution for the misuse of
checks and misappropriation of City funds.
Resource Personnel.
Bank shall indicate the primary resource personnel who will service City's accounts. At least one (1) Bank
officer must be designated for communications purposes. Bank sha11 provide City with a toll-free or WATS
telephone line to the servicing operations department, investment deparirnent, and custody securities
clearance department.
Bank shall identify data processing liaison staff inembers as well. If a conversion process is necessary, Bank
shall provide support to accomplish the conversion.
F. Training.
Bank sha11 provide thorough training and ongoing support for the software used to retrieve account
information, wire transfer funds, and transmit the direct deposit.
G. Account Reconcilement.
Upon request by City, Bank sha11 provide account reconcilement in the format specified by the City.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 10 -
4/2011
CITY QP
,�, Federal
CITY HALL
W �� 33325 8� Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www. atyvtfederalw�y. can
ARTICLE 2. CUSTODIAL SERVICES
Section 2.01. Custodial 5ervices
Upon written request by City, Bank sha11 establish for City a custodial account and such subordinate separate custodial
accounts as City may direct (hereinafter "Custodial Accounts"). Bank shall be under no duty to take or omit to take any
action with respect to cash andlor securities held in such Custodial Accounts, unless specifically otherwise directed by City
and agreed to by Bank in writing. The Finance Director or her/his designee is authorized to deposit City property in such
Custodial Accounts and otherwise to represent City in respect thereto (see Exhibit E attached hereto).
Section 2.02. Bank's Duties as Custodian
Bank shall keep the deposited property; collect and receive the income and principal; and hold, disburse or otherwise dispose
of the properiy or its proceeds, as hereinafter provided. City sha11 be responsible for money or other property paid or
delivered to any broker or other person at the specific direction of City.
Section 2.03. Responsibility for Safekeeping
On receipt of bonds or other securities lodged with Bank for safekeeping, and upon Bank's issuing its non-negotiable advice
of receipt therefore, Bank assumes full responsibility for the safekeeping thereof while the same aze in actual possession by
Bank's depositories (including any subsidiary of Bank), officers and employees, except for losses from causes beyond its
control. Losses beyond its control shall mean only loss or damage resulting from war, insurrection, military, naval or usurped
power, hurricane, cyclone, tornado, earthquake, volcanic eruption or similar disturbances of nature, or nucleaz fission, fusion
or radioactivity. Bank shall be responsible for losses due to negligence in selecting the agency which transports the securiries
and for losses due to theft, robbery or larceny while the securities are in transit.
Section 2.04. Property Not to be Commingled
Bank agrees that City's property deposited with Bank is not fungible and that it may not be commingled with the property of
the Bank or other customers, unless specifically authorized by designated City employees (see Exhibit D).
Section 2.05. Investment Management
Bank sha11 have no duty to service, recommend or advise City with respect to the investment, purchase, sa1e, retention or
other disposition of any property held hereunder unless provided for by separate written ageement.
Section 2.06. Authority of Bank to Act Upon InstrucNons
Unless otherwise instructed in writing by a duly designated officer of City, Bank is authorized, directed, and instructed to act
upon all instructions by the person or persons designated to sign checks, drafts or other orders for the payment of money in
connection with City's Custodial Accounts and, without instructions from any such person or persons, Bank is authorized,
directed, and instructed to receive any securities tendered for City's Custodial Accounts without payment therefore being
requested. If City so requests, Bank shall furnish for the mutual convenience of City and Bank, a test key for purposes of
identification in a11 telegraphic, telephone, cable or radio orders. Bank shall recognize a proper resolution or ordinance of the
governing body of City granting authority to specific officers or their successors in office, or limiting the authority of
specified officers or their successors in office, provided Bank is furnished with a certified copy of such resolution or
ordinance by City.
Section 2.07. Delivery of Eligible Transactions
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 11 -
4/2011
CITY OF
� Federal
CITY HALL
W �� 33325 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
wtvw. dtyntfederahNey. com
In complying with instructions for delivery of eligible transactions, Bank will make deliveries through the Federal Reserve
System or physical delivery to the account, pursuant to (a) Subpart 0 of the Treasury Department Circular #300 (31 Code of
Federal Regulations, Part 306) and operating circulars of the Federal Reserve Bank of San Francisco and New York, as both
may be amended from time to time.
Section 2.08. Delivery Versus Payment
BANK will not make any delivery of City's property without prior or simultaneous verification that the corresponding
payment has been received. Bank will not release any payment without prior or simultaneous verification that the
corresponding property has been received for City's account.
Section 2.09. Receipt by Bank
Unless otherwise instructed by City, Bank shall receive any money or properiy, including interest, due and payable from or
on account of the securities and other property in City's Custodial Accounts.
Section 2.10. Crediting of Income
The proceeds of sales, redemption's and collections, and other receipts shall be credited to City's Custodial Accounts upon
collection. Interest income sha11 be credited to City's Custodial Accounts on the date due or payable.
Section 2.11. Confirmations
All confirmations and transaction statements produced by the City and the Bank are subject to the terms of this Agreement.
In the event of any conflict between the terms of such confirmations and this Agreement, this Agreement shall prevail. Bank
shall cause those securities safekept at any correspondent depository or depositories of Bank (including any subsidiary of
Bank) to be confirmed by the correspondent institution or institutions in order to perfect City's interest in the securities held
therein. Confirmations to City shall be addressed to the designated City employee identified in E�ibit D.
Section 2.12. Distributions from Custodial Accounts
Bank sha11 promptly pay or deliver money or property held in the Custodial Accounts in accordance with the instructions of
the Finance Director or her/his designee.
Section 2.13. Monthly Statement; On-Line Access
Bank shall furnish City a statement, at least once a month, in a form that will enable City to follow all investment activity,
including interest income received, and that will provide City with a complete list of assets in the Custodial Accounts. Bank
shall provide City on-line viewing access to the Custodial Accounts via Bank's own system at no additional chazge to City.
Section 2.14. Repurchase Agreements
In the event of the insolvency of the other party to one of City's repurchase agreements, Bank shall release the securities only
to City unless otherwise ordered by a court of competent jurisdiction. The City does not currently use this option.
Section 2.15. Property Not Subject to Attachment
Bank certifies to City that in the event a third party attempts to or does effect an attachment of property of City held by Bank
under this Agreement on account of an obligation owing to such third party by Bank or Bank's subsidiary, or Bank or Bank's
subsidiary becomes a debtor in Bankruptcy, neither of these events will impair or modify the right, title, and interest of City,
in and to such property and its proceeds. Bank will indemnify City, without limitation, for a11 costs incurred by City as a
result of any attempted or actual attachment of City property as described herein.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 12 -
4/2011
` CITY OF CITY HALL
,.�. Fede ra I Way �25 8th Avenue Soutlt
Federai Way, WA 98003-6325
(253}835-7000
www. amroMederahv�y. com
ARTICLE 3. MISCELLANEOUS PROVISIONS
Section 3.01. Notices
All notices pertaining to the contract rights of City and Bank hereunder sha11 be given in writing and delivered via certified
mail, postage prepaid, addressed as follows or as the parties may otherwise designate:
To City: Finance Director
City of Federal Way
Finance Department
33325 8`� Ave S
Federal Way, Washington 98003
To Bank: Robbi Stedman, Vice President
& Senior Relationship Manager
Key Bank
601 108�' Ave NE
Bellevue, WA 98004
Bank sha11 provide written notice to City within ten (10) business days of major changes in Bank's organization, such as
change of corporate control.
In the event City or Bank shall determine that an emergency exists, City or Bank may use such other means of
communication as is deemed advisable; however, immediately thereafter, written communication sha11 also be sent.
Communications regarding the day-to-day performance of the Banking services covered by this Agreement sha11 be given in
the manner specified herein, and where not specified, they sha11 be given in the manner agreed upon by the City and Bank.
Section 3.02. Financial Reports
As an inirial requirement, Bank shall provide copies of its ca11 reports for the past two (2) years. Call reports are defined as
the quarterly Consolidated Report of Condition and Consolidated Report of Income. Bank sha11 also provide its annual
financial reports for the past three (3) years. Bank sha11 continue to provide updated issues of each report specified above, in a
timely manner, during the term of the Agreement. Specifically, quarterly reports shall be forwarded within thirty to forty-five
(30 to 45) days of the end of the reporting period. Annual reports shall be forwazded within ninety to one hundred twenty (90
to 120) days of the end of the reporting period. All reports required in this Section shall be sent to CITY in care of the
Finance Director.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 13 -
4/2011
CITY OF CITY HALL
,.�. Federal Way 33325 8th Avenue South
Federel Way, WA 98003-6325
(253)835-7000
www. atynffede�a/way. com
EXHIBIT "B"
COMPENSATING COLLECTED BALANCE
CITY OF FEDERAL WAY AND KEY BANK
BANHING SERVICES AGREEMENT
Daylight Overdraft Formula
Overnight Overdraft Formuta
FDIC Insurance Formula
Service Charge Credit Formula
No Charge
Cost of use-of-funds is not assessed at the account level. If the net of all accounts in
the relationship is negative collected on a specific day, the following calculations
determine a negative collected balance fee.
Negative Collected Balance Charge is [(Average Net Collected Balance X Negative
Collected Rate X number of overdraft days in month) / 365]
Negative Collected Rate = Key Bank's Prime Rate.
The rate is based on the ending ledger balance at the end of the month. The charge
is processed at the end of each month. This rate passed through from the FDIC and
is not set by the bank.
Earnings Allowance = Net Positive Collected Usable Balance X Earnines Credit Rate X actual # of davs in month
365/366 days in year
Earnings Credit Rate =
One-Time Conversion Credit =
Set at a minimum of 0.75% for the term of the contract.
$15,000.00 credit is available to offset transition costs, including supplies and
equipment, during the first 3 months of the contract.
Definition of Terms: Average Net Positive Collected Badance is based on the daily net of all positive and negative
collected balances within the relationship with the daily balance ending in a positive balance. These
are totaled and divided by the number of days in the month.
Eamings Credit Rate is expressed as a percentage and it is established on the first day of the current
month.
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 14 -
4/2011
� �Federal Wa
f� y
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www. atyofl�deralway. com
EXHIBIT "C"
COMPENSATION
On-Line Bankin¢ Services
Current Day Account
Current Day Detail Transaction
Prior Day Account
Prior Day Detail Transaction
Customer Initiated Stop
$5.00/account/month
$.03/item
$5.00/accountlmonth
$0.03/item
$5.00/each
Suoplies
Security Bank Bags for Deposit
Deposit Slip Books
Check Stock
Denosits and Disbursements
Account Maintenance
Banking Center Deposit
Electronic Credit Item
Deposited Checks
Deposited Items Returned
Redeposited Returned Item
Electronic Debit Items
Checks Paid Truncated
Checks Paid Non-Truncated
Stop Payments-Manual
FDIC Deposit Insurance
Coin Bag Deposited
C�sh /Currencv Services
Cash/Coin Deposited — Per $100
Loose Currency Ordered — Per $100
Coin Rolls — Per Roll
Ima�e Services
Web Image Monthly Maintenance
Web Images Retrieved (7 year retention)
Fraud Prevention
Positive Pay Maintenance
Payee Positive Pay
Positive Pay Items Manua1 Input
Positive Pay Input File Daily
ARP Transmission Output File
At cost
At cost
At cost
$5.00/account/month
$0.20/each
$0.02/item
$0.02/item
$1.50/item
$1.50/item
$0.02/item
$0.02/item
$0.02/item
$5.00/each
Current FDIC Pass through Rate
$2.00%ach
$0.01/per $100
$0.15/per $100
$0.05/per roll
$10.00/month
$0.01/item
$15.00/month
$0.02/item
No chazge
$10.00/month
$5.00/ File
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 15 -
4/2011
` CITY OF
,'�.. Federal
EXHIBIT uC"
COMPENSATION
(continued)
CITY HALL
W �� 33325 8th Avenue South
Fedened Way, WA 98003-fi325
(253)835-7000
w w w. a ry o vfl �derehvey. com
Wire Transfer
TransferIn
Transfer Out — Federal Non-Repetirive
Transfers In/Out — LGIP
Transfer Out — Domestic Non-Repetitive
Wires Monthly Client Maintenance
ACH Transactions
FED Received ACH Credit
FED Received ACH Debit
ACH Processing —1 Day Settlement
ACH Originated Fed Item
ACH Return Item
ACH Filter (Fraud Protection) Maintenance
ACH Maintenance
ACH Notification of Change
ACH Module Maintenance
ACH Filter Authorization
ACH Original Addenda Item
ACH Received Addenda Item
ACH Reversal or Deletion
Merchant Services
Visa/MasterCard
Safekeeain�
Maintenance Chazge
Maturities/Calls
Investment Settlement
Remote De�osit Services (RDS)
Monthly Maintenance Fee
Imaged Deposited Item w/ 7 yeaz azchive
Other
Money Orders
Cashier Checks
ATM Machine at City Hall
$5.00%ach
$5.00/each
$5.00/each
$5.00/each
$10.00/month
$0.02/item
$0.02/item
$5.00/pay period
$0.02/item
$1.00/item
$5.00/accoundmonth
$5.00/accountlmonth
$1.00/each
No Charge
$5.00/authorization
$0.01 /each
$0.01/each
$5.00%ach
Unbundled Discount Rate of .15% plus direct pass-through of
Visa/MasterCard Interchange Fees and Association Dues
$2.00
No charge
$20.00
$25.00/month/location
$0.02/item
$2.00%ach
$2.00%ach
Under $600.00/month
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 16 -
4/2011
` GTY O� CITY HALL
,;� Federa I Way � 8� Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. atynfl�derah+a�� car�
EXHIBIT "D"
AUTHORIZED PERSONNEL
CITY OF FEDERAL WAY AND KEY BANK
BANKING SERVICE AGREEMENT
Contact Position Phone Main Res onsibilities
Heidi Hudson Accounting Supervisor 253-835-2524 General Contact
Completes Wires
Approves ACH
Approves Wires
Reconciles Account
Completes ACH
Account Analysis
Stop Payments
Retrieves Account
Details Dail
Phung Huynh Lead Financial Analyst 253-835-2523 2 General Contact
Approves Wires
Completes Wires
A roves ACH
Chase Donnelly Financial Analyst 253-835-2521 Administrator
Completes Wires
A roves Wires
Toni Pettie Pa roll 253-835-2522 Com letes ACH
Joanne Tibbles Accounts Payable 253-835-2525 Advance Travel
Accountant
Visa Card Coordinator
Thomas Fichtner Information Technology Manager 253-835-2547 Administrator
IS Assistance
Cuon On IT A lications S ecialist/Web Anal st 253-835-2553 IS Assistance
Brian Pearson Information Technology Supervisor 253-835-2552 Administrator
IS Assistance
Ski Priest Ma or 253-835-2410 Si er on Account
Tho Kraus Finance Director 253-835-2520 Signer on Account
A roves Wires
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 17 -
4/2011
` CITY OF
,'�..., Federal Way
CITY HA�L
33325 8th Avenue South
Federel Way, WA 98003-6325
(253)835-7000
w►vw. citynlfederaNta9y, com
SERVICE AUTHORIZATION POSITION
NIGHT DEPOSITORY SERVICE
Notification of Out of Balance De osits Heidi Hudson Accountin Su ervisor
Recei ts Delive to: Heidi Hudson Accountin Su ervisor
ELECTRONIC FUNDS TRANSFER SERVICE
Wire Transfers - Repetitive & Nonrepetitive Heidi Hudson Accounting Supervisor
Phung Huynh Lead Financial Analyst
Chase Donnelly Financial Analyst
Tho Kraus alternate Finance Director
Secondary Authoriza.tions Chase Donnelly Financial Analyst
Tho Kraus alternate Finance Director
Notification of Failed Wires Heidi Hudson Accounting Supervisor
Chase Donnell Financial Ana1 st
Confirmation of Wires Heidi Hudson Accountin Su rvisor
AUTOMATED CLEARING HOUSE
Transmittal Toni Pettie Accounting Technician
Heidi Hudson Accounting Supervisor Lead
Phung Huynh (alternate) Financial Analyst
Chase Donnell alternate Financial Anal st
Failed Transactions Heidi Hudson Accounting Supervisor
Chase Donnell alternate Financial Ana1 st
STOP PAYMENT Heidi Hudson Accounting Supervisor
Toni Pettie Accounting Technician
Phung Huynh (alternate) Lead Financial Analyst
Chase Donnell alternate Financial Anal st
AUTOMATED RETRIEVAL OF ACCOLJNT Heidi Hudson Accounting Supervisor
BALANCES/DETAIL Toni Pettie Accounting Technician
Phung Huynh (alternate) Lead Financial Analyst
Chase Donnell alternate Financial Ana1 st
MONTHI.,Y BANK ACCOtJNT STATEMENT Heidi Hudson Accountin Su ervisor
MONTHLY BANK ACCOiJNT ANALYSIS Heidi Hudson Accountin Su ervisor
AUTOMATED DETAIL OF ALL Heidi Hudson Accounting Supervisor
ACH/WIRE TRANSFRS Toni Pettie Accountin Technician
AUTOMATED DETAIL OF ALL ACH Heidi Hudson Accounting Supervisor
TRANSFERS THAT WILL OCCUR THAT Toni Pettie Accounting Technician
DAY
CUSTODIAL ACCOLJNT MANAGEMENT Heidi Hudson Accounting Supervisor
Tho Kraus Finance Director
ACCESS TO SAFE DEPOSIT BOX Thomas Fichtner Info Technology Manager
Cuong Ong IT Applications/Web Analyst
Brian Pearson IT Su rvisor
SAFEKEEPING CONFIRMATIONS Heidi Hudson Accountin Su rvisor
AUTHORIZED SIGNERS ON CHECKS
General Account Tho Kraus Finance Director
Ski Priest Ma or
Advance Travel Account Ski Priest Ma or
{00291137 v2 CONFIDENT } PROFESSIONAL SERVICES AGREEMENT - 18 -
4/2011
EXHIBIT "E"
__ .
', For Bank Use Only
'� TIN � (required}: 911462550
Account * (optfonal):
DocumeM Type: Treasury Services /lgreeme�K
Awc Dx Type: Cli�►t Master AgreemeM
Contact t�me: Biqie Kawinski
F'hone:425 709-4574
Agreemertt Modified � Yes or � No
CASH MANAGEMENT SERVICES
MASTER AGREEMENT
KEYBANK NATIONAL ASSOCIATION ("Bank")
127 Public Square
Cleveland, Ohio 44114
CITY OF FEDERAL WAY ("Client"):
33325 8�' Avenue South
Federal Way, WA 98003
Bank, or any Bank Affiliate(s), as the case may be, agree to perform, and Client agrees to purchase, cash management Servioe(s), as
defined below. Client understands and agrees that Bank, in providing Sen►ices to Client from time to time, is relying on ClienYs
r�epresentations, warranties and agreements herein, and all Services shatl be and remain subjed to this Maater AAreement whether
Servioes were purc:hased prior to the date hereof, on the date hereof, or after the date he�eof. Clfent and Bank agree to the temis and
conditions below.
1. DefinWons.
(a) "Bank" shall mean KeyBank National Association and any
Bank Affiliate(s), which may, from time to �me, provide
Service(s) for the Ciier�t.
(b) "Bank Affiliate(s)" shail mean any direct or indirect
subsidiary (other than the Bank) of KeyCorp and its suooessors.
(c} "Banking day" shall mean any day other than a Saturday,
Sunday, or a day on which Bank is authorized or required to
close according to applicable law.
(d) "CIieM" shall mean the entity identified above as "CI'�ent"
and shafl indude all entities listed on Exhibit A attached hereto
and made a part hereof.
separate Service Schedules, and services u�iM�out aeparate
documentation.
G) "Service Schedule(s)' shall mean a written agreemer�t other
than the Master Agreement, induding without limitation service
agreements or schedulea by which Bank underlakes to provide
Services to the Client, regardless of wheUier such Senrice
Schedule is executed at the same �me as th� AAaster
Agreerr�ent or at an earlier or later date.
2. AccouM Documer�tion. Clier�t will execute and deliver
to Bank such account docurr�rrtation as Bank deems neoessary.
Bank will, in its sole discretion, determine the adequacy �t such
documentation, and may refuse to provlde tl�e Senrice(s) until
such documentation is received by Bank. Client agrees
promptly to notify Bank of any changes to any information
pneseMed in the account documentation.
(e) "Deposit Acxaunt AgreemenY shall mean the Deposit
Aa:ouM Agreement and Funds Availability Policy and Deposit
Account Fees and Disclosures as amended from time to time
goveming the ClienYs deposit account with the Bank.
(fl "tntemet" means the global, publidy accessible, network of
interconnected computer networks that transmit data using the
standard internet protocol. '
(g} "MasEer AgreemeM" shall mean this Master Agreement, any
Service Schedules and the Deposit Account Agreemen�
(h) "MICR" shall mean magnetic ink character recognition.
(i) "Service(s)` shall mean any cash management services
undertaken by the Bank for the Ctient, now or in
the future, including, without limitation, services with
Cash Management Services Master Agreement (Rev 04/03112)
KeyCorp ConfldenNal
3. CNeM's Records and Media. Prior to the implerr�ntaUon of
the Service(s), Ciient agrees to provide to Bank aN records and
data processing media necessary to perforim the Service(s).
The records will be legible, correct, complete and in the forrnat
specified in tt� Service Schedule(s}, service manual(s) and
related schedules. Checks will be MICR encoded aocordirg to
the Bank's speafications. Bank witl, in its sole discreti�,
deterrnine the adequacy of the information and the format in
which it is submitted, and may refuse to provide the Service(s)
until such information andlor forrnat is deemed satisfacc�ory.
4. Soitware Provided in Cannection with Perfortnance of
Service(s�. All soRware. specifications, tapes or other media,
programs and procedures owned by the Bank or its service
providers and used in connection with the pertormance of U�e
Service(s), wi11 be and remain the sole property of the Bank and
will not be modified or altered in any way or used for any other
purpose by the Client. The terms of all license and copyright
notic:e rBquiremer►ts shall be oomplied with by the Client.
6. CNent Failure to Furnisb 8atisfactory Records and Media.
The Bank's perfortnanoe under this Master Agreement is subject
to the Bank's receiving timely, accurate and c�mplete� data for
each Service, in fortn and on media speafied by the Bank. If
any of these requirements are not met by Client, the Bank shall:
a) no longer be bound to any delivery schedule sei forth in the
Service Schedule(s), and b) be authorized to deliver as complete
and finished whatever portion of the Service(s) that can be
performed with the data available.
6. CIieM's Duty to Inspect. Client must insped all Servioe(s)
performed and notify the Bank within thirty (30) days after the
ma�erial containing the error or of a r�ort or statement r+ef�Cting
the error is mailed or otherwise made available. Except to the
extent required by law, failure to notity the Bank of errors within
this time will relieve the Bank of any and all liability.
7. Confldentiality. Each party understands and adcnowledges
that the other party may gain aooess to software or
documentation owned or lioensed by, or to certain information,
material or data of a confideMial nature, induding, without
I+mitation, trade secrets relating to, such party or its businesses
or operations ("Confidential Informatiai" as defined below). Each
party agrees to keep all such information, material, or data
confidential, except as required by applicable law. Each party
adcnowledges that the other party shall have the right to take all
reasonable steps to proted its interest in keeping the foregoing
confidential, including, but not limited to, injundive relief and any
other remed�s that may be available at law or in equity.
"Confiderrtial Informadon" means all information that is not
generaliy known to Uie public and in which either party has
rights, which infonmation is marked confidenUal, restrieted or
proprietary by the parry having rights in the same, or which
under all the arcumstances ougM reasonably to be treated as
confidenUal or proprietary, induding this Agreement
Noiwithstanding the foregoing, Confidential Information does not
indude information that: (a) is, as of the time of its disdosure, or
thereafter becomes, part of the public domain through a souroe
other than the receiving party; (b) was known to the receiving
party as of the time of its disclosure and acquired in a lawful
manner, (c} is independently developed by the receiving party
without reference to the Confidential Infortnation; (d) is
subsequently leamed from a third party (i.e., not Client, Bank or
any of their respective employees or agents) not subject to an
obligation of confidentiality with respect to the information
disdosed; or (e) required to be discbsed in a judicial, regulatory
or administrative prooeeding.
In the eveM Client knows or reasonably believes that there has
been any unauthorized aoqu'�ition of or aooess to data that
compromises the security, confldentiality, or integrity of
"personal information" maintained by or for Client (a 'Breach"),
Client shall take the following actions: (i) immediately notify
Bank of such Breach; (ii) identihr to Bank what speafic data, by
customer and/or accouM number has or may have been
Breached; (iii) monitor any affected accwunts for any unusual
activity (if appropriate): (iv) take rr�asures to contain and controt
the incident to prevent further unautl�orized acoess; (v) remedy
the aroumstances that pertnitted such Breach to occur, and (vi)
cooperate with Bank as necessary to facilitate Bank's
compliance with any applicable federal or state law tegarding
Cash Management Services Master Agreemerk (Rev 04/03/12)
KeyCorp Confidential
unauthorized access of customer personal information. For the
purposes of this section, "personal information" shall inGude any
one of the following: a person's name, social security number,
telephone number, driver's lioense or state ID number, account
number, crediUdebR card axount number, axess code,
password, identification number, or security code.
8. Llmttation of Llability; Disclaimer of Warrantiea. Except
to the extent required by law, the Bank's duties and liabilities wiil
be limited to those set forth herein. The Bank will exercise
reasonable care in providing the Servioes. The Bank's liability
shall be limited to actual damages sustained by Client and only
to the extent such damages are a direct result of the Banks
wiltFul misconducx. The liability of the Bank in all these instanoes
shall not exceed the r�ecovery of (unds erroneously proceased or
not processed. The Bank shall not be liable for damages
caused by any act or omission of any thirc! party, or for any
charges imposed by any third party. In no eveM shall the Bank
be liable for special, inciderrtal, punitive or oonseq�Mial loss or
damage of any kind induding, but not limited b, lost profits
(whether or not the 8ank has been advised of the possibility of
such loss or damage). Bank shall have no liability hereunder to
any third party. The Bank shall be relieved of liability where the
Bank performs any Service in accordance vaith any instrudion or
information provided by CIieM or Service Schedule(s), and the
Bank may rely on !he accuracy of any information set forth in the
Serv� Sc�edule(s). Bank does not make any warranties,
expressed or impiied, with resped to the Senrice(s), CI�nYs
direct access thereto, or the software, c�mponents, systems,
speafications, programs, documentation, manuals and
acxessories used in conjunction therewith.
BANK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.
9. Fees. Clierrt shall compensale the Bank for Service(s) in
accordanoe with the Bank's fee sc�edule and shall be liable for
all taxes appli� to the Service(s). The Bank may amend the
fee schedule at any time and will give written notice to Client of
changes in fees for Service(s) then used by Client Bank may
debit Client's account for payment of charges then due unless
Clier�t arranges for another paymerrt procedure acceptable to
Bank.
10. Overdraifs; Set-off. In the everrt any actions by Client
should result in an overclraft in any of its aocounts, Client is
responsible for repaying the overdraft immediately, without
notice or demand, together with interest thereon at a rate
determined in accordance with Bank's fee schedule in efFect
from time to time. Bank has the rigM, in a�lition to atl other
rights and remedies available to it, to set off the unpaid balance
of any amount owed it in connedion with the Service(s) against
any debt or deposit owing to the Client by the Bank or any Bank
Affiliate, or property of Client in Bank's w Bank Affiliate's
possession or control.
11. Financial Condttion and Credit Umits. The Client
agrees to provide financial statements (the quality of which to �
defined by the Bank) for any time period requested by the Bank.
The Client also authorizes the Bank to obtain credit reports on
the Client at any time. In the event the Service(s) selected by
Client result in unacceptable credit exposures to the Bank or
affect the amount of capita! required or expeded to be
maintained by the Bank or its parent under any law, regulation,
guideline, or request from any central bank or govemmental
authority; or if the Client faits to provide the Bank with any credit,
financial or other information the Bank may require from time to
t�e, the Bank may, in its disa�etion, immediately cancel the
Servic:es contemplated herein, or limit ClienYs transaction
volume or dollar amount
72. Security Procedures. if the Service(s) are subject to
security procedures, Client agrees that it shall be solely
responsible to assure that such security procedures are followed
by Client, as ttiey may be amended from time to time. If such
procedures are violated, Client agrees to promptly notity Bank of
any such violaaon or breach. CIieM adcnowtedges that it has
reviewed aU applicable security procedures, has selected its
prefened security prooedure where applicable. and ha,s
determined that such procedures are commerciaHy reasonable.
Cliern agrees that it wiU keep the security procedures stricUy
�r�fidential and will take all steps to make sure neither Client
nor any agent, employee, representative or any other affiliated
party of Client reveals or provides access to any confideMial
information or security procedures to anyone other than ClienYs
authorized users, and then only with� CI�nYs use of the
Servioes for purposes of conducting transadions. Client shall be
responsible for any unauthorized use or disdosure of any
secunty proc�dures and all security procedure materials
entrusted to it. Client agrees to regularly read the security
messa�s on the Bank's websites (including without limitation
KTT) and to implement and maintain safe and secure �mputing
practices. Bank shall not be liable for any ioss, damage, or
liability which may arise from the unauthorized use of the
securiry procedure.
13. Thinl Party Provider. Client agrees that Bank may anange
for some or all of the Services and/or software to be provided or
pefiormed by third patty providers inctuding Bank Affiliates (each
a"Provi�r'). The use of a Provider to pertam Services shall
not relieve Bank of its obligations under this Agreement.
14. Indemnification. The Client shall defend, indemnify and
hold the Bank harmless from any and all liabilit�s, losses,
damages, costs, and expenses of any kind (including, wiwout
limitation, the roeasonable fees and disbursements of counsel)
asserted by a third party relating to or arising out of this Master
Agreement or any Service Schedule(s); provided, however, that
the Bank shall have no right to be indemnified hereunder for its
own gross negligence, bad fa�h or wilHul misconduct as
determined by a court of competent jurisdiction.
15. IrKemet Certain of the Servi�s or functionality of ihe
Services may be provided through the Internet. Bank
recommends that Client have appropriate security measures for
Intemet use, inGuding, a proxy server and/or firewalls to control
and protect (ntemet access. In no event will Bank have any
liability in connection with and shall not be responsib� for (a)
inability to conned to or use any Service via the Interr�t or
inability to communicate with Bank via the Intemet or any
website resulting from a proWem with an Intemet service
provider or oMine service provider, failure of ClienYs systems or
otherwise, (b) unknrnvn hazards of Intemet use, including, but
not limited to interoeption of any information relating to Client or
its transactions, or any applicaHon errors in or security breaches
of any intemet browser, or (c) any data that is last or destroyed
in connection with the use of the Intemet
16. Key Tatai Treasury. Key Totai Treasury is Bank's online
banking system ("KTT"). After completion of the appropriate
documentation, acceptance of applicable online agreements,
and upon notice from Bank, Client may communicate
instructions and other information, enter irno transactions and
access Services by ar,r�ssing the Intemet. CfieM adcnowledges
receipt of the security procedures for KTT and agrees that they
are commercially reasonable for the instructions, transactions,
communications and Services �ccessed by CIieM u�ng KTT.
CIieM agrees that it is responsible for each request, transacpon,
or other communication iniUated using Client idenafiers and
security procedures issued by Bank to Cliant. Client oo�renants
and agrees that C1'�ent may only use Kl"f to initiate funds
transfers on its wrr► behalf and in CtieM's own name. Client wiH
not uae K?T to initia�e tunda Vansfers on behalf of CIieM's
customers or other thirc! parties.
17. E�mall. Client admo�wledges that Bank may provi� email
notifications relating to ClienYs use of K1T or otheiwise
regarding U�e Services ("E-mail Notices"). Exoept as set fo�th in
Sedion 30 regarding Electronic Records Disdosures bebw,
CIieM agrees that Bank provides E-mail Notioes as a courhesy
only to Client and that it is ClienYs responsibility to access KTT
in order to view transactions and information regarding ac6vity in
KTT and to monitor CI�nYs Servioes and ac�uMs hereunder.
ClienYs receipt or ladc of reoeipt of any E�nail Notioe has no
effiect as to the transactions or information. Unencrypted e-mail
is �t secure. Client agrees not to rely on e-mail if CI'�ent needs
to �mmunicate w�th Bank immediately. Cl�nt should not use e-
mail, or reply to any e-mail, to send Bank ClienYs aonfideMial
information. Bank wiN not take action based on Cl�nt`s e-maif
request untii Bank actually reoeives ClienYs message and h� a
reasonable oppoKunity to act. Client aqreea to update its e-mail
address on Bank's records and to maintain at all tirt�es a valid
and active e-mail address at an Intemet senrice provider. CIieM
waives any claim based on any erroneous or incomplete E-mail
Notioe, ClienYs failure to receive an E-mail Notice, or Bank's
failure to send any E-mail Notice.
18. Term. Either party may terminate this Agreement or any
Servioe Schedule at any tima for any reason or no reason upon
written notice to the other party, provided, however, unless
othervvise stated in the r�otice, such bertnination shall not be
effective until thirty (30) days after reoeipt of such notice by the
receiving party. In the event of any termination, all fees incurred
under this AgreemeM so terminated shall become immediatey
due and payable. All warranties of the Clierrt made herein and
obligaGons of Clierrt that arose prior to termination shall sunrive
the ternvnation of this Agreemertt and the prooessing oi any
item, entry a� payment order which may be applicable thereto,
shell bind the sucxessors and permitted assigns of the Client
and shall inure to the benefit of Bank, its sucoessors and
assigns.
19. Force Majeure. The Bank shall bear no responsibility for
non-performance of ane or more Service(s) caused by an event
beyond its reasonable control, such as: fire, casualty,
breakdown in equiprr�nt or failure of tetec�mmunicati�s or data
processing services, lockout, strike, unavoidable acxident, act of
God, riot, war or the enactment, issuance or operation of any
adverse govemmental law, ruling, regulation, order a decxee, or
an emergency that prevents the Bank from operating normalry.
20. SeverabiUty. If any provision of this Master Agreement or
any Servioe Schedule(s) shaA be determined by a cou�t of
Cash ManagemeM Servlces Master AgreemeM (Rev 04ld3ti2}
KeyCorp Confldentlal
c�mpetent jurisdiction to be unenforceable, that provision shall
be interpreted so as to achieve, as much as possible, the
purposes intended by the original provision, and the remaining
provisions of the Service Schedule(s) and this Master
Agreement shall continue intad
21. Goveming Law. This Agreement and Service Schedule(s),
a� all deposit aocounts ("AocouMs") held at Bank shall be
govemed by the laws of the State of Washington (without regard
for conflict of law rules) and applicable federal law, but with
respect to all fees and charges related to your Account(s) and
the Services provided herein, federal law alone shall coMrol.
22. Complete Agroemeirt. The parties agree that the Service
Schedule(s), this Master Agreement and that certain City of
Federal Way Professional Services Agreement entered by and
between Bank and CIieM, c�nstitute the complete and exdusive
e�ression of the tertns of this agreement between the parties
regardi�g the Service(s) and tl�e matters covered hereunder. To
the extent tt�re is any oonflict among this AgreemeM, the
Servioe Schedules, a the Deposk AcxouM Agreement, the
tertns of the Servi� Schedu� shaN control.
23. Independent Contractor. Client agrees that in performing
the Service(s) hereunder, the Bank will be acting as an
independeM contractor and not as an employer, employee,
partner, or agent of Client.
24. Amendmenb. The Bank may change, add or delete the
terms of this Master Agreemerrt and any Service Schedule(s)
upon thirty (30) days prior notice to CIieM in wri�ng or by
electronic means, provided that any such amendmer�ts do not
have a material adverse effed on the Ct�nYs rights or
obligations under this Agreement, in which case Client's prior
written c�nsent shalt be required. Notwithstanding the foregoing,
the Bank may unilaterally amend or modify this Agreement
without the consent, approval or agreerr�nt of Client, to the
extent any modification or amerxlment is required or
necessitated by federal, state or local laws, regulations; similar
govemmental requirements or changes in NACHA rules or
policies. Any and all modifications or amendments to this
AgreemeM which require the conserrt of Ctient, shall be effec�ive
upon the date of such consern of Clierrt or such later date as
may be agreed in writing by the parties. ClienYs oontinued use of
or failure to terminate any Senrice after the effedive date of the
change, will evidence ClienYs agreement to the change.
26. Assfgnment This Master Agreement and Service
Schedule(s) shall not be assigned or otherwise hansferred by
the Client without the prior written consent of the Bank.
26. Authorization. Cl�nt, and each of them if more than
one, warrants and represents on the date hereof and an any
date any Service is performed, that (i) Client is duly organized,
validly existing, and in good standing in U►e jurisdiction in which it
is organized; (ii) there are no provisions of arry law, or any
certificate of incorporation or by-laws, or any agreement of any
kind, nature or description binding upon CIieM which prohibits
Client from entering into a perForming under this Master
Agreement and Service Schedule(s); (iii) the execution and
performance of this Master Agreemerit and Service Schedule(s)
has been duly authorized; and (iv) this Master Agreement and
Service Schedule(s) are binding obligations of Client.
(b) The undersigned warrants and represents as to Client, and
each of them if more than one, that (i) the undersigned is an
officer of Client duly authorized to act on behalf of Client
("Authorized Officer"); (ii) Client has taken aq acGon required by
its organizational documents to authorize the Authotized Officer
to execute and detiver this Master Agreement and Servi�
Sdiedules and to bind Client thereto; (iii) Authorized Officer is
duly authorized to designate employees or agents of Gient to
act in the name of and on behalf of CNern with regard to the
Servioes; (iv) without limiting the generality of the foregoing,
Authorized Offic�r is duly authorized to give Bank diredion
regardir�g the witt�rawal, disbursement, w other transfer of
funds by wire, computer, automated dearing house, or other
eledronic means a� to delegate employees and agents of
Cliern to give Bank direction regarding such transfers; and (v)
CIieM has reoeived a copy of the Master Agreement.
(c) Client, ar� each of tl�m if more than one, covenaMs and
agrees that Bank is relying on the authority of the Authorized
Officer to act on behalf of Clierrt, induding any and all of the
entkies listed on Exhibit A, and wai�s any defense or other
daim that the Authorized Offioer was not authorized to act on
behalf of any CIieM in regard to the Servioes.
27. Compliance with Law. CI'ient shall c�mply with afl valid
laws and regulations now in effect or hereafter promulgated by
any properly constituted govemmental authority havfng
jurisdiction over ClierK and CNenYs business.
28. Waiver. Failure of a party to insist upon strict adherer�e to
any term of this Master Agreement on any oa;asion shall not
deprive the forbearirg party of the right thereafter to insist on
strict adherence to that tertn or any other terrn in this Master
Agreemer�t. My waiver of a breach shaH nat be construed as a
waiver of any subsequeM breach, whether or not similar.
29. Communicatlons. Unless Mherwise spedfied in a
Service Schedule, all notices required to be given hereunder or
under any Servioe Schedule(s) may be given in writing,
telephone or fax addressed to the Bank or the CIieM at the
address appearing on the 8rst page of this Master Agreement or
such other address as specified by either party in writing.
Notioes shall be effective upon receipt except as oU�ervvise
specfied. Any notioe which is required to be given to Client
pursuant to this Master Agreement or any Service Schedule,
shall be suffiaent as to each and every Client if rr►ore than one,
when provided to Client at the address listed on the first page of
this Master Agreement If Client chooses to use unencrypted
electronic mail ("email') or other insecure method to
communicate with Bank, Client agrees to bear the risk that its
email may be carupted, modified, or hacked, or its
confiderrtiality may be othenNise breached by a third party, and
the risk that Bank may rely on the email, which appears to be
from Client, but is unauthorized, and such reliance results in a
loss.
30. Eleclron� Records Dtsclosure. (a) Client agrees to
receive electronic delivery of statements, images, records,
agreements, disclosures, notic�s, and other information
("Electronic Records") for ClienYs accounts at Bank as
designated by Client in writing to Bank from tirr� to time
("Designated Accounts"). The Electronic Rec�rds will be
available via acoess through a secure website such as Key Total
Treasury or Key Business Online or such other website as Bank
establishes from time to time ("Website"). Client may elect to
Cash Management Services Master Agreemer� (Rev 04/03J12)
KeyCotp ConfideMtal
receive one or more Electronic Records for each Designated
Account. Bank will notify Client from time to time regarding what
records are availabie as Electronic Records.
(b) For records that CIieM has not selected to rec:eive
electronically through the Service, Bank will deliver such records
in paper form and Bank's standarcl fee then in effect and
charged for paper delivery of records will apply. For records that
Clierrt has selected to receive electronically through the Service,
Client may request a paper copy of an ElecVonia Record
previously delivered and Banks standard fee then in efFect and
charged for paper delivery of records witl apply. Even though
CIieM has requested electronic deli�ry of selected Eledronic
Records through tl�e Webs(te, Bank may, at its discretion, deliver
c�rtain Eledronic Records i� paper form, hrnvever, in such case
no fee will � charged. A paper copy of Electronic Rec�ds can
be obtained until the copy is no longer r8quired to be maintained
as a rec;ord for the Designated Aocount under applicable law or
regulation.
(c) Client will receive notice advising Client that Electronic
Records of Statemerrts and Wire Advices for Designated
Aa�unts have been posted to the Website by e-mail ("Alert
Notice"} sent to the e-mail address selected and confirmed by
Client ("E-mail Address"). Client may select and confirm one or
more E-mail Addresses, however, Client agrees that an Alert
Notice serrt to any one of the E-mail Addresses shall constitute
notioe to Clierrt. Thia Alert Notice will be the only notice Client
will receive. As used herein, "Statement" means the acxount
statement for an account and "Wire Advice" means a notice to
Ctient of an inc�ming wire transfer to an acxount; both are
"Eledronic Reoords" hereunder. Client agrees that a�y and all
Alert Notices sent by Bank to any of the E-mail Addresses will
�nstitute sufficient and effective delivery and notice to Client of
information oontained in ClienYs Statements and Wire Advices
whether or not Client accssses or reviews the Alert Notice,
Website or specific Eiectronic Record, and shall be deemed to
have been deliver+ed to Client, whether adualfy received or not.
Client agrees to maintain computer capability and access to the
Website in a man�rer that gives Client continuous ability to
access, review, download a� prirn ClienYs Electronic Records
and to receive and access e-mail Alert Notices to Client at each
of the E-mail Addresses. Client must immediately advise Bank
of all changes or updates to any E-mail Address or if such E-mail
Address becomes inoperative or inactive and to immediately
identify another E-mail Address to be used for the Serv'ioe. If
Bank attempts to send an Alert Notice to any E-mail Address
and receives two (2) consecutive reports from an e-maif service
provider or other source that the e-mail is undeliverable, 8ank
may, at Bank's sole discrefion, automatically unenroll Client and
cancel ttte Service for all Designated Acxounts and Client may
begin receiving account records through the U.S. Mail subject to
the terms hereof, induding, without limitation, any applicable
fees. It is ClienYs sole responsibilit�+, whether the corttent of
such Alert Notice is delivered by mail, electronic mail or other
eledronic means, to access and review prompUy its own
Electronic Records for its Designated A�ount. The Electronic
Reoords are deli�rered in a manner to allow Cl�nt imm�iate
acoess to download and print the Etectronic Records on its
persona{ �mputer.
(d} Certain risks are associated with the transmission of
confidential Electronic Records and Alert Notices through the
intemet including but not limited to unauthorized access,
systems outages, delays, disruptions in telecommun'�ations
Cash Management Servic�s Master Agreement (Rev 04l03112)
KeyCorp Confidential
services and the Intemet. E-mail is not private or secure. Alert
Notices sent to Client by e-mail are ur�ncrypted, automatic
alerts. Client acknowled�s that an Alert Notice cbuld be seen or
intercepted by others if delivered to ClienYs business address or
other computers or electronic devices not exdusively under
ClienYs control. This means that a person who is able to access
ClienYs e-mail witl be able to view ir�forma6on relating to ClienYs
Designated Account contained in the Alert Notice. Client will not
respond to the Alert Notice by retum e-mail, or use it to request
information, service, paper oopies or other items or to revoke
consent Bank will not be responsible to ad upon requests made
in that manner.
31. Jury Trial Waiver. Both the CGeM and the Bank hereby
waive the right to any jury trial in any ac�ion, prooeeding, or
counterdaim brougM by either the Client or Bank against the
other.
32. Fraud. This AgreemeM Euovide.s oertain prec:autions Cllent
can take to decr�ease the risk ot fraud, which are in aciditiai to
other reasonable precautia�s CIieM can or ahould take to
decxease the risk of fraud generally, and as relates to CI�M's
particular circumstanoes. Bank will make available M CIieM
certain produets and services that will assist CIieM in decreasing
the risk of fraud. CI'�eM agrees that H Client fails to �lemerrt
any of these produc3s or services, or if Clier�t fails to take such
precautions, Client wilt be preduded from asserting any daims
against Bank for paying any unauthorized, altered, couMerfeit or
other fraudulent item that such product, service or precaution
was designed to detect or deter, and that Bank will not be
required to Ray such item, re-credft CIieM's �uM, or
otherwise be liable for such item.
33. Lockbox. If Client utflizes Banks lockbox servioes
("Lodcbox Servioes"), CIisM agrees that Uie foAowing terms and
conditions shall apply: (a) Foreign items reoeived through the
Lodcbox Services will be credited to CI�nYs ac�uM at such
time as Bank receives final payment fa suci� items. The term
"foreign item' is an item (chedc) not drawn on a U.S. bank, a is
not payable in U.S. dollars; and (b) If in regard to the Lockbox
Services Client req�sts, verbally or in writing, that Bank retum
checks bearing a restrictive eridorsemeM or legend (e "final
payment", "paid in fulP' or words of similar meaning), Gient
agrees that Bank dces not accept responsibiliry for Bank's failure
to discover and retum such items.
By signing below, the underaigned Authortzed Ofllcer of
Client understands and agrees that helshe is slgning on
behaN of the Client whoae name appears immedlatey below
and on behalf of each and every other CNent Iisted on tl�e
"Clfent LisY' attached hereto as Exhibit A and made a part
hereof.
cir�r a� �E��a��+v,nv
�r .--��----- ���" f �
Signaturs Date
Tho Kraus
Printed Name
Finanoe Dhectw
Tit�
KEYBANK NATIONAL AS30CIATION
�
Signature Date
Printed Name
rt�e
Cash Managemer►t Servioes Master Agreement (Rev 04I03/12) g
KeyCorp Confidential
ADDENDA AND SERVICE SCHEDULES ATTACHED
Guaranty Addendum to Master Agreemerrt
Positive Pay Service Schedule
E�ibit A
,,____. Automated Clearing House Etectronic Data Interchange Service Schedute
Exhibit A
Third Party Provider Addendum to Automated Ctearing House Electronic Data Interchange ScF�edule
Automated Ciearing House Retumed Check Senrice Schedufe
Automated Clearing F�use Debit Protection Senrice Schedule
ACH Dir�ec:t Secvice Schedule
Wire Transfer Service Schedule �
Automated Credit Sweep Service Schedule
Exhibit A
Third Party Lockbox Service Schedule
Exhibit A
Key Capture� Service Schedule
Key Capture� Plus Service Schedule
Modification Addendum (to be used for revisions to any of the foregoing)
Cash ManagemeM Servic:es Master Agreement (Rev 04103/12)
KeyCory Cordidential
T
EXHIBIT A
CLIENT LIST
Each of the followtng companies is a"Client" as defined in the Master Agr�eement:
Entltv Name T�N Ad_ dress 71tle of Authorized Offker
Cash Management Services Master Agreement (Rev 04/03/12) g :
KeyCorp Canfidential
WIRE TRANSFER
Service Schedule
CUENT NAME: City of Federai Way ("Clierrt"}
TNIS SCHEDULE. Client has decided to use the Service
described below and KeyBank National Ass�iation
("Bank") agrees to provide the Serv'rce as stated herein.
Client and Bank agree that the Service shall be performed
in accordance with this Scheduie and Client's selections,
designattons, authorizations and/or other instructions, and
subject to the Master Agreement between Client and Bank
for cash managemerrt services, a copy of which has been
received and signed by Client (said agreement, together
with this Schedule and ail other addenda, exhibits and
schedules attached thereto, collectively called the "Master
Agreement"). This Schedule is hereby made a part of the
Master Agreement AA capitalized terms in this Schedule
shall, unless o�erwise defined herein, have the same
meaning as ascribed to them in the Master Agreement.
1. 3ervice. Bank provides Client with access to a Wire
Transfer Service which enables Client to transfer avaitable
funds from its accouM at Bank as stated herein. Clierrt
agrees ta be lega8y bound by the following terms and
conditions each time that Client uses this Wire Transfer
Service.
2. Authorizations.
(A) The authority of any agent of CIieM may be
established under applicable principles of agency law or by
resWution of the Clierrt. Without limiting the generality of
the foregoing, Client hereby authorizes each of the
persons listed on the Payment Authorization Form (each
herein called an "Authorized Representative"), and any
person who may be added to the Payment Authorization
Form by amendment thereof, to issue or authorize to be
issued requests, instructions, and payment orders,
including any cancellation or amendment thereof, in the
name and on behalf of the Client, given by any means or
modality, including without limitation by oral, written,
termina{, personal computer, telephone, telegraph, telex,
facsimile or electronic communication or signal, for or
relating to any funds transfer from or into any account or
accounts of the Client. Bank may rely on the authorization
set forth in the prior sentence with respect to any
Authaized Representative until the Wire Communications
Department of Bank has received a proposed amended
Payment Authorization Fortn deleting such person as an
Authorized Representative, and Bank has had a
reasonable opportuniry to act upon any such amendment.
Any ame�dment to the Payment Authoriration Form may
be signed by any other person whose authority tv do so
has been established to Bank's satisfaction.
Wire TransferServ(ce Schedule (Rev 08/01/11)
Key Corp Co�deMial
' For Bank Use Only
TIN # (re�ired)
Account # (optbnal)
Document Type: Treasury Services Agreement
Autt Doc Type: Wire Agreement
'Contact Name: Biilie Kawinski
Phone: 425-709�574
Agreement Modifled ❑ Yes or � No
(B} Client requests Bank to transfer funds fi�om Client
account(s) whether such accounts are at Bank or another
financial instituution, and to any accouM of a thiM party
specified by Clierrt, whether such third pany ac�w�t(s) is
at Bank or another finanaal institution.
(C) CIieM requests Bank to effect funds transfers
based upon pre-determined repetitive transfer instructions
described in any Repetitive Transfer Sched�e executed in
the name of the Client currerdly on file with Bank
("Repetitive Transfers"). Such instructions cover pre-
authorized transfers of a repetitive nature (those in which
transfer debit and c,�edit parties remain the same; date and
dollar amount may be variable).
(D) The Client warrants and represerrts that ClienYs
performance of this Schedule has been duly authorized
and is a binding obligation of the Client
3. Security Procedures.
(A) When a payment order issued in the name of a
Client is transmitted diredly to the Wire Communications
Departmerrt of Bank, its authentiaty will be verified
pursuant to the security procedure chosen by the Client
from among the akemative securiry proc�dures set forth in
the Payment Authorization Form. Where Repetitive
Transfers are requested, such initial request and any
proposed modification to the Repetitive Transfer Schedule
will be verified in accordance with the security procedure
set forth in the Payment Authaization Fwm, but each
successive transaction need not otherwise be
independenUy verified.
(B) Client agrees that the security procedure chosen
by Client as set forth in the Payment Authorization Form
are commerciatly reasonable for the CI'ient and waives any
objection that they are not. The CIieM shall be bound by
any payment a whether w not authorized, issued in its
name and accepted by Bank in compl'�ance with such
securiry procedures. To the extent that Client fails to
follow these security procedures, CI'�nt shall be deemed
to have refused such security procedures.
(C) Bank will assign a uniq�e Personal Identificatlon
Number (PIN) for each of Clier�Ys Authorized
Representatives as designated in the Payment
Authaiza6on Form. Client shall be responsible for
transmitting the PIN to the appropriate Authorized
Representative and for assuring that ft is not made known
to any person other than the Authorized Representative by
whom it is intended to be used. Client shall maintain the
PINs in strictest confidence and take security measures
sufficient to assure that they are not used to facilitate
unauthorized transacaons.
(D) If applicable, Bank will assign to each user an
iden6fication number ("User ID"), a tempwary Password,
and requires user to register a digital certificate which wili
enable Client to initiate paymeM orclers by personal
computer through the Internet. Client shall change the
initial assigned Password immediately. Each user shaH
maintain his/her own unique User ID and Password.
Client shall exercise reasonabls care in determining when
changes in the Password shalf be made. If applicable,
Client shall be responsible for terminating a users access.
Client has the option to require another authorized
individual to approve or cancel a transfer request before it
is released.
(E) Bank may require the use of a user authentication
device for each of GlienYs Authorized Representatives as
designated in the Payment Authorization Form. Client
shall be responsible for transmitting the user
authentication device to the appropriate Autha�ized
Representative. Client shall mairrtain the user
authentication device in strictest confidence and take
security measures sufficient to assure that it is not used to
facilitate unauthorized transactions.
(F) Client warrants that each transaction initiated or
facilitated by the use of the User ID, Password, or any PIN
is fully authorized by the Client and by any other party
whose authorization is required. Bank shall not be liable
for any loss, damage, or liability which may arise from the
unauthorized use of the User ID, Password, or any PIN.
(G) The security procedures set forth in the Payment
Authorization Fwm are availabte only if the ClienYs
payment orders are transmitted diredly to the Wire
Communications Department of Bank. If the Client instead
chooses to transmit such payment orders to a Bank
representa�ve outside the Wire Communications
Departrnent (such as a branch offrce employee or the
ClienYs relationship manager or his or her assistant), the
security procedures will be Nmited to possible vace
recognition and the Client will be deemed to have refused
the security procedures set forth in the Payment
Authorization Form.
(H) Securiry procedures for the detection of Client
errors are not provided by Bank and in no event shall Bank
be liable for Client errors.
4. Inconslstencies Between Names and Numbers. If
an identifying or bank account number provided in a
payment order issued in the name of the Client identifies a
person different from the benefiaary named in the
payment orcler, or if the words and numbers set forth in a
payment order are otherwise inconsistent, the Client
understands that execution or payment of the payment
order might be made by Bank, another beneficiary's bank,
or any other person on the basis of identifying number,
bank account number, or other number rather than on the
Wire Transfe� Service Schedule (Rev 08J01/11)
Key Corp Cantidential
basis of the name or words. If a payment order identifies
an intermediary bank or the beneficiary's bank both by
name and an identifying number and the name and
number identify different persons, the Client understands
that Bank, another receiving bank, or any other person
might �ely on the number as the proper identification of the
intermediary or beneficiary's bank even if it ident�es a
person different from Bank identified by name. Bank may,
in its discre6on and without liability, choose to rely either
upon a name or other words, or upon an iden6fying,
related, accompanying, or bank account number in a
payment order. Bank shall not, tor any purpose, be
deemed to know �that an account ideMifying or other
number in a payment order does not identify or match the
person or words intended to be iderrt�ed w otherwise set
forth therein unless the officer or employee of Bank who
receives or accepts the payment order has actual
knowledge and awareness of the coMents aF the paymeM
order and the fad that a discrepancy exists.
5. Execution, Rejection and Payment of Payment
Orders. Bank shall have the right to reject or impose
conditions that must be satisfied before it will accept a
payment order for any reason, including without limitation
Client's violadon of any term of this Schedule or the Master
Agreement, Client's failure to maintain a sufficient
withdrawable account belance, or the beGef by Bank that
the payment oMer may have not in fact bsen authorized.
The payment order may also be rejected by an
intermediary or beneficiarys bank other •than Bank, or by
operation of law. If a peyment order is rejected, Bank shall
endeavor to notify the Client by telephone, electronic
transmission, in writing or by other means cFrosen by
Bank. The r�Gce shall be effective when given. Bank
shall, however, have no liebility to Client by reasort of such
rejection by another person in the funds transfer chain, or
the fact that such notice was not given or was not given at
an eariier time. Bank shall have no liability to Client for
failing to notify Client within any spedfied period of time of
receipt, acceptance, execuGon, or paymeM of any
payment order.
6. Execution Date. The Client shall not issue a payment
order instructing execution or payment on a banking day
later than the day the order is received by Bank unless
Bank agrees to accept such order.
7. Cut-Off Hours. Format requirements and cut-off
hours may be esiablished and changed by Bank from time
to time. Payment orders received after such cut-off hours
may be treated by Bank for all purposes as having been
received on the following banking day.
8. Provisionality of Credits. While an account of the
Client may be credited in the amount of an incoming
payment order, such crediting shall be subject to receipt of
final settlement by Bank and any cancellation effected or
agreed to by Bank.
9. Cancellation and Amendment. Clier►t shall have no
right to amend or cancel any payment order. Bank may,
2
however, on its own initiative and without obligation, act
upon a request to amend or cancel, but shalf have no
liabiliry if such cancellation or amendment is not effected.
Any such request to cancel or amend must be received by
the Wire Communications Department of Bank, on or
before the banking day on which the payment order is to
be executed. If Bank agrees to a request from the sender
or originator to cancel a payment order which has been
eredited to a Clfent's account, Bank may deduct or set off
the amount of the order from or against any Client account
or otherwise obtain a refund from ihe Client.
10. Overdrafts. The Client does not have the right to
incur an overdraft in any of its accaunts as a resuft of a
funds transfer. The Client shall have in its account, at the
Gme a payment order is initiated, a ba4ance of actually and
finally cdlected funds sufficient to cover all of Rs
obtigations including the payment order. Bank may,
however, in its discretia�, execute the payment order even
if such execution should result in the creation of an
overdraft in a ClienYs account. The Client shall be {iable to
Bank for any such overdraft. if insu�cient Client funds are
available to cover a payment order, including charges,
Bank may, in its discretion, send the amount of funds
available or send the payment net of charges, or not
execute the payment order.
11. Report of Dfscrepancies in Payment Orders.
Within fourteen (14) days after the date the Client receives
notification ftom Bank, whether by advice, corrfirmation,
statemerrt or othervvise, or Bank makes such notification
available to the CI'rent, whether by computer link or
otherwise, that a payment order in the name of the Client
was accepted by Bank or the CIieM's account was debited
or credited with respect to a payment order, or within
fourteen (14) days of any earlier date upon which the
Client has no6ce from another source of execution,
payment, non-execu6on, or non-payment by Bank or any
other party of any payment order issued in the name of or
paid to the account of the Client, the Client must notify the
Wire Communications Department of Bank of the relevant
facts regarding any unauthorized or enoneous payment
order, any discrepancy reflected in such notification or
notice, and any right of a refund. Failure �f Client to so
notify shall reiieve Bank of any liability it would otherwise
have in regard to such payment order. Bank shall have no
obligation to notify the Client af the receipt, execution, or
payment of any payment order within any specified period
of time. If Client chooses not to receive advices,
statements or other nodfications of debits or credits to the
Client's account, or insVucts Bank to hold such
notifications for Client, the fourteen-day period set forth
herein shall be deemed to begin to run, respectively, on
the date of the debit or credit or on the date the notification
is prepared by Bank.
12. Recordtng. Bank may, but shalt not be obligated to,
tape or otherwise record telephone conversations between
Bank and Client.
13. Third PaRy Transfers. Client covenants and agrees
that Client may only use Key Total Treasury ("KTT") to
initiate funds transfers on its own behalf and in ClienYs
own name. Client will not use KTT to ini6ate funds
transfers on behalf of Client's customers or other third
parties.
14. Notices. All notices or written communications of any
type related to the Schedule or to the funds transfers
hereunder shall be directed: (A) if serrt by the Client, to the
address for notices to Bank as set forth in the Payment
Authori�tion Form, unless the Wire Communications
Department of Bank, shall expressly speafy a different
address to the Client in writing; and (B) if sent by Bank, to
the address of Client set forth in the PaymeM Authorization
Form, as the same may be amended to reflect a different
address.
15. Affiliates of the Client Any affiliates and/or
subsidiar�es ot Client ("Cliern Affiliates") shell, if they ha�re
signed belo�nr, also be deemed to be parties to this
Schedule and the Master Agreemerrt. Each such Client
Affiliate acknowledges receipt of a copy of the Master
Agreement. Except as otherwise provided herein, the teRn
"Client" whenever used in this Schedule and the Master
Agreement shall indude the CIieM and each such Client
Affiliate. My notice which Bank is required by this
Schedule or the Master Agreement to provide to Client,
shall be provided only to the party which executed the
Master Agreement Each such notice shall be deemed to
constitute notice to all parties to this Schedule and shaN
satisfy the notice requirement set forth herein and 'm the
Master Agresm�t.
Clierrt: C���ky of Federal,�ii�t ���
� �
B ����� �
T�� Finance Diredor
Client Affiliate:
�y:
Signature Date
Title:
KEYBANK NATIONAL ASSOCtATION
By:
Signature Date
Title:
Wire Transfer Service Schedule (Rev 08/01H 1)
Key Cory Co�dentlal
Attachments:
Payment Authorization Form (six pages)
NOTE: This form must accompany all Wire Transfer
Service agreements.
Repe6tive Transfer Schedule (optional)
Wire Transfer Service Schedule (Rev 08101/11) 4
Key Corp Confidential
For Bank Use Oniy
TIN � (tequired):
Account � (opUonap:
Document Type: Treasury Services AgreemeM
Aux Doc Type: NRre Agreemerd
Contad Name:
Phone:
Agreement Modified D Yes or � No
� WIRE TRANSFER SERVICE
PAYMENT AUTHQRIZATION FORM
Ci11r of Federal VV�iy Keye�nk Neaona� associadon
�li�a�rt Name Bank Name $r�ndtfD�t.
33325 8T" Avenue South Bellevue WA 98004
Client Addre§s Bank (Ciy, State, Zip)
Federal Way WA 980Q3 Billie Kawinski
City, gta�e, Zip Bank Contad Name
425-7Q9-4574
Bank Cor�tact Ptror�e Wurnber
_ 7 of ServFce
x New Serv�e
❑ Revision to Current Service
❑ This supersedes all previous Payment Authorization Forms
Or
❑ This modffles the existing Payment Authorization Forrn dated
mmJdd/yy
This modification adds ❑ Authorized Representatives and/or ❑ Acx�unts
This modificatia� deletes ❑ Authorized Representatives and/or ❑ Accour�ts
❑ Other modification; piease specify
❑ Cance{ Alf Wire Services for
❑ Phone ❑ KTT ❑ Batch VYre Transmission
_ Method of Deliver�t
Please select all that apply:
X KTl' — Key Total Treasury via the Intemet
X Phone Initiation (required for badc-up initiation for all KTT Authorized Representatives)
❑ Batch iNre Transmission
Ptease contact your Cash Management Sales Offlcer or your nearest KeyCenter if you require �sistance
compleUng this form.
Wire Trans6er Service Payment Authoriza8on Fortn (Rev 09/01/09) � :
KeyCorp CoMideMial
Telephone Initiation
� . � .1 s
The Client chooses the security procedure on the listed ac:oourrts betow, as indicated by an "X"' on one of the frve ootions below. to be
followed in connedion with wire transfers and in accordance with the terms of the current Wire Transfer Schedule and Master
Agree.menUCash Management Seroices.
• Callback Procedure - Th� procedure inGudes a pllbadc feature as a form of Secondary Authorization, whereby the Bank calls
the telephone number provided below and the additional Authorized Representative listed is asked to verify all non-repeat wires.
(Repeat wires do not require a callbadc)
• Caliback Procedure with PIN (Personal Idernification Number) - Requires that the Authorized Representative ar�swering tF�
cai�adc be required to provide a PIN, The Authorized Representative receiving the callbadc cannot be the same person thffi
initiated the wire.
• Calll�ck Proceciure wkh Dollar Limit The calibadc prooedure, as a form of Secondary Authorization, �viN be exercised ONLY for
wires initiated at or over the dollar amouM soecified
• Callback with Dollar Limk and PIN' — The cailback prooedure will be exerased for wires over the dollar amount speafied AND
the Authorized Representative answering the calibadc will be required to provide a PIN. The Authorized Repr�esentative receiving
the callback cannot be the same person that initiated the wire.
• Wafve Callback Procedure — Cal�adc security feature is not required.
Please Note: Secondary Authorization Calibadc procedures are based at the account IeveL
Initiatlo� and Secondary Authortration Designattons
Calibadc � wlDollar I vW $ Umit I Waive � for Non-Repeat wires I for Repeat wires (If
with PIN Limit 8 PIN Callbadc '(If applicable) appNcable)
Callbadc w/Dollar w/ � timit ' Waive for Non-Repeat wires for Repeat wires (If
Callback with PIN Limit & PIN `Callback (If appiicaWe) applicable)
2.
r
� w
departmertt will cantact the next Authorized Representative on the list with approval capabilities.
Wire Transfer Service Payment Authorization Form (Rev 09/01J09) 2
KeyCorp Confidential
V1Are Transier Service PaymeM Authorization Form (Rev 09/01/09)
KeyCorp Cortfidential
m �'
.K
3
Seca�dary AuthoHzatton Cal�adc Callbadc alibadc Doliar Limrc C;alroadc uaiar umrc
Callbadc w/Dollar w! $ Limit Waive for Non-Repeat wires for Repoat wires (M
Account Number Callbadc with PIN Limit � PIN Callbadc (M applkable► applicable)
3, $ $
Secondary Authorization
6.
Caliback w/Dollar w/ $ Limk Waive for Non-Repeat wires for Repeat wires (If
CaAback with PIN Limit � PIN Callbadc (If applicable) 'applicable}
'The first Authorized Representative Bsted with approval capabiqtles wUl recelve the flrst calibadc. H tha person is nat ava�abie, the wire departrnent wtll
coMad the next Authorized RepreseMative on the Iist wKh approval capabNiHes.
Please make a copy of th� page and attach additlonal papes ff neoessary.
Wire Transfer Service Paymer�t AuUwrizaUon Form (Rev 08/01/09)
KeyCorp Corrfidential
�
Internet Initiation via MC+� Total Treasury (KTT)
Clients utilizing the KTT Intemet initiation procedure for wire transfers are subject to three levets of security:
(1} Authorized Representatives must register for a digitai certificate, which will autheMic�te their user PC as an
authorized PC.
(2) Key Total Trea4ury Passwords and Login ID's which are conf'idential and must be used by ClienYs Authorized
Representatives.
(3) Secondary Authorization allows Clierrt to require another authorized individu�l to approve or cancel a transfer
request before it is released.
Companv Level Authortzations:
(1) For this Clier�t, is Sec�ndary Authorization required for any Wire services? � YES ❑ NO
Please note: Seoondary Authorization for KTT initiated wires is set at the Authorized Repres�►tative leve�• N an
Authorized Representative has a secAndary author�zation threshold limit for any type of wire, that Nmit will appiy
for all wires of that type regardless of which account they are initiated from.
If YES, indicate the number of Authorized Representatives required to approve each ty� of wi�e service:
Domestic Repeat � Fitst approver ❑ Additior�al Approver
Domestic Non-Repeat � First approver ❑ Addifional Appraver
irrtematiorial Repeat � First approver ❑ Addi4onal Approver
Intemational Non-Repeat � Frst approver ❑ Additional Approver
Domestic Drawdown Repeat ❑ First approver ❑ Additional Approver
Domesfic Drawdown Non-Repeat ❑ First ap�rover ❑ Additional Approver
Please verify the named Secondary Approvers are assigned the proper Secondary Authorization capability on pages
5 and 6 af this form.
(2) For this Client, are future dated wires allowed? � YES ❑ NO
tf Yes, please indicate number of days (select 1 to 17 business days): 17
Please note: In order to create wires during the extended initiation time (5:30 p.m. — 5:00 p.m. El� Clier�ts must
allow tuture dated wires.
Please continue to the r�xt page.
VWre Tranafer Service Paymerrt Authorizstion Form (Rev 09/01 /09)
KeyGorp CoMidential
�
..
AuthoNzed Representative Authorizatfons
1. Please indicate each Authorized Represen�tive's capabiliUes for KTT Initiated Wir�es. If the column is left blank, tt►e Authorized
RepreseMative will not be assigned the c�rresponding capabilities.
2. If this wire agreemeM covers more than one account, and the initiation capabilkies vary per account, please list the assodated
aaouM number along with the initiation lirnnit amounts.
3. For unlimited dollar amounts, please specify by writing "unlimited` in the field. (Unlimited equal to $9,999,999,999.99)
$�ao�ry Autl�o�n 11�rhoFd I.i�nits.td�r M'C] YE�' was cAecked .rn
HUCISOri
�.4796811
a
159550
3.
4.
6.
s.4796811
s.4796811
4.4796891
6.
nm m�s �prqencaow n�v� access m Typ� of Nfiro SarviCS Threshold IhnR at Whkh i�a+►�d hi ►equirod by a
tlN KTT Ineaninglditpoinp Win R�port sacond AWhorix�d Ro
� YES ❑ NO Dort�estic Repeal tUR�ltlllt@C�
Can this R�MNiw crwt� or pomeatic Non-Repeat SQ
approw wka t�mWkas (nP�1s)
�^ � rES ❑ r�o im�� Rea� sUnlimited
can tnis RapnwMaw� cr�ab or Incem�tional Noo-Repeat t0
drawdown LamP� (�)
YES � NO Domsstic Drawdown Repeat s
Dorneafic Drawdown Non-Repest =
7ypa of Ssrvk� Maximum DoHar AmouMthat this Ma�d�rwm Ddfer Artaunt that ihis Repreaentative can
RepreseMative can lnitlate for the accouMS approve tor pomestic wires for the axouMs Nsted •
".aa a
°� � sUniimited
AAaximum Doqar Amaxd tbal tMs RepreseMatfve can
°p � � sUnlimited epprove rur triamanww� wir.s ror cne a�nts us4ea '
i'�°"�",;�"r � sUnlimi�d �
'"�""�"" � sUniimited '
� R� Maxpnum Doqar Amount tlisl Mts Repreaentative c�
� app�ove for Dnwrdo+� for the acoour#s liated `
DOntMM1C'DraWdC+�n Noo-Repea► f S
�! tot#hs beir�Cw tramtl�u, �dsbova
lypa of Servka Ma:Ynum Dollar AmouM thrt tlds �» Dopar AmauM thal thia ��ve can
R�pnNnhtiw can irdtl�b iw ths accouMs approve for pomesHc wins tor tlie e000urNS tlated •
� Rap�pt q� i
: Mm�num DoNar Amamt that tMa Repreeenta0ve cren
� f ,approve for IMamatlonal wlrea tor the �rHs iisled
N+1ere18W�ei Rep�, _ •
Ir�et�io�qiiNon.FGe�ert s S '
dnnrrs�c �ed�n Repeet i Maximum DoNar AmouM tl�t fhis f�preaantaUve c�
approve tor Drawdowna tor the axourHs �ted'
bonte�iC tkat►dawn Non-Repeat S i
Seoca�nX A�n Thnshold LNnks (OnN ePP�cade il `Q YES" was elx�aed on
4 fw Leue1
WIII thls Rspres�nmWe have ar.esss to Type M W in Sarvka Thnshold Iknk at which approval ia roqulred by a
1M K1T IneominglOutgoing YVIre ReP� aecond Aulho►ined
� ves 0 wo ��� Re�c sUnlimited
Can tlds Represenhfivs cre�e or
approvs wire tamP�ates (�Pe�) DortiesHc Nwi-Repeat s0
�^ � YES ❑ NO IMernatianal RePeat SV�I�IIflI�
Can this Reproaer�Ufiv� creaEe w IMernaGonal Non-Repeat s(j
aPpmve drawdown esmplotea (rePtab)
❑ YES � NO Danesitc Drawdown Repeat s
Domestic Drawdown Non-Repeat s
i�rpa ot Sorv�ca Maximum pd�r AmouM that this Ma�omum DoNar AmouM U�at this RepreaaMative can
Represer�iva cen InMiate for the accouMS approve fa Dpmsstic wf� for the accaiMs liated '
'"`� :Uniimited
°° " 1 °��"� � Unlimited
Ma�dmum Dollar Amourd that this Repreaentative cen
°°`"'�` �°"'� s Unlimited aav�ove+or ��o.►natlo�al wtras ro► a�e ao�ouMs usu.w
'"`� �' s Unlimited .
�o�a sUnlimited
s Unlimited
eHC Drawctown R�rsat s Mauimum Ddler AmouM that this RepreseM�ive c�
approve tor Drawdowns tot the eocouMs listed •
7�orvreadic �mti Non-RapeaT � 3
& 1ar �w I�d bslaw airs d1� #qn ths IYnits !4x aecq�a�ls l�ad
V1hre Transfer Service Paymerd Authorization Form (Rev 09/01/09) 6
KeyCorp Co�idential
AceouM Num�era 7ypa � Service Maxlmum Dollar Amour�ttlwstttris M�drtrurn Ddler Amourrt that N�s Ra�r��livo can
RepnssntaRive can initl�te for tl►e s�xouMs approve tor pomestic wNes 1or the axour�ts liated '
IFa�d ;
1. ��'� , i Ma�dmum DoNar Amount that tld: Repr�live an
� �►�r�-� a �r«Me.►�uo�.�,�.+aa,e.o�o�.�a
3. �letrt�c�a! � � •
� : s
Da� Orawdawn Rap�i :Maxtmum DoMer Amamt riwt Ws R�psa�r�tatlw ean
5. _ ; appfovs for Orawdowns for U1e aaol�r�ts INed'
6. Donr�ticDrswda�ves hldf-�spbsl � S
At loaet one nuln«Izea ReproeeMadve enouw havs unNmiQed appraral ror eocn wire tyve to en�re t1,ac wi►es arc not «eesee for en arriowd shst c.nna ns appiovea.
Wire Transfer Senrice PaymerN Authorizetion Form (Rev 09/01l09) 7
ICeyCorP COnftdential
V1Are Transfer Service PaymaM Authorization Fortn {Rev 09/01lOS) $
KeyCwp Confidential
�
aae rnake a r�py of �s page ana wnas� acmitwnai pages ir necessary.
I�et a�e MatM� Reproeentative a1wWd have uMimited epproval tor eech wiro type w enwre d�at wires �e not d�ted fa en emouM thet cannot be approvsd.
Vlfire Transier Servic�e Paymer�t Authorizatlon Form (R� 09l01�8)
KeyCorp Conftcfentfal
N�
Bank accepts the security procedure for Telephone or KTT Initiation chosen by CUent above. By execution hereof
by its duly authorized officer, CIieM requests Bank to act on funds transfer requesis in accordance with the terms of this
Payment Authorization Fortn and any current Repetitive Transfer Schedule executed by the CIieM on file with Bank, and
the current Wire Transfer Schedu� and Master AgreemenUCash Management Services, receipt of which is also hereby
acknowledged by Client, as the same may be amended in accordance with its terms.
City Of Federal Way Key National Assoaation
Ctierrt Name ' � / � � Bank Name
• .:
Tho Kraus
Prirft Name . Print Name
Finance Director
Title Title
Wire Transier Service Payment Authorization Form (Rev 09l01/09) � �
KeyCorp CoM'identfal
This completed Wire Transfer PaymeM Authorization Fomi and the compfeted Wire Transfer Sc�edule must be signed by
BOTH an authorized ofFicer of Client represeirtative and an Officer of KeyBank.
PAYMENT PROTECTION
Service Schedule
Client Name: City of Federal Way ("Client")
THIS SCHEDULE.
Client has decided to use the Service described below
("Service°) and KeyBank National Association ("Bank")
agrees to provide the Service as stated herein. C4ient and
Bank agree that the Service sEiali be performed in
accordance with this Schedule and ClienYs selections,
designations, authorizations ar�d/or other instructions, and
subject to the Master Agreement between Ciier►t and
Bank for cash management services, a copy of which has
been received a»d signed by Client (said agreement,
together with all other addenda, exhibits and schedules
attached thereto, coNectively called the "Master
Agreement"). This Schedule is hereby made a part of the
Master Agreement. All capitalized tertns in this Schedule
shall, unless otherwise defined herein, have the same
meaning as ascribed to them in the Master Agreement.
1. Service.
Payment Protection is a service to minimize loss fran
payment of fraudulent checks. Client will receive a daily
report ("Payment Protection ReporY' w"Report") of all
checks, authorized drafts, and checks converted to
Automated Clearing House ("ACH") entries, payable in
U.S. currency (collectively referred to as "Items") that
have been presented for payment to Client's account at
Bank. Client will review the Report daily and may instruct
Bank to retum any Items listed in the Report in
acrr�rdance with the terms and conditions of this
Schedule and such other tertns and conditions as
provided by the Bank to the Client from time to time.
ltems presented at the teller line of a Bank branch office
will not be covered by this Service; accordingly, any
decision to pay or not pay such Items will not be governed
by this Schedule. Nothing in �is Schedule is intended to
limit Bank's rigM to return an Item unpaid if there are
insufficient funds in the account or Bank otherwise
determines to retum #he ltem_
2. Client Responsibilities.
Client will designate which of Client's accounts are to be
used with the Service. Client wilt monitor the Payment
Protection Report every business day for such accounts
and will indicate on the Report those Items which Client
reasonably believes are fraudulent or were paid in error,
and which Client is instructing Bank to return within the
timeframes established by Bank. Client agrees that it will
instruct Bank to return Items in a timely manner and only
in accordance with applicable law. By choosing this
Service. Client expressly authorizes Bank to rely solely on
the instruction of the Client to retum an Item, and agrees
that Bank will not be liable for the retum of such Item or
for Bank Use Only
TlN # (required)
Account # (optionai)
Document Type: Treasury Services Agreement
Aux Doc Type: Payment Protection
C�tact Name: BiMie Kawinski
Phone: 425-T09-4574
AgreemeM Nbdified0 Yes or � No
for any loss, damage, cost or other expense as a
result of such retum, wheth�r late, made in error or
otherwise.
3. Procedures.
Clierrt adcnawledges and agrees that the Paymerrt
Protection Report is prov�ed by Bank through K�ey
Total Treasury ("KTT') and that Cltent must be
enrolled in NCTT in order to access the Report. Bank
will make reasonable efforts to provide the Report
to Client each business day through KTT. In
addition to the Payment Protection Reports, Benk
may provide Client with technical requirements,
operational procedures, hours of availability, and
security procedures regarding the Service. Client
shall follow the requirements and procedures, which
Bank may revise from time to time.
4. Security Proc�dures.
Client and Bank shall comply with mutually agreed
security procedures. All data issued in the name of
C{ient is subject to verification by BaMc pursuaM to
the securiry procedures. Bank may process a
retum in the name of Client when verified by Bank
pursuant to such pro�dures a�d which Bank
reasonably believes to be authwized. Client sha11
be responsible for any unauthorized use or
disclosure of all security procedure materials
entrusted to it. Bank may deliver or disdose
security procedure materials to any person
designated by Client as an authorized
representative.
5. Client �liates.
Any affiliates and/or subsidiaries of Client ("CI'�ent
Affiliates") shall, if they have signed below, also be
deemed to be parties to this Schedule and the
Master Agreement. Each such Client Affiliate
acknowledges receipt of a copy of the Master
Agreement. Except as otherwise provided herein,
the term "ClienY whenever used in this Schedule
and the Master Agreement shall include the Client
and each such Client �liate. Any notice which
Bank is required by this Schedule or the Master
Agreemerit to provide to Client, shaU be provided
only to the party which executed the Master
Agreement. Each such notice shall be deemed to
constitute notice to all parties to this Schedule and
shall satisfy the notice requirement set forth herein
and in the Master Agreement.
Payme�t Procec�«, seN�ce s�ned�e �Rev as�o�roa�
KeyCorp Confidential
Client: City of Federal Way
By; L�"� �+'� �l ��'''"F
Signat� Oate
� Flnance Direaor
Client AfNliata:
�
Signature ' Date
"1'"�te:
KEYBANK NATIONAL A$SOCIATION
8y;
Si9►�ure Date
Tttle.
Paymene arotection service scneau�e (Rev osrotro9)
KeyCorp Confidentlal 2
ACH DIRECT Service Schedule
Client: City of Federal Way ("Client")
THi3 SCHEDULE. Client has decided to use the Service
described below and KeyBank National Association ("Bank")
agr�s to provide the Service as stated herein. Ciient and
Sank agree that the Service shall be perFormed in
accordance with this Schedute and Client's selections,
designations, authorizations and/or other instructions, and
subject to the Master Agreement between Client and Bank
for cash management services, a copy of which has been
received and signed by Client (said agreement, together with
all other addenda, exhibits and schedules attached thereto,
collectively cal�d the "Master Agreement"). This Schedule is
hereby made a paR of the Master Agreement. All capitalized
terms in this Schedule shall, unless othervvise defined herein,
have the same meaning as ascribed to them in the Master
Agreement and the Automated Clearing House Electronic
Data Interchange Service Schedule (the "ACH/EDI
Schedule") and the Automated Clearing House Debit
Protection Service Schedule entered into by Bank and Client.
This Schedu{e is hereby made a part of the ACH/EDI
Schedule.
1. Services.
Client agrees to purchase, and Bank agrees to provide
services which indude Automated Clearing House ("ACH")
management and fraud prevention tools through Key Total
Treasury ("Services").
A. Certain of the Services or functionaliry of the Services
may be provided by Bank through one or more website(s) on
the World Wide Web (collectively the "Website"), or by
linkage to other Internet sites, either directly or indirectly by
various third party providers (the "Third Party Providers").
Any sofiware used in performance of the Services is licensed
to Client for use only (i) in conjunction with the Irrtemet
acoess services provided by Bank and (ii) in accordance with
this Schedule and the Master Agreement. Bank and its
Sofiware suppliers retain al! title, rights (including, without
limitation, iMellectual property rights) and interest in the
Software, except as expressly licensed in this Schedule.
Bank may, at any time in its sole discretion, provide Client
with an upgrade of the Software, or discontinue updates to
the Software. However, nothing in this Schedule grants
Client any right to receive any enhancement, upgrade or
update of the Software. Client may not use a previous
version of the Software after Client fias received an
upgraded version. Unless Bank indicates otherwise in
providing an update of the Software, the terms of this
Schedule shall apply to any upgrade, enhance, or update of
the Software.
ACH D[rect Servtce Schedule (Rev 09/01/OS)
KeyCorp Confidentiaf
For Bank Use Only
TIN # (required)
Account # (optional)
Document Type: Treasury Services Agneement
Aux Doc Type: ACH Dired Agreement
Contact Name: Billie Kawin.ski
Ptwne: 425-709-4574
r�t Nbdlfled� Yes or � No
B. Clier�t acknowledges and agrees that by providing
Bank with Client information through the Websibe,
Client consents to the transmission of such Client-
related informatron to Bank, its agents and processors
over state and international borders as necessary for
processing in accordancc� with Bank's standard
business practices. Bank maiMains procedures
designed to protect confidential ir�fom�a�on about
Client and ClienYs use of any Services. PFease refer to
Kev's Business Privacv Policv posted on its Website
for more information on 8ank's use of Client's
informafion provided to or held by Bank.
2. LiabiUty.
In no event will Bank be liable under any contract,
tort, negligence, strict liability or other claim for any
direct, indirect, incidental, special, consequential or
exemplary damages, including, but not limited to,
damages for lass of profits, goodwill, use, data or
other intangible losses (even ff advised of the
possibility of such damages) resufting from the use of
or the inability to use the Website, site conter►t or any
products or Services, or the ir�temet, or any failure of
performance, error. omission, inteRUpti�, effed,
delay in operation or transmission, computer virus,
line system failure, loss of data, or loss of use related
to the Website or the intemet.
3. Affiliates of the Client.
Any a�liates and/or subsidiaries of Client ("Client
�liates") shall, if they have signed bebw, also be
deemed to be parties to this Schedule and the Master
Agreement. Each such Client Affiliate acknowledges
receipt of a copy of the Master /�reement. Except as
otherwise provided herein, the term "CtienY' whenever
used in this Schedule and the Master Agreement shall
include the Client and each such Client Affiliate. Any
notice which Bank is required by this Schedute or the
Master Agreement to provide to Client, shall be
provided only to the party which executed the Master
Agreement. Each such notice shal! be de.emed to
constitute natice to all parties to this Schedule and
shall satisfy the notice requirement set forth herein and
in the Master Agreement.
Client: City of Federal Way
f
��: "_�� ":�" ��' z.
Signature' Date
TitlB: �nanae Diredor
Clfent Affiliate:
�
Signature ' Dats
Title:
KEYBANK NATIONAL ASSOCIATION
By<
Signature Date
Tide:
ACH Direct Service Sc�edule (Rev 09f01/08) 2
KeyCorp Confidential
AUTOMATED CLEARING HOUSE
ELECTRONIC DATA INTERCHANGE
Service Scheduie
Ciient Name: City of Federai Way ("Client"�
THIS SCHEDULE. Client has decided to use the Service
described below and KeyBank National Association
("Bank") ag�ees to provide the Service as stated herein.
Client and Bank agree that the Senrice shall � performed
in accordance with this Sch�ule and ClienYs selections,
designations, authorizations andlor other instructions, and
subject to the Master Agreement between Client and
Bank for cash management services, a copy of which has
been received and signed by Client (said agreement,
together with all other addenda, exhibits and schedules
attached thereto. collectively called the "Master
Agreement"). This Schedule is hereby made a part of the
Master Agreement. Reference to the "Schedule" or
°Service Schedule" herein shall include the Master
Agreemen� All capitalized terms in this Schedu4e shail,
unless otherwise defined herein, have the same meaning
as ascribed to them in the Master Agreement.
1. Service. The Automated Clearing House ("ACH") and
Electronic Data Irtterchange ("EDI") service ("Service")
provided hereunder by Bank enables Client to originate
Debit Entries, Credit Errtries or both Debit Entries and
Credit Enfies to the accounts of Receivers at Bank ("On-
us Entries") or at Receiving Depository Financial
institution ("RDFI") pursuant to the terms of this Schedule
and the Rules of the National Automated Clearing House
Association ("NACHA") or other automated clearing
house(s} as applicable. (Such rules shali hereinafter be
refened collectively as the "Rules"). The Service also
enables Cliertt to originate addenda records and other
Errtry Data that further describe the payment Entries.
Bank shail receive from Client, or Client's agent, Entries
and Entry Data originated in compliance with the
formatting, media, deadlines and other requirements
provided to Client by Bank, to enable Bank to process and
transmtt Ent�ies and Entry Data pursuant to the terms of
this Schedule and the Ruies. Undefined terms used in this
Schedule which are defined in the Rules shall have the
meanings ascribed thereto in the Rules.
2. Procedures. Bank shafl provide Client with technical
requirements, operational procedures, and security
procedures regarding the Service(s) selected as
applicabfe. Client shall fotlow the requirements and
procedures, which Bank may revise from time to time.
3. Third-Party 3ender. In the everrt Bank permits Client
to pertorm the services of a"Third Party Sende�' for other
For Bank Use Only �
TIN # (required)
Account # (optional)
Document Typa: Treasury Servtces Agre�nent
Aux Doc Type: ACH EDI Agreement
Contact N�ne: Bflliw Kawinski
Phone: 42�rT09-4574
eerneM hbdtfied0 Yes or � No
Orginators as "Third Party Sende�' �s defx�ed in the
NACHA Rutes, CIieM must submit to Bank a
completed Third Party Sender AgreemeM in the
form required by Bank. Client agrees that the terms
of this Schedule shall apply to Ciient as Third Pa�ty
Sender, in addition to the terms of the Third Party
Sender Agr�eement.
4. Riak Management; Credit Limits and
Controls. Noiwithstanding anything set forth in this
Schedule to the c�ntrary, Client agrees that all ACH
transactions that are handled by the Bank will be
handled subject to the folbwing:
A. Clierrt shall PromptlY provide such
information required by Bank and comply with
procedures established by Bank from time Uo time
for Bank to assess:
(1) the nature of Client's ACH ac�ivity and the
risks it preserrts,
(2) ClienYs origination and retum activity �ross
multi�e settlement dates, and
(3) ClienYs creditwathiness.
B. Client wili comply with the expas�e limits
established by Bank and wili comply with
restrictions established by Bank on the type or
amount of ACH transactions that may be originated
from time to time. Bank will monitor compliance with
the exposure limits across all processing cycles for
a given settlement date and across multiple
settlement dates. If a file of payments exc�eds the
applicable file and/or exposure limit, processing will
be suspended and authorized Bank personnel will
make a determination on whether the file will be
processed, deleted or othennrise retumed to the
Client. Bank will review the credit assessment
periodically to ensure that recent ec:onomic
conditions having a possible impact on ClienYs
financia! position are taken iMo cor�sideration.
Credit limits will be based on all credit relationships
beMreen Bank and ClienG
C. If the ClienYs financial condition is
deteriorating, Bank may require, and Ctient agrees,
to pre-fund ClienYs account or take such other
action as required by Bank, provided however, that
Bank reserves its right to terminate the Services as
pirovided herein.
ACH EDI Service Scheduie (Rev Q5/18/10)
KeyCorp Contldential
D. From time to time, Bank may, in its discretion,
require that Client irrevocably make available to Bank, in
good and collected funds, the total amount of all Credit
Entries prior to the time Bank processes the Entries
("Prefund"). If Client is required to Prefund, Client shall
have su�cient funds in the Account (defined below) two
(2) business days prior to the SettlemeM Date, and Client
authorizes Bank to place a hold on the Account in the
amount of ClienYs Credit Entries two (2) business days
prior to the Settlement Date. If Client fails to Prefund the
full amount of Credit Entries as required, Bank may, in its
discretion, refuse to process such Credit Entries. If Client
only partially Prefunds Credit Entries as required, Bank
may, in its discretion, determine which Errtries have been
Prefunded or may refuse to process all Entries.
5. Client Account. Client shall maintain a designated
account (the `AccounY') with Bank and hereby authori2es
Bank to debit or credit such Account, as appropriate, in
connection with Entries processed and transmitted by
Bank in name of Client.
A. Credit Entries. Cliern shall maintain sufficient funds
available for withdrawal in the Ac.count on each
Settlement Date to cover the aggregate amount of Credit
Entries, processed and transmitted by Bank in the name
of Client, to be settled that day. Bank shall debit the
Account on each Settiement Date and may do so even
though the debit may bring about or increase an overdraft.
Any such overdraft shall be immediately due and payable
by Client without notice or demand. If, in the reasonable
opinion of Bank, ClienYs financiai condition has become
materialy impaired, Bank may require Client to fund the
Account in immediately available funds prior to the
Settlement Date.
B. Debit Entries. Bank shall credit the Account on
each Settlement Date in an amount equal to the
aggregate amount of Debit Entries, processed and
transmitted by Bank in the name of Client, to be settled
that day. Bank need not make any deposit to the Account
available for withdrawaf until Bank has reason to know
that the Debit Entries have been paid. In the event Bank
fails to receive final settlement for a Debit Entry for
whatever reason, Bank may charge back the amount
thereof to the Account or claim a refund from Client.
6. Entries and Entry Data. Client shall transmit Entries
and Entry Data to Bank in the content and form, and
within the time deadlines, as required by Bank and
indicated on Exhibit A to this Schedule. Bank may refuse
or delay processing or transmittal of Entries, and Entry or
Entry Data, including cancellations, reversals, error
corrections or adjustments thereof, in the event Entries or
Entry Data issued in the name of Client are not in
accordance with mutually agreed security procedures, are
unclear or incomplete or are not in compliance with
Bank's requirements and procedures, or in the event of
any other reasons satisfactory to Bank.
7. Security Procedures. Client and Bank shall comply
with mutually agreed security procedures. All
Entries and Entry Data issued in the name of Ciient
are subject to verification by Bank pursuant to the
security procedures. Bank may process and
transmit Entries and EnVy Data in the name of
Client when verified by Bank pursuant to such
procedures. Client acknowledges that the purpose
of such security procedures is for verification of
authenticity and not to detect an error in the
transmission or content of an Entry. Client agrees
that it will keep the security procedures strictly
confidential and will take all steps to make sure
neither Client nor any agent, employee,
representative or any other affiliated perty of Client
reveals or provides access to any confidential
infamation or security procedures to anyone other
than ClienYs authorized users, and then only within
CIieM's use of the Servic�es for purposes of
conducting transactions. Client shall be responsible
for any unauthorized use or disdosure of all
security procedure materials entrusted to it. Bank
may deliver or disclose security prxedure
materials to any person designated by Client as an
authorized representafive on the appropriate
authorization form. Client agrees to regularly read
the security messages on the Bank's websites
(induding without limitation Key Total Treasury) and
to implement and maintain safe and secure
computing practices. Bank shali not be liable for
any loss, damage, or liability which may arise from
the unauthorized use of the security procedure.
8. Processing and Transmittal of Entries and
Entry Data. In processing and transmitting On-us
Entries and Entry Data, Bank shall debit or credit,
as applicable, the accounts of Receivers on its
books. In processing and transmitting Entries and
Entry Data intended for the accounts of Receivers
at RDFIs, Bank shall process and transmit such
Entries and Entry Data to the ACH Network for
processing and ultimate transmittal to RDFIs which
have agreed to receive s�h Entries. The
rela6onship between 8ank and Client with respect
to Entries and Entry Data issued in the name of
Client and transmitted by Bank to the ACH
Network, except as otherwise provided in this
Schedule, shali be govemed by the terms of the
applicable Rules.
9. Inconsistency of Name and Account
Number. Client acknowledges and agrees that if an
EMry or Entry Data describes the Receiver
inconsistently by name and account number, Bank
may rely upon the account number, even ff it
iden�es a person different from the named
Receiver, and that CfienYs obligation to pay the
amount of the Entry is not excused in such
circumstances.
10. Warranties snd Indemnity. Client agrees to afl
wa�ranties determined by the Rules. Without
ACH EDI Service Sched�e (Rev 05/18l10)
KeyCorp Confidential
limiting the foregoing, Client warrants and agrees at the
time of origination of each Entry that:
A. Each Entry is accurate, is timely, has been
authorized by the party whose account wilt be
credited or debited, and otherwise complies with
the Rules;
B. Client has canplied with all pre-notificatron
requirements of the Rules;
C. Each Debit Entry is for a sum due and owing Client
or is a conection of a previously transmitted
erroneous credit entry;
D. CIieM has identified itself to the Bank as the
originator by use of a commerciaUy reasonabie
method;
E. Client uses commercially reasonable fraudulent
transaction detection systems to 1) establish the
identity of users who provide payment instructions
in person, via the iMemet or by telephor� and 2)
verify the validity of routing-and-trensit numbers
cor�tained within payment instructions. Additionally,
Gient warrants that it uses a secure Intemet
session and commercially reasonable security
technology, which provides a level of security that,
at a minimum, i� equivalent to the appticable
NACHA standard at the 6me this Schedule is
signed;
F. Client has provided adequate financial irrformation
to aflow the Bank to monitor the Client's
creditworthiness on an ongoing basis;
G. Client has agr�d to an exp�ure limit and agreed
to procedures to review that exposure limit
periodically:
H. Client has agreed to certain procedures to enable
the Bank to monitor entries initiated by the Client
relative to its exposure (imit across multiple
settlement dates;
1. Client has complied and will comply with all
applicable laws and regulations, including without
limitation the applicable terms of the federal and
state Electronic Funds Transfer Acts, the Uniform
Commercial Code Article 4A, and the NACHA
Rules and shall perfom'i its obligations under this
Schedule and the Master Agreement in
accordance therewith. Client has the capacity to
perform its obligations in c�r�formance with the
NACHA Rutes.
J. Client shalt be bound by and c�mply with the
provisions of the NACHA Rules making payment of
any Entry by an RDFI to a Receiver provisional
until receipt by RDFI of fnal settlement for such
Entry. Client specifically acknowledges that it has
ACH EDI Serv(ce Schedule (Rev 05/18/10)
KeyCorp Conf'Mential
received notice of the rule regarding
provisional payment
K. Client represents and warrants that Client
has adopted, implemented and wiil maintain
at all times commercially reasonable policies
and procedures for the secure rec:eipt.
storage, transmission and destruction of
personal information, includi�g, without
limitation, Data far ACH Entries. as required
by applicable law. NACHA Rules and
policies ad�ted by NACHA. Client will
notify Bank immediately of any &each.
Client will cooperate fully with Bar�cc in
regard to any Breach, including, without
limitation, providing any and all information
requested by Bank in connection with such
Breach.
L. In addition to, and not as a limitation on,
ClienYs indemnification obligations under the
Master Agreement, Clier�t shall irxiemnify
Bank and hold it harmless from and against
any and alt claims, demands, losses,
liabilities or expenses (including attomeys
fees and costs) resulting directly or indirecUy
from: (i) a bresch of any Client warrarrty; (ii)
the transmittal by Bank of Entries and Er�try
Data in accordance with Client instructions,
including cancellations, reversals, error
corrections or adjustments; or (iii) the delay
or failure of an RDFI in debiting or crediting
a Receiver's account
11. EMry Rejection by Bank. In the event that
Bank detects any errors in the Entries or Entry Data
delivered by Client, Bank wilt give notice to Client
by telephone no later than the time spec�ed in
ExhibR A attached hereto and made a part hereof,
provided Entries and Entry Data are delivered to
Bank no later than the time on the same day
specified in Exhibit A. Client wiA thereafter fumish to
Bank's c�nputer operations center on the same
day, a remake of the Entries and Entry Data no
later than the time specified on Exhibit A.
12. ACH Entry Rejectton. In the event that any
ACH Entries or Entry Data are rejected by the ACH
or any RDFI for any �eason whatsoever, it shall be
ClienYs responsibility to remake such ACH Entries
or Entry Data; provided, however, that Bank shall
remake such ACFt Entries or Entry Data where
such rejection was due to mishandting by Bank and
correct data is avadable to Bank to permit it to
remake such Entries or Entry Data. Client shall
retain and provide Bank on request all information
necessary to remake any File, Enfies or Entry Data
for three banking days after midnight of the
Settlement Date.
3
13. Cancellations or Amendments by Client. Client
shall have no right to cancel or amend any Entry after
receipt of Entry by Bank. However, if a request by Client
complies with the security procedures herein, the
requirements specified in Exhibit A, and is in the format
and media required by Bank, Bank shall use reasonable
efforts to act on such request, but Bank shall have no
liability if such canceliation or amendment is not effected.
Clierrt acknowiedges that compliance with such a request
is within the discretion of Bank and RDFI, and CIieM shai{
indemnify both Bank and RDFI from and against any and
a!I claims, demands, losses, liabilities or expenses
(including attomey's fees and costs) resumng directly or
indirecUy from compliance by Bank and the RDFI with
such request.
14. Record Retention. Clier�t agrees to keep alf written
authorizations required by the Rules on file for at least two
years after such authorizati� has been terminated.
Authorizations sha�ld be available upon request to Bank
or RDFI.
15. Compliance wlth Law. Client agrees to comply with
all applicable laws and regulatiais, inctuding without
limitation the applicable terms of the federal and state
Electronic Funds Transfer Acts, the Uniform Commeraal
Code Rrticle 4A, and the NACHA Rules. Client agrees
that it will not initiate entries that violate the laws of the
United States. Client shall perfor►n its obligations under
this Schedule and the Master Agreement in accorciance
with applicable taw and the NACHA Rutes. Client and
Bank agree that each is bound by the NACHA Rules.
76. OFAC. Client agrees to cornply with the sanctions
enforced by the Office of Faeign Assets Control of the
United States Treasury Department ("OFAC"). Client
agrees, warrants and represerrts that it will not violate
OFAGenforced sanctions, and will not ad on behalf of, or
transmit funds to or from, any party subject to such
sanctions.
17. Audit. Client agrees that Bank has the right to audit
ClienYs ACH processes, controls and activities hereunder
at the Bank's discretion.
18. Affiliates of the Client. My affiliates and/or
subsidiaries of Client ("Client Affiliates"j shall, ff they have
signed below, also be deemed to be parties to this
Schedule and the Master Agreement. Each such Client
Affiliate acknowledges receipt of a copy of the Master
Agreement. Except as othervvise provided herein, the
term "ClienY' whenever used in this Schedule and the
Master Ag�eement shall include the Client and each such
Client AffiGate. My notice which Bank is required by this
Schedule or the Master Agreement to provide to Client,
shall be provided only to the party which executed the
Master Agreement. Each such notice shall be deemed to
constitute notice to all parties to this Schedule and shall
satisfy the notice requirement set forth herein and in the
Master Agreement.
ACH EDI Servk:e Schedule (Rev 05/18N0)
KeyCorp Cw�fidenUal
19. Third Party Service Provider. In the event
Client uses a third party service provider ("TPSP")
to submit Entries on behalf of Client to Bank as
ODFI, Client agrees as follows:
(a) Clier�t shall pr�vide Bank with information in
writing regarding each TPSP, the activities to be
performed by TPSP on behalf of Ciient, and the
conditions under which TPSP shall perform such
activities, and shall provide written notice t� Bank of
any change in such activitles, or if a relationship
with a TPSP is terminated or initiated. Client will
provide additional information regarding TPSP as
requested by Bank from time to time;
(b} CIieM is responsible for the activities of the
TPSP as if CIieM had �rformed such activities
itself, and Client hereby waives any claim that
Client is not resp�sibte for TPSP's breach of this
Agreemerrt, any Applicable Law or the Rules, or
any aat or omission of a TPSP;
(c) Clierit will make each TPSP aware of the terms
of this Schedule and the Master Agreement as
amended from time to time and the requirements,
compliance obligations and fiabilities of TPSP
hereunder and under the Rules and applicable law,
including without limitation the teRns of Exhibit A
hereto, requirements regarding data quality,
accuracy and securiry, and the performance of
periodic audits including audits required by the
NACHA Rutes;
(d) All warranties made by Client under the Rules
and this Schedule are made by CIieM on its oam
behalf and also on behalf of a TPSP for those
acctivities pertormed by TPSP on Client's behatf;
(e) Clierrt shall cause TPSP to execute and deliver
to Bank the Third Party Service Provider
Agreement in the form required by Bank; and
(f) Client shall defend, indemnify and hold Bank
harmless from any and all claims, actions,
demands, losses, damages, liabilkies, costs,
expenses {including without limitation reasonable
attomeys' fees' and court costs} and the costs of
settlement of claims, relating to or arising out of,
directly or indirectly, in whole or in part, ClienYs use
of a TPSP, a TPSP's breach of any provision of this
Agreement, or of Applicable Law or the Rules, or
the acts or omissions of a TPSP; this indemnity
shall survive termination of this Schedule. Client
agrees that ClienYs failure to disdose to Bank
CtienYs use of TPSP or update informatan
regarding a TPSP shail have no effect on ClienYs
liabil+ty and responsibilities under this section.
4
20. Termination. In addition to any termination rights in
the Master Agreement, Bank may immediately terminate
this Schedule and the Services at any time for any reason
or no reason upon written notice to the other pa�ty. If the
NACHA Rules or the Uniform Commercial Code requires,
permits or othervvise provides for the retum ar chargeback
of an item or transaction within a specified period of time,
Client agrees to mairrtain suffiaent funds in an accour�t at
Bank for such period of time after tertnination of the
Services for settlement of such retums or chargebadcs.
Client �rees that Bank may place a hold a� the Account
durirtg such period 'rf Bank determines in its commercially
reasonable judgment exerased in accordance with
prudent banking pradices that it is necessary to preserve
funds in the AccouM for retums and chargebacks. In the
ever�t of any termination, all fees incurred under this
Agreement so teRninated shaN become immediately due
and payable. All warranGes of the CIieM made herein and
obligations of Client that arose prior to terminaGon shall
survive the tennination of this Agreement and the
processing of any item, entry or payment order which may
be applicabie thereto, shall bind the successors and
permitted assigns of the Client and shall inure to the
benefit of Bank, its successors and assigns.
Client: City of Federal Way
By: ���.� �"��� �-
Signature Date
Titlez Finance Diredor
Client Affiliate:
By:
s���,� a�
,
KEYBANK NATIONAL ASSOCIATION
Sy�
Signature Date
21. Goveming Law. This Service Schedule shall be T �'
govemed by the laws'of the State of Ohio (without rsgard
for conflict of law rules) and applicable federal law, but
with r�espect to all fees and charges related to the Account
and khe Services provided herein, federal law alone shali
c�nntrot.
22. Complete Agreement. The parties agree that the
Service Schedule and this Master AgreemeM constitute
the complete arM exclusive expression of the terms of this
agreement befinreen the parties regarding the Service and
the matters covered hereunder. To the extent there is any
conflict among this Agreement, the Service Schedules, or
the Deposit Accourit Agreement, the terms of the Service
Schedule shall control.
23. Amendmerrts. The Bank may change, add or delete
the terms of this Senrice Schedule upon thirty (30) days
prior notice to Client in writing or by electronic means.
ClienYs continued use of or failure to terminate any
Service after the eftective date of the change will
evidence ClienYs agreement to the change.
ACH EDI Service SchedWe (Rev 05118l10)
KeyCorp Confidential
EXHIBIT A
Automated Clearing House Electronic Data Interchange Service Schedule
SERVICE LEVELS� FOR ELECTRONIC FUNDS TRANSFERS
I) Delivery of Input Data
ACH transactions inttiated via Direct Transmtssion: '
Delivery of Input Data to be errtered into the ACH is to be delivered not later than 9:00 p.m. EST on the "banking day'
scheduled for delivery.
ACH transactions inftiated via Key Total Treasury:
Delivery oi Input Data to be eMered into the ACH is to be delivered not later than 8:00 p.m. EST on the "banking day"
scheduled fw delivery.
Data for Debit Entries is to be delivered no later than one banking day before the Settlement Date.
Data for Credit EnUies is to be delivered no later than two banking days before the Settlement Date. If a Credit Er�try fife is
delivered less than two (2) days before the Settlement Date, the Bank may, on its own initiative and without liability, endeavor
to process the Credit Errtry file. H�nrever, the entry may be subject to delayed posting at the RDFI if any processing delays
occur at the.ODFI, the ACH Operator, or the RDFI. The Client agrees and understands that in such an event the Bank shall
have no liability to the Client for any posting delays.
A"banking day" shall mean any day on which the ACH and the main office of the Bank are both open for business, but shatl
not include any Saturday, Sunday, or holiday.
N) File Deletions and Remake Capabilities
Section I establishes delivery schedules a�d a cut-0ff time for pr�cessing, but aliows no provision for error correction or
adjustment by the Clierrt, provision for which is made herein.
a. For files received for aame day or next day settlement, data must be delivered by the Client to BANK'S
OPERATIONS CENTER in accordance with the terms of the Schedule under the following schedule in order to allow
sufficient time for processing:
. Data to be delivered to Bank by 9:00 a.m. EST
• Error r�ot�cation by Bank to Client by 10:30 a.m. EST
• Remade data file delivered to Bank by 11:00 a.m. EST
• b. For files received prior to same day or next day settlement, Client is able to'remake file according to
deadlines listed in Section I.
!II) Mait�tenance Requests. As an altemative to the Remade Data File, the Bank will accept up to five (5) adjustment
requests. These requests will be accepted via fax submitted in writing in a form provided by the Bank. A fee as stated in the
fee schedule provided to Client by Bank will be charged for each adjustment processed. Bank will process al! adjustmerrts
submitted pursuant to the terms hereof, but does not guarantee that adjustments will be completed.
a. Matntenance Requests (Deletes). In order to delete a credit transaction, Bank must receive Client's adjustrnent
request by 3:00 p.m. EST, three (3) days prior to the transaction's effective date. In order to delete a debit transac:tion, Bank
must receive ClienYs adjustrnent request by 3:00 p.m. EST, two (2) days prior to the transaction's effective date. If the
request falls outside the abovementioned specifications, Bank wiN use reasonable efforts to delete the credit or debit
transaction.
b. Maintenance Requests (Reversals). In the event Bank is unable to delete a transaction, Bank will initiate a
reversal transaction up to five (5) banking days following the Settlement Date to comply with the "five day rule" in the NACHA
Rules. Requests for reversals can be submitted to Bank's Operations Center prior to 3:00 p.m. EST of the fifth day. Bank's
Operations Center" means the AUTOMATED CLEARINGHOUSE (ACH) OPERATIONS SECTION of Bank's Operations
Center, located at 4910 Tiedeman Road, Cleveland, OH 44144 or 17 Corporate Woods, Albany, NY 12205.
ACH EDI Service Schedule (Rev 05/18/10)
KeyCorp Co�d�tlal
AU70MATED CLEARING HOUSE DEBIT
PROTEC710N
EPA Service Schedule
CIieM Name: City of Federal Way (vClfent")
THiS SCHEDULE. Clierrt has decided to use the Service
described below and KeyBank National Association
("Bank") agrees to provide the Service as stated herein.
Client and Bank agree that the Service shall be
performed in accordance with this Schedule and ClienYs
selecti�s, designations, authorizations andJor other
instructions, and subject to the Master Agr�ment
between Client and Bank for cash management services,
a copy of which has been received and signed by Client
(said agreement, together with all other addenda, exhibits
and schedules attached thereto, collectively calted the
"Master Agreement"). This Schedule is hereby made a
part of the Master Agreement. All capitalized terms in this
Schedule shall, unless otherwise defined herein, have
the same meaning as ascribed to them in the Master
Agreement.
1. Services. With respect to each Protected Account,
Bank shall provide one of the foliowing services
("Service(s)"), as selected by Client:
A The rejection of all ACH debit entries, or
B. The rejection of all ACH debit entries except those that
meet the criteria specified by Client. Client shall:
(i). Provide the information requested by Bank regarding
the Service being selected for each Protected Account in
such format as required by Bank from time to time ("Set-
Up instructions") and
(ii). Indicate the effective date or dates for the Service;
provided, however, that Bank shall require a reasonable
time period to implement the Senrices.
The ACH debit entries contemplated herein DO NOT
include debit entries originated by Bank or any Bank
Affiliate as creditor for payment of amounts owed under a
credit facility.
2. Protected Account. Client shall designate one or more
of its accounts at Bank with respect to which Bank shall
provide the automated clearing house ("ACH") debit
protection Services. Each such account shall hereinafter
be referred to as a"Protected Account."
3. Subsequerrt Instructions. Following the initial delivery
of Set-Up Instructions to Bank in accordance with Section
4, Client may deliver to Bank additional subsequent
instruc6ons ("Subsequent tnstructions"):
For Bank Use Only
TIN �i (required)
Account # (optional)
Document Type: Treasury Services Agreement
Aux Doc Type: ACH EPA Agreement
Contad Name: Billie Kawinski
Phone: 425-709-4574
Agreement aloctiHedO Yes or l� Mo
A. In writing on a data sheet from provided by Bank, or
B. ElecVonical{y through a computer-to-computer
transmission. Bank shall have a c�mmercialiy reasonable
time to implement any Subsequent Instructions rec�ived.
Client shall designate in the Set-Up Inst�udions the
methad it iMends to use to deliver Subsequent
Instructions to Bank.
4. Genuineness of Instructions.
Nofinrithstanding any other provision herein, Client attests
that it has in ptace sufficient intemal safeguards to
prevent traudulent Set-Up Instructions and/a Subsequent
Instructions (collectively, "Instructions") from being
generated and agrees that Bank is under no obiigation to
verify the authenticity of any Instructions received by Bank
in the normal course of dealing between ihe parties.
Client further agrees that Bank shall not be liable for any
bssas resulting, directly or indirecUy, from Bank foilanring
any Instructions.
5. Re�tum of ACH Debit Entriss. Bank shaN use
reasonabie efforts to retum to the originating 5nancaal
instituUon ACH debit entries in acoordanc� with the
Instructions (using an ACH retum code that indicates the
entry is unauthorized) within the time period aliowed by
the applicable ACH Operating Rules, as in efFect from
time to time. Notwithstanding any provisions to the
contrary in the Master Agreement, Bank shali not be liab{e
for any costs or damages incurred by Client or any other
person in connection with any ACH debit entry, which is
retumed by Bank in accordance with the Instrucdons.
6. Client Informatton
Client understands and acknowledges that, in order for
Bank to perform the Services hereunder, C{ient must
provide all information required by Bank, inciuding
without limitation, the InsVuctions, in a timely manner,
and such information must be acxurate and c�mplete. tn
the event that any such information is not timely,
accurate and/or complete, Bank may be unable to reject
an entry in accordance with the Instructions, and, in this
event and notvuithstanding anything to the c�ntrary in the
Master Agreement, this Schedule, or any related
documents, Bank shall not be liable fw its failure to retum
such entry.
7. Entries not Subject to Debit Protectton Services.
This Service Scheciule in no way restricts Bank from
charging the Protected Account for (i) the settlement
ACH Deb(t Pratectlon EPA Servk;e Schedule (Rev 09l01/OS)
KeyCorp ConfidenUal
activity related to the origination of ACH credit entries
authorized by Client, or (ii) any fees or other amounts
owed by Client to Bank or to a third party selected by
Bank from time to time to provide specific services,
including without limitation, the ordering of checks for the
Protected Accounts.
8. Affiliates of the Client.
Any affiliates and/w subsidiaries of Client ('Cffent
Aftiliates") shaU, if they have signed below, also be
deemed to be parties to the Master AgreemeM. Each
such Cliertt �liate acknowledges receipt of a oopy of the
Master Agreement. Except as otherwise provided below,
Client and each such Cliern Affiliate shall hereinafter be
referred to in this Schedule collectively as "Client". My
nodce which Bank is required by this Schedule or the
Master Agreement to provide to Client, shall be provided
only to the party which executed the Master Agreement.
Each such notice shall be deemed to c�nstitute notice to
all parties to this Schedule and shali satisfy the notice
requirement set forth herein and in the Master Agreement
Client: City � . � ,
B�: r/��Z-
Signature Date
- � t �. Finanoe Diredor
Cltent Affiliate:'
By:
Signature Date
Title:
KEYBANK NATIONAL ASSOCIATION
By:
signacure �ate
't`t�e:
ACH Debit Protectlon EPA Service Schedule (Rev 0�01/OB) 2
KeyCory Co�A'ideMial
POSITIVE PAY Service Scheduie
Client Name:City of Federal Way ("Client")
THi3 SCHEDULE. Client has decided to use the Service
described below and KeyBank Nationai Assoaation
("Bank") agrees to provide the Service as stated herein.
Ciient and Bank agree that the Service shall be performed
in acr.ordance with this Schedule and ClienYs selections,
designations, authorizations and/or other instructions, and
subject to the Master Agreement between Client and
Bank for cash managemeM services, a copy of which has
been received and signed by Client (said agreement,
together with all other addenda, exhibits and schedules
attached thereto, collectively called the "Master
Agreement"). This Schedule is hereby made a part of the
Master Agreement. All capitalized terms in this Schedule
shall, unless othervvise defined herein, have the same
meaning as ascribed to them in the Master Agreement.
1. Service.
Under the Positive Pay Service ("Service") provided
hereunder by Bank, the Bank shall receive from Client, or
Client's agent, certain infonnation, including, but not
limited to, the serial number, doliar amount, account
number, and issue date of each item (the "Issuance File")
in cwnpliance with the formatting, media, deadlines and
other requiremenks provided to Client by Bank. For the
purposes hereof, "item" shall include, without limitation,
checks, authorized drafts, and checks converted to ACH
enfies, payable in US currency, that are presented for
payment by electronic or other means. When the items
are presented for payment, the C6ent authorizes the Bank
to match the information against the Issuance File
provided. Items that match are paid with no additional
inspection. ttems that do not match are reported to the
Client in the Positive Pay Mismatch Report (the "Posi6ve
Pay Mismatch Report"), giving the Client an opportunity
not to pay specified items. Bank sha{I provide to Client,
guideline directions, documentation and other materials,
as may be necessary, further describing appropriate and
reasonable account procedures and Client agrees to be
bound by the procedures contained therein, to the extent
same are reasonable.
2. Procedures.
Client is authorizing the Bank to conduct a daily review of
items being presented for payment against the Issuance
File the Client has issued. This includes items presented
at a branch office of Bank for encashment ("Teller Positive
Pa�'). The Bank will deliver (via Key Total Treasury) a
report to the Client of items that do not match issue file
criteria as indicated in Exhibit A attached hereto and
PosiGve Pay Servk:e Schedule (Rev 08J01111)
KeyCap Confidential
For Bank Use Only
TIN # (required)
Accourd # (opt(onal)
Document Type: Treasury Services Agreement
Aux Doc Type: Posilive Pay AgreemerN
Contact Name: Billie Kawinski
Phone: 425-709-4574
� Agreement Mod'+fiedp Yes or � No 1
made a part hereof ("Exhibit A"). Bank, in addition to the
Positive Pay Mismatch Report and additional account
procedures, as described above, will provide the Client
with technical requiremeMs, operational procedures, and
security procedures regarding the Service selected as
appliqble. CIieM shall follow the requirements and
pmcedures, which Bank may revise from time to time.
Clierit agrees that by choosing this Service, Client
expressly authorizes the Bank to rely solely upon the
procedures set forth herein for payment, and that Bank
will not be liabte for any errors or problems with items the
Ciient electronically authorizes the Bank to pay.
Ciier�t and Bank agree to be bound by CNent's selectbn
below directing Bank to either PAY ALL or RETURN ALL
items on the Positive Pay Mismatch Report in the event
Client takes no action on the Positive Pay Mismatch
Report by the time limits set forth in Exhibit A�d has not
othervvise instructed Bank in writing.
Client must initial one of the following options:
X PAY ALL. If Client takes no action on the
Positive Pay Mismatch Report by the time limits set forth
in Exhibit A, the items on the Positive Pay Mismatch
Report wiN be considered properly payable and Client
hereby authorizes payment of the items. I{ this option is
selected, Ctient shall be referred to hereafter as a"PAY
ALL Clien�"
RETURN ALL. If CIieM takes no adion on the
Positive Pay Mismatch Report by the time Gmits set forth
in E�chibit A, Client hereby directs Bank to retum all items
on the Positive Pay Mismatch Report. If this option is
selected, Client shall be referred to hereafter as a
°RETURN AL� Client'
3. Teller Positive Pay.
As part of the Positive Pay service, the Teller Positive Pay
feature will be engaged. Therefore, items present� at
teller lines of Bank bra�ch offices will be reviewed against
the Issuance File and paid or not paid, subjed to the
procedures provided in Section 1 herein. ff ihe Cl�nt
decides to disengage Tel{er Positive Pay, the Client must
notify the Bank in writing. In the event C{ient requests
Teller Positive Pay to be disengaged, items will not be
matched against the Client Issuance File at the teller line.
Accordingly, any decision to either pay or not pay items,
will not be governed by this Schedule.
4. Issuance File.
Client shall transmit the Issuance File to Bank in the
content and form, and wfthin the time deadlines, as
required by Bank as indicated on Exhibit A. Bank may
refuse or delay processing or transmittal of the Issuance
File, including cancellations, reversals, error corrections
or adjustments thereof, in the event the Issuance File
issued in the name of Ciient is not in accordance with
mutually agreed security procedures, is unclear or
incomplete or is not in compiiance with any reasonable
account procedures prescribed by Bank, or in the event of
any other reasons satisfactory to Bank.
5. Security Procedures.
Gient and Bank shall comply with mutually agreed
security procedures. All data issued in the name of Client
is subject to verification by Bank pursuant to the security
procedures. Bank may process and transmit Issuance
File in the name of Client when verified by Bank pursuant
to such procedures. CIieM shall be responsible for any
unauthorized use or disclosure aF all security procedure
Clierrt: City of Federal'`V,y�y
��_ ` �.�-' /° ��
Signature bate
T� FMance Director
Clierrt AfflNate:
By:
Signature Date
Title:
KEYBANK NATIONAL ASSOCIATION
Sy:
Signature ' Date
Title:
Positive Pay Service Schedule (Rev 09I01/11)
KeyCorp Confidentlal
materiais entrusted to it. Bank may deliver or disclose
security procedure materials to any person designated by
Client as an authorized representative.
6. Affiliates of the Clien�
Any affiliates and/or subsidiaries of Cliern ("Client
Affiliates") shall, iF they have signed below, aiso be
deemed to be parties to this Schedule and the Master
Agreement. Each such Client Affiliate acknowledges
receipt of a copy of the Master Agreement. Except as
otherwise provided herein, the term °ClienY whenever
used in this Schedule and the Master Agreement shall
include the Client and each such Clierrt �liate. Any
notice which Bank is required by this Schedule or the
Master Agreement to provide to Client, shall be provided
only to the party which executed the Master Agreement.
Each such notice shall be deemed to constitute notice to
all paraes to this Schedule and shall satisy the nofice
requirement set forth herein and in the Master Agreement
2
EXHIBIT A
Positive Pay Service Schedule
I. Issuance File Match Criteria
The Bank will daliver a report to the Client of items that do not match the following issue file criteria:
Items Not On Issue File
Confliding Dotlar Amount
Dupiicate Presentrnent
Void/Cancel On File
Optional service upon Client Implementation Request:
Stale Qated Item
Exceeds Doltar Limit
Payee Name Caiflict "
Albany, New York 12:00 pm Local Time ("LT") Portland, Maine 12:00 pm LT
Vermillion, Ohio 12:00 pm LT Price, Utah 12:00 pm LT
Anchorage, Alaska 12:00 pm LT
"Local time" is defined as the fime zone appiicab� to the geograptiical location of the assigned Bank account proc�ssing
location
Same Day Positive Pey Clients wiil have unti16:00 pm ET to place a stop payment on any susped item(s) that they do
not want to post to their account
if a PAY ALL Client takes no action on the Positive Pay Mismatch Repor�by the time limits set forth herein, the items on
the Positive Pay Mismatch Report will be considered properly payable and Client hereby authorizes payment of the items.
If a RETURN ALL Ciient takes no action on the Positive Pay Mismatch Repon by the time limits set forth herein, Client
directs Bank to retum ali items on the Positive Pay Mismatc� Report.
Next Day Positive Pay: Report Available At:
All Accounts 1Q:30 am LT
Next Day Positive Pay Cliertts will have until 2:00 pm LT to place a return on any suspect item(s) that they want retumed
from their account. Local Time is defined as the time zone of the account processing geographical locatiai at the Bank.
If a PAY ALL Ciierrt takes no action on the Positive Pay Mismatch Report by the time limits set forth herein, the items
on the Positive Pay Mismatch Report wiit be considered properly payabie and Client hereby authorizes payment of the
items.
If a RETURN ALL Ciient takes no action on the Positive Pay Mismatch Report by the time limits set forth herein, CI'�ent
directs Bank to retum afl items on the Positive Pay Mismatch Report.
k is the CI[enYs responsibility to review their Positive Pay Miamatch Report each day. Failure to review the
report will mean that all suspect items will be treated aa PAY ALL or RETURN ALL as selected by Cifent on the
first page of the Service Schedule.
IV. Error Notification by Bank and Error Correction by Client Bank Error: In the event the delivery of the Same Day
P�itive Pay Service Schedute (Rev 08/01111) 3
KeyCorp Confidential
II. Issuance File Delivery Schedule Client should submit its Issuance File of items as soon as possibie atter items are
issued. Fo� Positive Pay processing, the deadline for submission of item issuanoe irriormation is 11:00 pm ET ("Eastem
Time") on the day prior to the physical distribution of items (this includes manualiy issued items).
111. Positive Pay Mismatch Repo�t delivery schedule: Same Day Po�ttive Pay: Controlied Disbursemerrt Poi�: Report
Available At:
and/or Next Day Positive Pay Mismatch Report to Clients is efther delayed or corrupt, Key Bank wili notify the Client with
an announcement message on Key Total Treasury ("KT"T").
Client Error:
In the event of an error on an incoming Ciient Issuance File, the Bank may take action to contact the Clierrt and request
that the Client re-send the Issuance File with the correct information. The Bank will not be accourrtabis for processing
errors due to Client faiture to meet the requirements of any reasonable account procedures prescribed by Bank.
Positi� Pey Service Sc�iedule (Rev 08/01 M 1) 4
KeyCorp Confidential
Universal Payment Code (UPICj Addendum
Client Name: City of Federal Way("ClienY')
THIS ADDENDUM. This is an addendum ("Addendum") to
the Automated Clsaring Haase Debit Protection — EPA
Service Schedule ("Schedule") entered into by Client and
KeyBank National Association ("Bank"). Client and Bank
agree that the Service shall be pertwmed in accordance with
this Addendum, the Schedule and ClienYs selections,
designations, authorizations and/� other instructions. This
Addendum is hereby made a part of the Schedule. All
capitalized terms in this Addendum shan, uniess othervvise
defined herein, have the same meaning as ascribed to them
in the Schedule.
1. Services. Clier�t requests and authorizes Bank to obtain
a Universal Payment Code ("UPIC") for Client and to take all
steps necessary therefor. The UPIC Service allows Client to
share a bank acc�unt iderrtifier for Cliern's account (the
UPIC) with third parties without divulging ClienYs actual bank
accourrt iMormation to facilitate the receipt of electronic
credit payments. Clier�t adcnawrledges and agrees that the
UPIC Service is offered by Bank through an aRangement
with The Clearing tiouse Payments Company
L.L.C. (successor to Electronic Payments Neiwo�lc I.L.C.
("EPN")) ("Gearing House") and the Federal Reserve Bank
of New York and/or other Federal Reserve Bank ("FRB").
2. Representations and Warranties. Client represents
and warrants that (a) Client has an account at Bank which is
owned and operated by Client ("Account ); (b) Client is
requesting the UPiC for the Account; (c) Client has not
previously had a UPIC identified with the Account; and (d)
the Account is used for business purposes. Client will notify
Bank promptly if there are any changes to the information
warranted herein.
3. Clfent Mformation. Client authorizes Bank to disclose to
the Clearing House and the FRB Client information required
to set up and maintain the UPIC, including ClienYs name,
address, taxpayer ident�cation number, Account number
and other informabon as may be required by the Clearing
House or the FRB from time to time ("Client Information").
Client agrees that Bank, the Clearing House and the FRB
may disclose the Client tnformation as required by
Applicable Law (defined below) and that Client will promptly
provide such additior�l information regarding Client or
transactions using the UPIC as is required for compliance
with Applicable Law. Client acknowledges and agrees that
the Clearing House will maintain the Client Information ai its
records, and that the Client Information will be used by the
Clearing House and the FRB to process eMries transmitted
using the UPIC.
For Bank Use Only
TIN # (required)
Account # (optional)
Document Type: Treasury Services Agreement
Aux Doc Type: UPIC Addendum
, Contact Name: Billie Kawinski
' Phone: 42rr709-4574
lA9reement NbdMiedO Yes or � No
4. Cancellation. Client agrees that the UPiC may be
cancelled at any time by Bank, and will hold Bank
harmless therefore. if Bank notif'�s Client that the
UPIC is cancelled, Client agrees that it wiU cease
using the UPIC immediately.
5. Applicabls Law. Client agrees that entries using
ihe UPIC, induding without limitation reversing or
retum entries. shall be settled in acco�dance with the
NaGonal Automated Clearing House Ass�iation
Rules, ihe EPN Rules goveming the UPIC, other
clearing house rules, FRB operating circulars, the
Uniform Commercial Code and other applicable law
(the foregoing referred to herein as "Applicable
Law�'). Client agrees to �mply with all Applicable
Law.
6. Indemnification. Client shall defend, indemnify
and hold Bank harmless from any and all liabilities,
losses, damages, rASts, and exper�es (induding,
without limitation, the reasonable fees and
disbursements of c�unsel) relaUrx,� to or arising out of
this Addendum; provided, however, that Bank shall
have no right to be indemnified hereunder for its own
bad faith or willful misconduct as determined by a
cou�t of competent jurisdiction.
Cllent: City of Federal Way
Efy: �//„y/�T ,G�'""
Signature Date
�. Finanoe Dkecxor
KEYBANK NATIONAL ASSOCIATION
By:
Signature Date
Title:
Universal Paymerrt Code (UPIC) Addendum (Rev 01l01M 1)
KeyCorp Confidential
AGREEMENT FOR NIGHT DEPOSITORY SERVICE
(With Authorization for Bank to Open and Process Bags)
TO: KEY BANK (the "Bank")
ln considerarion of the Bank's
grant of permission to (the "City of
Federal Way") to use the Bank's
night depository service (the
"Service") at any of the Bank's
branches, thc client hereby
acknowledges that such privilege is
gratuitous and the exercise of the
privilege will be at the client's sole risk.
and condidons of the Agreement. All keys shall
remain the property of the Bank and shatl be
returned to the Bank when this Agreement is
terminated.
5. The Benk shall be on(y a gratuitous bailee of
any Bag and its conteats delivered to any of its
Receptacles untii the Bag is opened and its
contents verified and credited to the Clienu'
account maintaincd at the Bank.
The Client agrees to the following terms and
condidons governing the Service:
I. The Ciient wil! use the night depository
facilities of the Bank only for deposit of cumency
and negotiable instnunenis owned by the client,
which will be sealed in tamperproof poly- bags
that have been appmved by the Bank for use in
connection with the Servict ("Bags"). After e�h
use of the night depository receptacle
("Receptacle"}, the key will be removed from the
door after it has been shut and locked.
2. T'he Client authorizes the Bank to remove
any Bag that the Client has deposited in any
Receptacle of the Bank and provisionally credit
the Client's account at the Bank, based on the
itemized deposit ticket that has been placed in
the Bag. The Client understaads that its ability
to withdraw against the amount alieged to be
contained within any Bag will be in accordance
with ihe terms of the funds availability schedule
then in effec� The Client agrees that its account
may be adjusted for any difference between the
amount as listed on the Clients' deposit ticket
and the amount as determined by the Bank upon
count, as entered in the records of the C1ienYs
account. The Bank shall notify the Client by
mail in the event of any adjustment The Bank's
count will be coatrolling and final. The Client
agrees that no deposit shall be deemed to have
been effected until credit to the C1ienYs account
has been made by the Bank.
3. The Bank will not be responsible for any
loss due to mechanical defects of the Receptacie
or Bag; for the ClienYs failure to lock or seal-the
Bag or Receptacle door; of for the Client's
failure to enclose duplicate deposit tickets in the
Bag.
4. The Bank will provide to the Ctient at teasi
one key for the Receptacle of any Bank branch.
that the Client's desires to use under ttie. terms
6. The Bank's records shall be conclusive as to
which Bags were in any of its Receptacles when
the Receptacles were opened. Bags placed in
any Receptacle after 9:OOam of any day, at
Bank's option, m$y not be processed until the
next succeeding business day.
7. As long as the Client uses the tamperproof
poly Bags approved by the Bank, the client will
not be charged any annual fee for the privilege of
using ttx Service.
8. This Agreement may be terminated at any
time by either the Bank or the Client by mailing a
nodce specifying the fact of termination and the
effecdve date of termination
9. This Agreement is in addition to and
incorporates all non-conflicting terms and
condiYions set forth in any account agreement
between the Bank and the Client or other terms
and conditions governing the Client's accounts
maintained with the Bank, with the same force
and effect as if set forth in full in this Agreemen�
This Agreement shall govern as to any
conflicting provisao
Dated: �� 1�
�--�
��: � �
Printed Name _ Tho Kraus
Tatle Finance Dirgctor
KeyBank
By
Printed Name
Title
�,�t�� i�i t "F"
����� GOVERNMENT ENTTftES AND INSTIT'CR70NS ADDSNDUM TO TOS v.09A8.10
GOVERNMENT ENITTIES AND INSTTTUTIONS ADDENAUM
PROCESSING SERVICES FOR GOVERNMENT ENTITIES AND INSITTUTI�NS. Merchant elects and
ag�ees to �ccept the Payment Device Processing Services for government entities and institutions, as such services are further
described in this Addendum and the Exhibits hereto, and subject to the terms and condi6ons of the applicable provisions of the
Agrcement Except as e�cpressly modified pursuant to this Addendum, all terms and conditioas of the Agreement remain in full
force and effed and shall govem the retationship among the pariies to this Addendum.
Capitalized terms used and not otherwise defined in this Addendum shaq have the meanings ascaibed to them in the
Agreement (including the Te,rms of Service) or in the Mercham Operating Guide ("MOG'�, which arc incorporated herein by
chis reference.
IN WITNESS WHEREOF, the parties herew have executai this Government E�iUes and Institutions Addendum to
the Agreemem.
it� of Federal Way ELAVON, INC.
C.
MERCHANT ,.
,
/' �Y�'
�y: �''�''"' � �
Name:
p��; Kraus
'lYtl�
Tide: Finance Director
Date:
(Addendum "Effective Date'�
MEMBER
• �Y _
Name:
Tide:
Government and Institutions Addendum 1
Ela :'" � !
von GOVF.RNMENf ENTITLES A?� INSTlTUT(QNS ADDENDUM TO TOS v.09.08.20
Section A— General Provisions Applicable to All Merchants under this Addendum
The following provisions hereby replace the like-numbered provisions of the Terms of Service ("TOS") or ane hereby
inserted or deleted from the TQS, as indicated, for Merchants operadng under this Addendum.
a) Section (Ax4�d) C6argebacks is revised to read as follows:
"d. Chargebacks. Mercham agroes to accept for Chargeback, and will be liable to Elavon and Member in t6e
amount of any Transaction fa which the Customer or Issuer disputes the validity of ttu Transaction for any reason
under ttye Payment Network Regulations. Mercham suthorizes Elavon and Member to offset from funds due
Merchant for Transaction activity or to debit the DDA or the Reserve Account for the amourn of all Chargeb�ks
including, as applicable, eny curnncy fluctuations. Mercham will fully cooperate with Elavon and Member in
complying wiifi the Payment Network Regutations regarding ail Chargebacks."
b) SeeNon (AxSxd) Indemaity is deleted.
c) Section (A�6xaxi) S�urity Agreement is deicted.
d) Section (A)(6xaxii) Perfection is deleted.
e) Section (Ax8xa) Aecurscy of Information is revised to read as follows:
"a Accurecy of lnformation. Merchant represems and warrants to Member and Elavon that all i�'ora►ation provided
to Elavon in the Mercharrt Application, in the bid process if applicable, or otherwise in the Agre�emern is correct and
complete. Merchant must promptly notify Elavon in writing of any material changes to such informaiion, inciuding,
without limitation, any eddidonal location or new facility at whieh Merchant desires to use t6e Processing Servias
pmvided under this Ad�ndum, the form of entity, change in control, material changes to the type of goods and
services provided and/or payments accepted, and how Transactions are o�mpleted (e.g., by telephone, mail, electrenic
commerce, or in person at MerchanYs place of business). The notice must be received by Elavon at least ten (10)
business days prior to the change. Merchant will promptly provide any additional information reasonably request�d by
Elavon. Merchant will be responsible for all losses and expenses incurred by Elavon or Member arising out of
MerchanYs failure to provi� proper notice or requested information for any such change, and wili not meke any
claims against Elavon or Member for any }osses sustained by Merchant as a resnit of such failure. Elavon may
immediately terminate the Agreement upon a material change to the information in the Memhant Application if sueh
change is not approved by Elavon Elavon has the right to rely upon written inswctions submitted by Merchant to
request changes to Merchant's business information. Merchant may request written confirmation of Elavon's eoiisent
to the changes to the Merohazrt's busi�ss inforrnation."
� Section (Ax8xb) Iademnitication is deteted and replaced with the following two sections:
"i. Merchsnt Responaibilities. As between Merchazrt, Elavon and Member, Merchant will be responsible for, and at
its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection
with (A) any dispute with a Customer, Cardholder or any third party relating to any Trans�tion, (B) any action taken
by Elavon or Member with respect to the DDA or Reserve Account in �ccordance with the Agreemeut, or (C) any
breach by Merchant of any obligarion under this Agreement. Merchant will not make any claims against Eiavon or
Member for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in
connection with any of the foregoing suits, claims, losses, demands or damages."
"ii. Elavon Responeibilitia. Elavon will be responsible for and will at its own expense defend itself against any
suits, claims, losses, demands or damages arising out of {A) Elavon's breach of the Agreement, or (B) Elavon s
negligence, gross neg[igence or willfiil miscondud."
g) Section (A)(9)(a) Informatioa is revised to read as follows:
"a Information. Merchant is validly e�cisting and duly organized under the taws of the jwisdiction in which it was
formed with all necessary authority, qualifications, licenses and registrations necessary+ to conduct its business, in all
jurisdicrions where Merchant eonducts business, in compliance with all L,aws and Payment Network Regulations."
h) Section (Ax10�a) Audit is revised to read as follows:
"a Audit. In the event that Elavon or Member reasonably suspei,Ks that they are subject to a£nancial or reputational
risk due to Merchant's actions or omissions, Merchant authorizes Elavon and Member to perform an audit or
inspection of Merchant's operations to confirm compliance with the Agreement upon reasonable advance notice and
at Elavon's or Member's expense. Merchant agrees to cooperate, in good faith, with any such audit conducted by
Elavon or Member. Further, Merchant aclmowiedges and agrees that the Payment Networks have the right to audit
Merchant's business to confirm compliance wiih the Payment Network Regulations."
i) Section (AxlOxbxe) Authorizstions is revised to read as follows:
`ti. Authorizatioas. Merchant authorizes Elavon and Member to make, from time to time, any business credit or
other inquiries they consider necessary to review the Merchant Application or continue to provide services under the
Agreement. Merchant also suthorizes any person or credit reporting agency to compile information to answer those
credit inquiries and to fiunish that information to Elavon."
j) Settion (Ax10)(b)(ii} Financisl Information is revised to read as follows:
Government and Institutions Addendum
�
Ela von GOVERNMENT ENTITlES AND INSTITUTIONS ADDENDUM TO TOS v.09.08.10
"ii. Financiai Information. Upon the request of either Elavon or Member, Merchant wili provide Elavon and
Member audited financial statements prepared by an independent certified public accountant selected by Merchant, or
if Merchant is auclited by a governmental authority, then Merchant will provide financia( statemems from such
guvemmenta! authority. Within one hundred twenty (l20) days after the end of each fiscai year (or in the case of a
government enuty, when available), Merchant will fiunish Elavon and Member, as requested, a financiai statement of
profit and toss for the fiscal year and a balance sheet as of the end of the fiscai year, each sudited as provided above.
Merchant shall also provide Elavon and Member such interim financial statemenis and other infom�ation as Elavon or
Member may request from time to rime."
k) Section (Ax13) Peraonal Guaranty is deleted.
1} Section (Ax14xa) Products or Services is revised to �ead as follows:
"a Producb or Services. Merchant may desire to use a Va1ue Added Servicer to assist Merchant with its
Transactions. Merchant s6a1! not urilize any Value Added Servicer untess Merchant has disclosed s�h use to Elavon
previously in writing, and unkss such Vaiue Added Servicer is fully compliant with all Laws and Payment Nawork
Regulations. Any Value Added Scrvicer used by Merchant must be registered with the Payment Networks prior to the
performance of any contracted services on behalf of Merchant Further, as between tbe parties to this Agreement,
Merchant will be bound by the acts and omissions of its Value Added Servicer and Merchant will be iesponsible for
compliance by such Value Added Servicer with ail Laws and Payment Network Regulations. Mercharn will be
responsible for any loss, cost, or expense incurred in connection with or by reason of Merchant's use of any Value
Added Servicer. Neither Eiavon nor Member is responsible for the Vai�e Added Servioer, nor are t}�ey responsible for
any Transacrion unril Elavon receives data for the Transaction in the format required by Elavon"
m) SeMion (A)(lS�bxi) Termination, Merchant, the fotlowing is added ss Section (AxlS�bxixcc):
"ec. The Agreement may be terminated by Merchant in the event that sufficierrt legislative appmpriation is crot
available, provided thai Merchant gives Etavon and Member sixty {60) days rrotice prior to termination."
n) Section (Ax1Sxc)(iii) Retarn to Elavon is revised to read as foilows:
"iii. Return to Elavon. All promotional materiais, advertising displays, emblems, Transaction Receipts, Credit
Transaction Receipts, and other forms suppfied to Merchant and noi purchased by Merchant or consumed in use will
remain the property of Eiavon and mu�t b� �ttaxned to Elavan pr c�stc�o}�d with"tn' thirty {30� tl�s;"
o) Section (A)(16�(d) MATCIi�'" aed Cons�►rtiu!�e lVlerch�nt Nfeg�if�+e I?i#,� is ra.wis�d w t�e�ci a� follows:
"d MATCH' and Consartium Mcrcbani iYt�ative �il� Merchant,�kn�wledgcs tlis�t h+I�nl�' a�icV�' Elavon is
required to report Merchant's business name and t�� tiame �f dNcrcla�nt'�; pt`incip�il5 ba the l�lA7'GH listing
maintained by MasterCard and access by Visa or to the Consartium Merchant Negative File maintaineci by Discover,
if applicable, pursuant to the requirements of the Payment Network Ttegulations. Merchant specificalty oonsents to
Elavon's and Member's fulfillment of the obligations related to the listing of Merchant in such databases, and
Merchant waives all claims and liabilities Merchant hay have as a result of such reporting."
p) Section (Axi6�e) Security Program CompliAnce is revised to read ss follows:
"e. Security Program Compliance. Merchant must comply with the requirements of the Payment Card Industry
(PCI} Data Secwity Standard (PCI DSS) including the Cardholder Inforn►ation Security Program (CISP) of Visa, the
Site Data Protection Program (SDP) of MasterCard, ihe Data Security DISC Program and the PCI DSS regulations of
Discover Network, and the security progams of any other Payment Network as to which Merchant accepts a Payment
Device, as applicable, and any modifications to, or replacements of such progcams that may occur from time to time
{collectively, "Security Programs"). Upon request, Elavon witl provide Merchant with ihe respective website links to
obtain the current requirements of the Vis� MasterCard, and Discover Network Security Programs. All Value Added
Servicers from whom Merchant prceures services must comply with the requimments of those Securiry Programs.
Merchant, and not Elavon or Member, is responsible for MerchanYs own actions or inactions, those of Merchant's
officers, directors, shareholders, employees and agents, including any Value Added Servieer (collectively,
"Merchant's Agents"). Merchant shail be responsible for any liability, loss, cost, or expense resutting from t6e
violation of any of the Security Program requirements by Merchant or any of Merchant's Agents."
q) Sectiop (Axl'T}(a) Use of Trademarks is revised to read as follows:
"a Clse of Trademarks. Merchant may use and display the Payment Networks' maz�CS, and shail dispiay such marks
in accordance with the standards for use established by the Payment Networks. Merchant's right to use all such marks
will terminated upon termination of the Agreement or upon notice by a Payment IVetwork to discontinue such use, and
Merchant must thereafter promptly retum any materials displaying the marks. MerchsnYs use of promotional
materials provided by the Payment Networks will not indicate, directly or indirectly, that such Paymem Networks
endarse any goods or services other than their own and Merchant may not refer to any Payment Networks in stating
e(igibility for Merchant's products or servicxs."
r) Section (A){1'�(c) Passwords is revised to read as follows:
"c. Passwords. [f Merchant �ceives a password from Elavon to access any of Blavon's databases or services,
Merchant witl: (i) keep the password confidential; (ii) not allow any other entity or person to use the password or gain
access to Elavon's databases or services; (iii) be respo►�sibfe for all action taken by any user of tt� password that
Government and Institutions Addend�un
Ela�n
s)
t)
u)
v)
w)
x)
Y)
z)
aa)
bb)
cc)
dd)
ee)
GOVERNMENC ENTITTES AND INSTIT[ITIONS ADDENDUM TO TOS v:09:08.10
obtainod access to the password from Merchant; and (iv) promptly notify Elavon if Merchant believes Elavon's
databases or services or Merchant's information has been compromised by use of the password. If Merchsnt receives
passwords from a third party for pralucts or services related to Transaction processing, Merchant must protect such
passwords in the roanner required by such third party and be responsible any losses, costs, or expenses that arise from
MerchanY s use or misuse of such third party passwords."
Section (A�18xb) Governis� Lsw in the United States is deleted.
Section (A�18}(c) Jurisdiction and Governing Ltw in Canada is dcleted.
Section (A�18xd) Excluaivity is delded.
Section (Ax18xQ Aasignabifity is revised as follows:
"f. Assignability. The Agrxment may not be assigned by Merchant, direcfly or by operation of ►aw, without the
prior written consent of Elavon. If Merchant, nevertheless, essigns the Agreement without Elavon's consem, the
Agreement will be binding on the assig�ce as well as Merchant Elavon will not transfer or assign the Agreement
without the prior written consent of Merchant, provided that such consem shall not be required for (i) the assignment
or delegation to an attiliate of Elavon, or (ii) the assignment or delegarion to any Person into or with which Blavon
shall merge or consolidate, or who may acquire substantiatly all of Elavon's stock or assets."
Section (Axl8Kg) Arbkrntion is deleted.
Section (Axl8xk) Attoreey's Fees is deleted.
Section (Ax28)(p) Amendme�s is revised as follows:
"p. Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement shalt be in writing
and signe� by the parties. Notwithstanding the foregoiag, Elavon and Member may amend or modify the Agreement,
w the extent such changes are required by or attributable to changes in the Payment Nerivork Regulations or other
Laws, upon written notice to Merchant. Elavon or Member will inform Merchazrt of such a change in a periodic
statement or other written notice, and such change will bccome effective not less than thirty (30) days following the
issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be
effective upon notice to Merchant, �less a later effective date is provided."
Section (Ax19xd) Personsl Cuaranty is deleted.
Section (Ax20�� Net LeASe; Taxes shall only apply if Merchant is not a tax-exempt entity as provided in Section
(A)(7)(�)-
Section (A)(ZOxk) Indemoity is replaced as follows:
"k. Responsibilitles. I.essee wili be responsible for a11 liability, damage or loss arising out of the ownership,
selection, possession, leasing, operation, corarol use, condition, maintenance, delivery and retum of the Leased
Equip�nt. This obligation shall condnue in full force and effect notwithstanding the termination ofthe lease."
Sectton (Ax20�i) Insurance is deleud.
Section (A)(20xa) Loss or Destruction Waivcr is deleted
Sectlron (A)(20)(p) Remedks is replacxd as follows:
"p. Remedies. If an event of �fault shall occur as described in Section (AX20xo) above, Lessor may, at its option,
at any time (i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a
bargain and not as a penalty, an amount equat to all acc�ued and unpaid rental payments and late charges, taxes if
applicable, and other fees, plus the Loss Amount as set forth in Section (A)(20}(m) above; (ri) automatically charge
any or all of Lessee's DDAs for all money amounts owed; (iii) to t6e extent permitted by applicabie Law, without
demand or legal process, enter into tlre premises where the Leased Equipment may be found and take possession of
and remove the I.ease Equi�nnent, without liability for such retaking; (iv) Lessor may hold, seil or otherwise dispose
of any such Leased Equipment at a private or public sale; or (v) any other remedies available under appticable Law.
In the event l.essor takes possession of thc Leased Equipment, Lessor shall give Lessee credit for any sums r�eived
by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee
shalt be responsible to Lessor for any deficiency. Notwithstanding the foregoing, to the extent the Leased Eqeiipment
is nontransferable or its transfer restricted (e.g., software), Lessee agees that I,essor and/or licensor of the Leased
Equipment shall have no duty to remarket such Leased Equipment or otherwise mitigate any damages relating to such
Leased Equipment.
Lessee shali also be responsible for and shall pay to Lessor all expenses incurred by Lessor in connection with the
enforcement of any of Lessor's remedies inclvding ail collection expenses, that includes, bnt is not ►imited to, chuges
for collection letters and oollection calls, charges of collection agencies, sheriffs, etc; and all expenses of r�epossessing,
storing, shipping, repairing, and selling the Leased Equipment. Lessor and Lessee aclrnowtedge the difficulty in
establishing a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section
represent an agreed messure of damages and are no to be deemed a forfeihtre or penalty. All remedies of Lessor
hereunder are cumulative, are in �dition to any other remedies provided for by Law, and may, to ihe extent permitted
by Law, be exercise concurrently or separately. T'he exercise of any one remedy shall not be deemed to be an electioo
Government and lnstitutions Addendum
Ela Vll GOVERNMENT ENfI'f1ES AND MST[T(71'IONS ADDENDUM TO TOS v.09A8,10
of such remedy or to preclude the exercise of any other remedy. No failure on the part of the I.essor to exercise and
no delay in e�cercising any right to remedy shall operate as a waiver thereof or modify the terms of the lease."
ft} Section (A)(20xs) Miscellaneous is replaced as follows:
"s. Mbcelfaneous. If Lessee fails to pay any rent or other amourn required herein to be paid to Lessor within five (S)
days of when due, Lessee a@rees to pay Lessor, in addition to the payment, a late charge of 15% of the amonnt p�t
due (but at least 57.50) for each lau payment. Each month the past due payment remaiag unpaid, an additional late
fee in the amount �ned wili be assessed Payments are applied to late fees and service charges fust and then to the
lease obligation. Amounts shali be payabie in addition w all amounts payable by Lessee to Lessor as a res�►It of
exercise of any of the remedies herein provided. If I.essee requests any services not provided for herein, Lessee agees
to pay an appticable fee for delivery of such services. Lessee shall inform Lessor of any change in Lessee's name,
address, billing address, telephone numbers, location of the Leased Equipment, or DDA. In the evtnt Lessce fails w
comply with any provision of the tease, Lessor shatl have the right, but �t be obligaud, to affoct such compliance on
behalf of Lessee upon t,en (10) days prior written notice to Lessee. In such evcnt, all monies expended by and all
expenses of Lessor in effeding such compliance, shatl be deemed to be additionat rer�tal, and shall be psid by Lessee
at the time of the next monthly paymec►t of rent. AII notices under the Icase shal! be sufficient if given persanally or
mailed postage prepaid to the party inten�d at the respactive address set forth herein, or at such other addre.cs as said
party may provide in writing form time to time. The lease inures to the benefit of and is binding upon the suca,s�r
and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the iease to be a valid
and subsisting tegal inst►ument, and agree that no provision of the lease that may be deertxd unenfonxable shall in a
any way invalidate any other provision or provisions of the lease, al l of which shall remain in full for�e and effect"
gg) Section (Ax20)(t) Important Information about Credit Reporting is replaced as follows:
"t. Important Iaformation abaut Credit Reporting. Lessor may report information about this account to credit
bureaus. Late payment, missed payments, or other defaults on this account may be retlected in the ca�edit report of
L,essee."
Section D— Governmeat/Pubtic Inatitution Service Fees
(MASterCard Coeveaienee Fee Program for Education and Government Merc6nnts or Vias Tax Paya�ent Program
Only; all other Convenience Fea are governed by the Merchant Operating Guide)
2) The following provisions are added to the TOS for Merchants instituting a Govemment/Public Institution Service fees
under this Addendnm.
a) GoveramenUPublic Institntioa Service Fees. If Merchant is both eiigible to charge or to have Elavon cberge
GovernrnentlPublic Iastitution Service Fees (as defined on Exhibit B t�reto) and has elected on F.achibit A to maz►age
or to have Elavon manage GovernmentlPublic Institution Service Fees, then Merchant shall c�mply with the
GovemmenUPublic Institution Service Fee Terms and Conditions attached hereto as Exhibit B.
Govemment and InstituNons Addendum
El i
av n GOVERNM�NT ENT?TIES ANU TNSTII'UTIONS ADDSNDUM Tp TOS v.09.08,10
FxxiBrT A
GOVERNMENT/PUBLIC INSTITU'1'ION SFRYICE FEE ENROLLNLENT
'�. Daoe: .. .� ' Pricing Quote k: ❑ New Lacatioe . ... . �' Rep Neme: Rep Phone N:
.. � � AddNpdue Serviee
Eziating A�:
DBA Neme: � � . . .
com.o� r� �rK.� a rar
f�A Address:
Processing Optioas:
Chem M:
DBA PMoe Y:
DBA Fmc M:
. . Cily.9lMe.ZiP:
. .:. �TrainingPhma B {if different):
.. . � Federd Tax ID: � .... .
O ��dw�c-�.B�a'
O �d �rv�ar�a ia rn� �ar t�i+a�.mt �ovaa� �: ,
Q Vua Tvc PaymaU £rogam
. . Card Serviee Aee 9'e .. . . . � . '�..,� • .
Yiss Comume� Detiit {Iax�only): S
ACH (via Etectronie Cheak &rviue): S
Minimum Anouat Feo (if aDP�kaa�). _.
[� Credit —(cheak aU�.tlur appdyl= j� Viea -� MWerCard �� (� Dxiwvar�(awihbk if Elavon-acqooed) .. ... ...
❑ SignatureDebit—(ebackallthatsppty):(��V'w d hhuaCerd [] Diacovar(availebkifElawo-acQuiretn
❑ PIN-Hmed Debit
❑ ACH (via Elxtronic Chxk Sarvioae)
❑ Smice FmTerminal (VwiFaie vx570) - -
p Limited Accepmnoe �se. MaeterCard. and Discover wedit oarda only)
� hLsterCard e� Dixover credit tarde anJ signatufe dabit cu�
[] Merchsnt Proprietary Solution or Value-Add�I 3erviar
.',�3 Other . . ...._ .. .�
By aigning below, MerahaM v.nrtanv tku trutMul� atd �cctascy of the informetion provided, epres to pay the tees eat fnAh herein and agraa to abide by the Ta�ms R CweditioM for
0.tisessma�t of GovemmenUPublic Institwion Ssvia Fcea�.
Signetwe . .. ...... . . . � � Neme dc Titk . . . . . . . �rc . .. �
1"Elavaa-manuged" means that Eiavon establishes the amouat of thc GmemmenUPublic Institution Service Fee chargod and rotains the
Govemt�wnUPublic Institution Service Fce in lieu of MerchaM's obligation to pay Elavon Yhe por trdnnsaction fces as ut forth in 4he Ageement
2"Merchant-meneged" means that Merchant establishes the amount of t;u GovernmentlPabtic lnstitution Service Fee charged end retains the
GovemmenUPublic Institution Service Fee: Merehant pays Elavon the per transaction fees xs szt fbdh in the Agrcement for all such Transactions.
Elavon Pracessing Services for Govemmeat Entities and Institutions Enroltment
Ela��'�.
GOVERNhiENC E2J'I7TIES AI3D INSTITUT!ONS ADDENDt7M 7'O TOS v,D9.0$.10
EXHIBIT B
D ONDITTON NT OF GQVERNMEN /P ON FEES
ASSESSMENT OF GOVERNMENTlPUBLIC
INS1'ITUTION SERVICE FEES. Terms and Condidons
(`"T&Cs") for Assessment of GovemmentlPublic
Institution Scrvice Fees.
lj APPLICABILiTY OIY AGREEMENT. If Merchant
has roquasted suthority to charge or to have Elavon charge
a GovemmenUPublic Institution Service Fee to its
Cnstomers for Eligible Transacri�s, the following
provisions apply to such Eligible Transactions and the
related Govemmeni/Public Ir►stitution Service Fees
charged. Any other Transactions or fees, including
Convenience Fees, are govemed by the standard
provisions set forth in the Agreement, as modified by the
applicable Schedules or Addenda thereto. Merchant
agrees to the following provisions, as and to the extent
applicable, in addi6on to the terms and conditions of the
Agreement.
2) RULES OF CONSTRUCTION. These T&Cs are
intended to complement and are subject to your
Agreement Capitatized terms used and not othe�wise
defined herein shall have the meanings ascribed to such
terms in the Agreemem or tt� MOG. [n the event of a
conflict between these Tl�Cs and other terms of the
Agreement or ttte MOG, the tenns of ttzese T&Cs shali
prevail.
3) DEFINITIONS.
a) Aereement The Terms of Servicx (TOS) or the
Payment Device Processing Agreement, as applicabie.
b) Government/Public Institution Service Fee. T'he fee
charged by Elavon or Merchant, ai Merchant's election, to
Customers conductiag Eligible Transactions (as described
herein, as applicable) at .vIerchants operating in certain
designated merchant category codes ("MCCs"). For ihe
avoidance of doubt, fees referred to as a"service fee" or
"convenience fee" (in the oontext of the MCCs described
herein) as used in the applicable tules of the Credit Card
Associations, where the fee is processed as a separate
Transaction &om the undedying purchase or payment
Transaction, are included within the definition of, and are
referred to herein, as a"GovernmenUPubiic Institution
Service Fee:'
4) GOVERNMENT/PUBLIC INSTITUTION
SERVICE FEE SERVICES.
a) GQyernment/Public Institution Service Fee Services.
At MerchanYs election, Merchant may choose to charge a
GovemmenVPublic Institution Service Fee (a Merchant-
managed Govcrnment/Public Institution Service Fee) or to
have Elavon aharge a Government/Public Institurion
Service F� (an Elavon-managed GovemmendPublic
Institution Service Fee} to its Customers for Eligible
Transactions, in each case provided that Merchant is in
compliance with the Payment Network Regulations and
Laws, including the Electronic Fund Transfer Act and
Regulation E. if Merchant elects an Elavon-managed
GovemmentlPubtio Insdtution Service Fee, Merohant
agrees that any Govemment/Public Institution Service Fa
collected in oonnection with an Etigible Transaction will
be retained by Blavon ead Member and that such amount
constitutes Ela�on's and Member's properly, and
Merchant has no right, title or imerest in such amouAts.
Furthcr, if Merchant elects an Elavon-mansged
Csovernment/Publlc Institution Service Fee, Merchant
agrees thax Elavon may adjust the GovemmenNPublic
Institution Service Fee ama►nt from time to tirr� as
necessary or appropriate to accommodate changes in
Payment Network fees (u�cluding Interchange fees),
material changes in average ticket siu and/or monthly
Transaction volume, Interchange classific�on or
downgracles, chan�es in Chargebacic rates, or changes in
Payment Devices eccepted andlor payment channels
offered by Merchant. Additionelly, Elavon may
immediately terminafe the Proc�sing Services for
Govemment/Public Institudon Service Fas if Mercbant's
Chargeb�ck rates materially exceed industry averages. If
Merchant elects a Merchant-menaged GovernmenUPublic
Institution Service Fee, Merchant will roceive end retsin
the Government/Public Institution Service Fee collected in
connection with Eligible Transactions and will pay regular
per transaction fees to Elavon and Member for the
Processing Services provided by Elavon and Member with
respect to such Transactions. Merchant agrees that the
minimum annua! Transaction fees (which includes any
Elavon-retained Govemment/Public Institution Service
Fees) paid to Elavon and Member for Transactions
processed wider this Adderxiurn shail be at least equel to
the "Minimum Annual Fees" amourrt identi8ed on Exhibit
A hereto. For any partial period of less than a futl yesr
d�uing the tenn of this Addendum, the acKUal attwum of
fees paid by Merehant to Elavon for Transections
processed undtr this Addendum st�all be annualized to
detarmine if Merchant has sati�ed this obiigatan. At the
end of each year {the first of which shall begin on the
Addendum E#�ective Date and each successive year of
which shall begin immediately upon the conclusion of the
preceding year), Elavon may notify Merchant if the actual
Transaction fees paid by Merchant in respect of this
Addendum is less than the Minimum Annual Fees amount.
In the event that Mercham's actual Transaction processing
fees under this Addendum for any such period are less thar►
the Minimum Annual Fees, Merchant shall promptly pay
Elavon and Member the difference.
b) Conflict of Laws. To tt� exte� Merchar►t's state or
other goveming body has passed legislation that requires
assessment of GovemmenUPublic It�stitution Service Fees
by govemment agencies as a compo�nt of eard
acceptance, such laws may conflict with Payment Network
Regulations. Merchant bears all responsibility and ►iabitity
associated tlxrewith, including ali aSSessments, fees, fines
and penalties levied by the Payment Networks.
5) REQUIREMENTS FOR GOYERPiMENT/PUBLIC
INSTITUTION SERVICE FEES. Elavon may update or
Terms and Conditions for Assessment of GovemmentlPublic Institution Service Fees
�l� on
GOVERNMENT ENTiTIES AND 7NSTITUTIONS ADDENDUM TO TOS v.09.08.10
revise the provisions of this Section 5 upon written notice
to Merchant
a) Merchants AcceutinQ Visa Cnrds for Eli¢ibie
Trsnsactione. The following requirements apply w
Mercharrts accepting Visa Credit Cards and/or Visa
signature Debit Cards that desire to charge or to have
Elavon chazge a Govemment/Public Institution Service
Fee on certain Transactions. If Merchant also accepts and
wishes to charge or to have Elavon charge a
Government/Public Institution Service Fee on certain
Transactions paid by MasterCard and/or Discover Network
cards, the requirements of this Section (S�a} also apply to
Merchant in cocmection with the assessment of
Govemment/Pubiic Institution Service Fas on
Transactions involving tl�ose Payment Devices.
� EligiDk Merchanb. Merchants operating in MCC
9311 (Taxes) are eligible to charge or to have Elavon
charge a Govemment/Public institution Service Fee to
Customers in connection with Eligiblc Transactions listed
in Seetion (Sxa)(ii) helow.
ii) Eligibk Transactions. Eligible Merchants may charge
or have Elavon charge a GovemmenUPublic Institution
Service Fee only in connection with the following
`Bligible Trensactions":
i) Foderal personal income taxes;
2) State personat income t�es;
3) Reai eslate and other property taxes;
4) Federal business income taxes;
S� State business income taxes;
6) Federal payrolUunemploymem taxes;
� 8tate payroll/unemployment taxes; or
S) Sales and �se taxes.
iii) Transaction Requiremeets. The following
requirements apply to Eligible Transactions under this
Section (5)(a).
1) Merchant must provide Elavon with tt►e necessary
doeumentation to facilitate Elavon's registration of
Merchant in the "Visa Tax Payment Prograzn," the
"MasterCard Convenience Fce for Eligible Government
and Education Payments" program ar►d/or the convenience
fee progam of Diseover Network, in each case to the
extent applicable and required.
2) The Government/Public Institution Service Fee must be
disclosed to the Cardholdet prior to the completion of the
Transaction, and the Cardholder must be given the option
to cancel the Transaction if the Cardholder does not wish
to pay the Govemment/Pubiic Institution Service Fee.
3) The Government/Public Institution Service Fee must
apply in the same amount regardless of the Credit Card
type or signature D�bit Card type (with the exception of
Visa Consumer Signature Debit) accepted for payment of a
given Eligible Transaction within a particular payment
channel. This requirement does not apply to payments
made by ACH, casb, check or PIN-based Debit Card.
4) The Govemment/Public lnstitution Service Fee must
not be advertised or otherwise communicated as an offset
to the merchant discount rate.
5) T'he Govemment/Public Institution Service Fee cannot
be charged for recutring payments. The
GovernmentlPublic Institution Service Fee is desigied for
one-time payments, not for payments in which a
Cardholder authorizes recurring charges or debits.
6) Merchant must accept Visa as a means of paymeut in
all channels (i.e., face-to-face, maiUtelephone, and Intemet
environments, as applicable).
'n Merchazrt must feature the opportunity to pay with Visa
at least as prominently as all other payment methods.
b) Merchants Nat Aceeotin� Yisa Carda for Eli¢ibk
Trassactiona 1'he following requirements apply to
Merchams accepting Credit Cards and/or signature Debit
Cards other than Visa (i.e., Mercharrts accepting
MasterCard cards and/or Discover Network cards hut not
accepting Visa cards) that desite to charge or to have
Etavon charge GovemmenUPublic Institution Service Fees
on Eligible Transactions. °
i) Eligible Merchants. Merchants operating in MCCs
8211 (Elementary Schools), 8220 (Collegeslt7niversities),
9211 (Courts), 9222 (Fines), 93 ] 1(Taxes) and 9399
(MisceUaneovs Govemmerrt Services) are eligible to
charge or to have Elavon charge a GovernmeirtlPublic
Institution Service Fee to Customers in cannection with
Eligible Transacdons listed in Secrion {Sxbxii) below.
ii) Eligibk Tnnssetions. Eligible Merchants may charge
or have Elavon charge a GovemmenUPublic Instit�tion
Service Fee only in conn�tion with the following
"Eligible Transactions":
]) Payments to elementary and secondm�y schools for
tuition and related fees, and school-maintained room and
boazd;
2) Payments to colleges, universities, professional schools
and junior col3eges for tuition and related fees, and school-
maintained room and boazd; '
3) Payments to federa] courts of Iaw that administer and
process eourt fees, alimony and child support payments;
4) Payments to govemment entities that administer and
process local, state and federai fines;
5) Payments to local, state and federal entities that engage
in financiai administcation and taxation; or
6) Payments to Merchants that provide generel support
services for the govemment.
iii) Transaction Requirements. The foilowing
requirements appiy to Eligible Transactions under this
Section (Sxb).
1) Merchant mvst provide Elavon with the necessaty
documentation to faciHtate Elavon's registration of
Merchant in the "MasterCard Convenience Fee for Eligible
Government and Education Payments" program and/or the
convenience fee program of Discover Network, in each
case to the extern applicable and required.
2) The Government/Public Institution Service Fee must be
disclosed to the Cardholda prior to the comptet3on of the
Transaction, and the Cardholder must be given the option
to cancet the Transaction if the Cardholder dces not wish
to pay the GovemmentlPublic Institution Service Fee.
3) 1'he GovernmentJPublic Institution Service Fee must
apply in the same amount regardless of the Credit Card or
signature Debit Card type accepted for payment of a given
Eligible Transaction within a particular payment channel.
Terms and Conditions for Assessment of GovemmenUPublic Institution Service Fees
� i
GOVERNMENT F..*JTtTiES AND IlvST1TUT10NS ADDENDI3M TO TOS v.09 08,10
This requirement does not apply to payments made by
ACH, cash, check or PIN-based Debit Card.
4) The Government/Public Institution Service Fa must
not be advextised or othernise communicated as an offset
to the merchant discount rate.
c) Additionat Rettuirements for Merchants UtilizinQ
�ro rietarv Solutions or Value Added Sernicers.
I) POS Devices. Merchant is responsible for ensuring [hat
its software, POS Devices and card acceptance procedures
fully comply with Elavon's instructi�s, including w'rth
respect to progamming of software and POS Devices to
handle Eligible Transactions to ens�tte proper assessment
of Govemment/Public Institution Service Fees. If the
Government/Public Institution Service Fee is Elavon-
managed, Merchant is further responsible for complying
with all requirements a, provided by Elavon from time to
time to appropriately process the Eligible Transactions to
qualify for optimal Interchange rates within five (5} days
of Elavon's communication to Merchant of the same. If
Merchant fails to make changes to its POS Devices or card
acceptance procedures requested by Elavon within five (5)
days of the request, Elavon may, in its discretion,
discontinue the program or suspend a certain payment
type. Further, if Merchant fails ta make such changes and
t}x Government/Public Institution Serviee Fee is Elavon-
managed, Elavon may adjust the Government/Pubiic
Institution Service Fee amount, bill the Merchant for
charges in excess of the GavemmentJPublic Institution
Service Fee to reaover losses related to Transactions that
did not qualify for optimal Interchange rates or for
applicable Credit Card Associations' reimbursement
programs, including, but not limited to, losses related to
MerchanYs failure to distinguish between pricing of Visa
signatwe Debit Cards anct ali other card types for
trar►sactions processed within the Visa Tax Paymerrt
Progam.
ii) Approval Required to Charge or Adjust
GovernmenUPublic InstituUon Service Fee. Merchant
may not charge or adjust GovemmentlPublic institution
Service Fees unless Merchent has disetosed such fees to
Elavon previously in writing anci Merchant has been
approved by Elavon to charge or adju.gt such
GovemmenUPublic Institution Service Fees. If Merchant
charges or adjusts a GovernmentlPublic Insdtution Service
Fee without having disclosed such fee or adjustment
previously in writing and obtained Elavon's a�nsent,
Merchant wiil be in breach of the Agreernent and Elavon
may immediatety terminate the Agreement in addition to
pursuing any other remedies available under the
Agreement, Laws and Payment Network Regulations.
iii) Value Added Servicer. Merchants accepting Visa
cards for Eligible Transadions who utilize praprietary
solutions or Value Added Servicers to manage a
GovemmentlPublic Institution Service Fee must comply
with Attachment t. attached hereto.
6) ADDITIONAL PROCESSING REQUIREMENTS.
If Merc6ant voids an underlying Eligible Transactioq the
associated GovemmendPublic Institution Service Fec must
be voided as well. If Merchant processes a refimd for an
nnderlying Eligible Transaction, Merc,hant must disclose to
Customers that Governme�blic Institution Service
Fees are non-refundable. Merchants that desire to charge
or to have Elavon aharge Governmerrt/Public Institution
Service Fees will be assigned seperate MIDs for use in
connection with Eligible Transactions and related
Government/Public Institution Service Fees. MIDs
assigned for u� with Eligible Transactions and/or
Govemment/Public InstiUrtion Service Fees may not be
used to process Transactions that are not Etigible
Transactions.
'n PAYMENT AND TRANSACTION TYPES
SUPPORI'ED. GovernmenUPublic lnstiwtion Service
Fee capability for Credit Cards and/or signature Debit
Cards depends on the Merchant's MCC, as described
above, and the Payment Network Regulations of the
applicable Credit Card Association. Govemment/Pobtic
Institution Service Fee capability is supported only through
Elavon products specified on Exhibit A hercto. Not all
payment and tcansaction types are supported for all
products. Additionally, Merohant proprietary software,
POS Devices, or Value Added Servicers may be cati5ed
to process Elavon-managed Governmer►UPublic Institution
Service Fee Transactions. Closed netwoxk prepaid cards,
electronic benefits transfer, and dynamic c�urency
oonversion are not supported for Govemment/Public
Institution Service Fee processing.
Terms and Canditions for Assessment oPGovernmcnt/�'ublic Institution Service Fees
El a V Vl l GOVERNMENT ENf77'IES pNp INSTITVCIONS AUDIIdDUM TO TOS v.09.08.10
ATTACHMENT 1 to T&Cs
GOVERNMENT/PUBLIC INSTITUTION SERVICE FEE PROCESSING REOUIREMENTS FOR
M HAN Y SOL TI A VALUE ADDED SERVI ER
I. Underlying Eligible Transsctious
The following data must be inserted in the listed fields when creating the avthorization and clearing �quests for the
waclesl in •`bte Transaction thc tax liab'tl' t.
FkELA NAM� VAi.UE
Merchant �aus Code 9311 - Tax Pay�t�is
this field:
• Fe�rat tax payments, you must usc "US Treasury Tax Paymem"
■ State Income Tax: NN — State Iacor� Tax, where NN represents the state,
for acample, CA — State Income Tax
• For all otber taxes: Texing AutMrity — Tax Type, far example:
✓ Sales Tax: NN Franchise Tax Board — Sales Tax
✓ Business Inco� Tax: NN Franchise Tax Board — Business [ncome
+/ Pr�erty Tax: NN Funds �-I'aY — Bea1 Fstate
acronym
• use i or v tor pnon�imuatea (m V 1 u) payments.
'■ Use 5, 6, 7, 8 or 9 for Internet-initiated a ts.
�n Value This value is used for large federal tax payment roquests on
Visa will assign and notify you of your uniq� MVV value.
"Local Tax insert the value of `<0" _"0%" tax rate.
Local Tax Included In the TCOS, TCR6, position 1'7 ("Locai Tax Incltxled"� insert a value of "2" =
1'ransaction is not subject to tax
L Government/Public Iastitution Service Fee Transaedona
'he following data must be iuserted in the (isted fields when creating the authorization and elearing requests for tt►e
'rovernment/Public Institution Service Fee.
F'1�t.� NA1N� VALi77E
Mercham Cate o Code 9311— Tax Pa ents
Merchant Name The following lisLs the format and information for each type of tax collected:
• Federal tax payments, you must use "US Treasury Tax Payment Service
Fee"
■ State Income Tax: NN — State Income Tax Service Fee, for example, CA —
State Income Tax Service Fee
■ For all other taxes: Taxing Authority — Tax Type Service Pee, for
example: .
✓ Sales Tax: NN Franchise Tax Board — Sales Tax Service Fee
✓ Business Income Tax: NN Franchise Tax Board — Business Income
Service F�
✓ Pro Tax: NN Funds E-Pa - Real Estate Servicz Fee
Merchant Ci Merohant service ne numbet,
Merchant State Merchant state two letter acronym (NN), for example, CA; (not the state of the
ovider .
ECI Indicator • Use 1 or 4 for phone-initiated (MOTO) payments.
• Use 5, 6, 7, 8 or 9 for Intemet-initiated a ents.
Local Tax In the Sales Draft Record (TCOS), Transaction Record 6(TCR6), positions 5-16
("Local Taac'�, insert the value of "0" _"0%" tax rate.
is not subiect to tax.
a va�ue or - z• _
Elavon GovernmenUPublic Institution Service Fee Requirements for Merchants using proprietary software or a
Value A�led Servicer
0
t�rntxi i u
�� �'� CERTIFICATE �F LIABILITY INSURANCE °A s�no�'
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TNE CER'i1fICATE HOLDER. THIS
CERTIFlCATE DOES NOT AFFIRMATiVELY OR NEGATIVELY AMEND, E%TEND OR ALTER THE COVERAGE AFFORDW BY THE POLICIES
BELOW. THIS CERZiFICATE OF INSURANCE DOE3 NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER�S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTiFICATE MOLDER.
IAAPORTANT: IT the cedlAcate holder Is an ADDITIONAL IN3URED, the pollcy(fes) must be endorsed. H 3UBR0(iATiON IS WAIVED, subjscl to M�e
terms and condltlons oi the pollcy, certaln policlss may requlre an endorsemerY. A slatemerrt on ihls certlflcate does not conier rlgMs to the
certfflcale hdder in Ifeu o! such endorsement(sj.
' rrtowceR .
Aan Risk Suvices Nartheast, Inc. . ;�+1�' 8�3-338A
�:.��....�.__...
T660 West �d Street
Skylight Office Taver, S�ute 650 ir�su �FOn�a covE�ce wucr
Cleve�d, OH 44113 i�Rq ; Old R ublic Inwrence Coin 4147
u+au� ' 1n�aurer� s; 8t, Peul, Fbe 8 tderine lns�traece 4767
KeyCorp snd Subsidiaries
Attn: Msurence DepaA�r�ent �nst�c s
127 Pubfc Square i��:
Geveland, OF144114-1306 tN6uRER E : _
� F:
COVERAGES CERTIFICATE NUWlBER: REVISION NUfABERc _
iHIS t5 T0 CERTIFY THAT THE POL�IES OF INSURANCE LISTED BELOMf HAVE BEEW ISSUED TO TNE INSIlRED NAtiiIED ABdVE FOR 1HE POLICY PERIOD
INDICATED� NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPEGT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTANJ, THE INSURANCE AFFORDED BY THE POLIpES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS,
D(CLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMtTS SHOWN MAYHAVE BEEM REDl10ED BY PAID CLlUMS.
Tv►E oF wsuR,�NCE voucv r�� u�rrs
GEN�II�. i.1iY�Y.tY'l�� . . . .... .. . . . .. �. EAQi OCCl1RRENCE .. .. t. . SOQ��QOQ . . .. .
. . . . a......�.. ..
. . . . ., .....�... .....
X COMMERCiAi. 6ENERAI LIABILITY X X„ .�1SEE Es ocaurn[xs+ ; �.�p._..�0
:'�� CWMSMADE �, OCCUR .. . MED FJ� (Mn ors Dersonl ... i E7tdUl ....
A X, Uqua LleWlity MWZY59303 06�02011 OBf302012 aEasoNa. a nov �aaRV t 1 500 000
GENERAL AGGREGATE S 3.000,000
GENif�GREGAtECR�AITAPPLIES�PER: ��. PRO'.NJCTS-COMPlOPPGG t �
X POLICY LOC � . s .... ....
.: AUTOMOHILE LIABILRY � � .. �.. - X !. . ... .. _ . . ..�� .....
, ._....W.._._._,._. . . .
x nwv qUrO
�' �_•.'" ........' . 800iLY WJURY (Psrperson) �. i
� ALL OWNED ��� SCHEIXJLED ��. BODtIY NJ.NRY iPeraa.idadl 3 .. ..
q auTOS tiov° MWfB21270 ' O6l301Z011 06/30l20'12 �._
x NiREDAUT05 x' AUTOS
a
S
UMBREILA LNB X, OCCUR X' X< �ACM OCCURRENCE i 1 000 000
A�('' ExCE88LU1B ,C�MMS.MAL)E < MWLX26687 06/301.n111 OBr302O12 AGGREGATE � 1,000,000
�o eErErrraNS s
� YYOFtl(E.4S COMPENSAT�N �� '.X WIC STA _.. � AT1f
AI� £MPIOY�' UABM.tTY ' . �. Y.l.i�dl+$. . . _.....�.,.. . .
A AMYPROF21ETp?IPARit�Rh:W�'_CUIIVE � N � n � X� MWC11713000 �s�/��1 ��0��2 FI �. 5 ..� ...
OffICEfNEM�3ERE:'`(CLIX.IE:[lt �J ,....:; e.4�asease-en.�xai.or � s 1 U��000
(M vuitory In Nt� .
� Pyes,d�cr�eunder �
� E:I S 1�.,�0,000
g 'Ist Excess Liabitity X` X�; Q108500215 06l30/Z011 '06/30/2012 �25,000,000 Occurrence
525,000,000 Aggre�te
' DESCPoP710N OF OP6GTI�131 LOCIRIONS ! VEINCLES (Atheh ACOtm 101, Ad�iwNl RNnrrks 8cA�dub, H mon �paa N rpulne� ... . ..
Evtdence af covereqe appNceble tothe opereGans � KeyCorp and �s subsidiarles at eny locedon s�ject to Me polkytemns end ca►ditions.
Interested perties are included as addiGonal insurods, an d subrogation is waived, any if req►rred under the terms of a wAtten �reement entered iMo Dy KeyCorp
ar a suGsidiary
CER71fIG�TE H�4.DER CA�CEI.t�A7'#ON
FOR INFORMATION PURPOSES sNOULD ANY oF i►IE ABOVE DESptIBED POLICIE8 eE CANCELLED BEFORE
TM! DfPIRATION DATE TMEREOF. N0T1CB MIILL BE DBLIVERED N
AddRia�ai insu�eds ere oavered pe� the terms of the ACCd2D�NCE W17H 7ME P�ICY PitOV18{ON8.
attsched endorsements
`��AUTHOPoZ� IiLPREBENTATiVE
Aa� Risk Services Natheest, Inc.
� 1888 2010 AOORD CORPORA710N. Ail rights reeerved
ACORD 25 (2010/05) The ACORD name and logo are registered marks ot ACORD
POLICY NUMBER: M���
COMMERCU1l.
GENERAL LIABIUTY
CG 2011 0196
TH1S ENDORSEMENT CHANGES THE POLICY. PLEA5E READ ff CAREFULLY.
ADDITIONAL INSURED - MANAGERS OR LESSORS OF
PREMISES
This endorsement modifies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
3CHEDULE
1. Desfgnatlon of Premiaes (Part Leased to You): Premises leased to KeyCorp or any subsidiary
2. Name of Persa� or Organization {Additlonei Insured):
Any and all manegers and/or lessors, includ(ng their respective members, affiliates, employees,
directors, officers, agents, successors and/or assigns where required under wrltten caMrad or
agreemeM with KeyCorp or any subsidiary. When agreed under written contrad beriveen
KeyCorp or any subsidiary and the Additional Insured, (i) coverage for fhe benefit of the
Additional Insured shall be prim�y to and non-contributing with any meintafned by the AddiUorial
Insured for its own benefik andlor (ii) subrogetion against ihe Ad�tiorial Insured is wafved.
3. AddiUonal Premlum: fnGuded
(If no entry appears above, the information required to complete this endorsement wlll be shown in the
Declarations as applfcable tothis endorsement.)
WHO IS AN INSURED (Sectlon 11) is amended to Include as an insured the person or or�nization shown
In the Schedule but c�nly with resped to liabflity arising aut of the ownership, maintenance or use of that
part of the premises leased to you and shown in ihe Schedule and subject to the foilowing additional
exclusions:
This (nsurance does not apply ta
1. Any "occurrence" which takes place after you cease to be a tenant in that premises.
2. Sirudural aiterations, new constructbn or demolition operations performed by or on behaif ofthe
person or organizatian shown in the Schedule.
CG 2011 0'i 96
0lnaurance Servloes OMce, Inc.1886
POUCY NUMBER: MwzY5s3o3
COMMERCU►t_
GENERAL LIABtLITY
CG 20131185
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ (T CAREFULLY.
ADDITIONAL INSURED - STATE OR POLITICAL
SUBDIVISIONS - PERMtTS RELATING TO PREMISES
TFws endorsement madlfles ir�uranoe provided under the fallowing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Stste or Poiitical Subdivls{on:
Arry state or political subdivisfon where required to oonnection with �rtNt iss�d to KeyCorp or
any subsidiary. When agreed under written contrad between KeyCorp or any subsidiaty and the
Additlonal Ins�ed or by operatlon of statute, code or orclUance, (f) coverage inr the beneflt of the
AddiBonal Ir�s�ed shali be primary to and non-ooMributing with any mainiained by the Ac�fUonal
Insured for its own benefit; andJor {ii) subrogation against the Additiorm! lnsured is waived.
(If no eMry appears above, ir►fnrmatlon required to complete this endorsement will be ahown in the
Deciare�ons as applicable to this endorsement.)
WHO IS AN INSURED {S�tfon 11) is �riended to indude as an insured arry state or pcslitical subdlvisfon
shown in the Sched�e, subject to the follrnNing additional provision:
This insurance applfes oniy with respact to the following hazards for whfch the stab or politica!
subc�vision has issued a permit in connection with premises ycw own, rent, or coMrol and � which this
insurance applies:
1. The existence, malnter�ance, repair, constructlon, erecilon, or removal of advertisfng sfgns, awnings,
canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openir�, sidewalk
vaults, street banners, or decorations and similar exposures; or
2. The canstruction, eredEon, or removal of elevators; or
3. The ownership, malntenance, or use of any elevators covered by this insurance.
CG20131185
� Insurance SeMces C►fBce, tnc.1984
POLICY NUMBER: Mwlv5s3o3
COMMERCIAL
GENERAL LIABILITY
CG 2a 1811 85
THIS END�SEMENT CHANGE3 THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -
MORTGAGEE, ASSIGNEE, OR RECEIVER
This endorsement rr�dffies insurance provided under the fiolbwing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
3CHEDULE
Name of Person or Organtratlon:
Arry and all mortgagees, asslgnees or receivers and their respective successors �dlor asslgns In
connecdon with properties leased to KeyCorp or arry subsidiary where required under written
contwact or agreemerit. When agreed under written contrad beMreen KeyCorp or any subsidiary
and the Additiarnal Ir�sured, (i) coverage far the benefit of the Additional Insured shall be primary
io and non-contributing wfth any maintained by the Addmonal Insured for its own benefiX andlor
Qi) subrogation against the Additional Insured is waived.
Designatlon of Premises:
Premises leesed to KeyCorp or any subs�fary
(If no eritry �pears abave, infiormation rec�ired to complete this endorsement will be shown in the
Declaratfans as applicab� ta this endorsement.)
1. WHO IS AN INSURED (Sedion II) is amended to include as an insured the person(s) ar aganlzatlon(s)
shown in the Schedule but only with respect to their Ilabilfty as mortgagee, assignee, or receiver and
aris(ng out of the ownership, maintenance, or use of the pr+emises by you and shown in the Schedule.
2. This insurance does not apply to structurei alteratlons, new c�nstructlnn end derrwlition operatlons
perfor�d by or for that persan or organfzatlon,
CG 2018 11 85
m Inaurance 5ervlces Office, Inc.1984
POLICY NUMBER: MwzYSe3os
COMMERCWL
GENERAL LIABILITY
CG 20 Z8 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R' CAREPULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement mo�fies insurance provided under the foll�ring;
COMMERCIAL GENERAL LUIB�ITY COVERAGE PART
SCHEDULE
Of Addltlonai Insured Persort(a,�Or Organlzatlan(s)
Arry person or organization where required under written carrtract or agreemeM with
KeyCarp or any s�sidiary and not addressed by anather Addit(onal Ir►sured endorsement
more pertinent to the relatiaishlp. When agreed under wrftten contract �tween KeyCorp
or any subsidiary arxi the Additionat Insured, (i) coverage for the beneflt � the Additlonal
Ir�sured sF►�I be primary to and non-conbibuting wlth any malntalned by the Additiorial
Insured for its own benetit; andlor (ii) subrogatfon against the Pud�lfonal Insured is walved
Sectbn ll — Who Is An Insured is amended to include as an addltlonal Irisured the person(s) or
organization(s) shown in the Schedule. but only with resped to liabflity for "bodfly injury",
"property damage' or "per�n� and advertlsing injury" caused, in whole or in part, by you acls or
omissians or the acts or anissians o�those ading on your behalf:
A, in the pertom�ance of your ongafng operations; or
B, in oonned{on with your premises owned by or rented to you.
CG 20 26 07 04
O Msurance 3ervices Offlce� Inc. 2�4
POLICY NUMBER: MN+z�'5s�o3
COMMERCIAL
GENERAL LIABIlITY
CG 20 28 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEA3E READ IT CAREFULLY..
ADDITIONAL INSURED - LESSORS OF
LEASED EQUIPMENT
This endorsemeni modifies (nsurance provided under the folla�ving:
COMMERCIAL GENERAL LIAB�ITY COYERAGE PART
SCHEDULE
Any lessor of equlpment leased to KeyCorp or any subsldlary where requlred under written
contract or agreement, and their successors end/or assigns. When agreed under written'ce#'ttl�
between KeyCarp or any subsidi�y and the Additional Insured, (i) cov�age fior ihe benefit of the
Add�ional Ir�sured shall be primary to and non-contrfbuting wfth eny maintafned by the Ad�tional
Insured �ar its own benefi� andlor (ii) subrogatian agafnst the Additianal Insured is waived.
�� r�uitsd ita domtNe� s Sc�eaiui�. not �r u�. w� h� ghewn rM: , _ ons_
A. Section 11— Who Is M Ittisured Es amended to include as an additional insured the
person(s) or organization(s) shown in the Schedule, but only with resped to Ifabitiry fnr
"bodily inJury', "property damage" or "personal and adveKising injury" caused, in whole or
in part, by your maintenance. operation or use � equipment leased to you by such
person{s) or organrzation(s).
B. Wiih respect to the ir�surance afforded to tl►ese additia�at insureds, this insurance
does r�t apply to any "occurrence" which bkes place after the equipment lease expires.
CG 20 28 07 04
� Insuranoe Services Offlce, inc. 2004