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Resolution 2014-14 Resolution No. 2014-A A RESOLUTION APPROVING A LOCKBOX AGREEMENT AND AUTHORIZING THE ESTABLISHMENT OF A CHECKING ACCOUNT WITH WEST SUBURBAN BANK Whereas, the United City of Yorkville (the "City") is a duly organized and validly existing non home-rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and, Whereas, the City desires to enter into a lockbox agreement and a separate checking account for lockbox services; and, Whereas, the City has selected West Suburban Bank for its lockbox services which will require the establishment of a checking account for those services. NOW, THEREFORE, BE IT RESOLVED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1: That the WEST SUBURBAN BANK LOCKBOX AGREEMENT, between West Suburban Bank and the United City of Yorkville, attached hereto and made a part hereof by reference as Exhibit A, is hereby approved and Rob Fredrickson, Finance Director, be and is hereby authorized to execute said Agreement and related documents on behalf of the City and is hereby authorized to establish a checking account for lockbox services with West Suburban Bank. Section 2: That the authorized signatories for the new checking account shall be the Mayor, City Treasurer, City Administrator and Finance Director and that two (2) signatories shall be required to approve and sign each check for withdrawal from this checking account. Section 3: That all resolutions in conflict with this resolution be and are hereby repealed. Section 3: This Resolution shall be in full force and effect upon its passage and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this I U day of ' u 2014. CITY CLERK Resolution No. 2014-14 Page 1 CARLO COLOSIMO ` KEN KOCH \1 JACKIE MILSCHEWSKI LARRY KOT CHRIS FUNKHOUSER JOEL FRIEDERS ROSE ANN SPEARS DIANE TEELING l Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 1�p_day of J V N1= 2014. M Resolution No.2014- Page 2 Exhibit A West Suburban Bank Lockbox Agreement This Agreement, dated as of and entered into between United City of Yorkville operating under tax identification number and having its principal place of business at 800 Game Farm Road, Yorkville, IL 60560 ("you", "your"or"Customer")and West Suburban Bank("we,""us"or"Bank"),sets forth the terms and conditions under which Bank will provide banking services("Services")described below. Section 1. Mailing Address. We are using the United States Postal Service's mail Caller Service. The address to be used for this mail Caller Service("Lockbox")is: United City of Yorkville WSB Dept.#2040 P.O.Box 5905 Carol Stream,IL 60197-5905 It is important that our unique zip code 60197-5905,be included as this identifies the mail as WEST SUBURBAN BANK lockbox mail and expedites its processing through the postal system. Section 2. Statements/Invoices. Statements or invoices rendered by you to your customers will direct your customers to mail their payments to you at the designated Lockbox address listed above. Our authorized lockbox personnel will have access to this Lockbox mail Caller Service under authority given by the post office. You authorize us to open mail delivered to the Lockbox,endorse checks and other negotiable items and prepare them for deposit in your bank account. Section 3. Scheduled Messenger Pick-ups. Our scheduled messenger pick-ups are coordinated with our check collection sendings to gain maximum availability of funds. In addition to the pick-ups made during our regular business hours,we will prepare deposits and in most cases,start the checks on their way through the regular check collection channels immediately. Credit for such items is posted daily and the funds will be made available in accordance with the terms and conditions of your bank account. Section 4. Item Inspection. Our authorized lockbox personnel are instructed to examine your remittances for payee,date and signature. We may,but are not required to, process postdated checks,checks missing a date and unsigned checks. If we process a postdated check,a check missing a date or an unsigned check and the check is paid,but the account owner does not authorize payment,you agree to indemnify Bank,the drawee bank(which may include Bank)and any intervening collecting bank for any liability or expense incurred by such indemnitee due to the payment and collection of the check. Our authorized lockbox personnel are also instructed to be alert for any remittances bearing a typed or handwritten restrictive legend to the effect that such remittance is payment in full or words of similar import. Any items discovered by us bearing such a restrictive legend will be returned to you unprocessed for further instruction. However,we cannot and do not accept responsibility for our failure to discover any items bearing such a restrictive legend. In addition,it is understood that we are not to be responsible for determining in any manner the correctness of any remittance. Specifically,by executing this agreement you agree that we are not under any obligation to determine whether the remittance is a payment in full,even though recited so to be,or whether or not the discounts or deductions of any kind taken are proper or correctly figured or taken within the designated time limit. If,in our judgment,there is a question as to a particular check,we reserve the right to forward such check to you for your inspection and instructions before we process the item for deposit to your account. Section 5. Checks/Payments. The checks we deposit will be credited to your account in total and presented for payment through the customary collection procedures.We will provide you a credit advice showing the deposit amount provisionally credited to your account. It is our intention to image capture the checks credited to your account and per your special direction images of the contents of the remittance envelope under this Agreement so as to provide a record for future reference. We shall not be responsible for failure to provide such a record due to oversight,software or equipment failure,or inability to obtain image files or equipment. Section 6. Credits/Debits. All credits and debits in connection with remittances handled through this Lockbox will be made to the account carried on our books under the name United City of Yorkville,Account Number Checks returned unpaid will be charged back to that account and mailed to that account located at 800 Game Farm Road,Yorkville,IL 60560. Until further notice,the address to be used for lockbox data will be United City of Yorkville,Attn:WSB Dept.#2040 Carol Stream,IL 60197- 5905 Lockbox agreement 1 of 2 Section 7. Account Inquiries. If you have requested any services for information reporting via telephone,please be advised that these calls may be recorded. It will be assumed that any individual calling our Lockbox Processing Customer Service Unit has been so advised and has consented to the recording of the conversation. Section 8. Price Schedule. Our price for the lockbox processing will be in accordance with our price schedule in effect and as provided to you. This expense will be entered into the analysis of your account with us to be supported by the balances maintained. Section 9. Limitation of Liability. We will use our best efforts to provide you the Services in accordance with the provisions of this Agreement. In no event will we be liable for any special,indirect,incidental,consequential or punitive damages even if we are advised of the possibility of such damages. We will not be responsible for the errors,acts or omissions of others,such as conum mications carriers,correspondents or clearinghouses through which we perform our obligations under this Agreement or receive or transmit information in performing our obligations under this Agreement. Further,we cannot be responsible for any loss,liability or delay caused by wars,events of terrorism,failures in communications networks,labor disputes,work stoppages,legal constraints,fires,power surges or failures,earthquakes,civil disturbances,acts or omissions of the U.S.Postal Service,or other events beyond our control. Section 10. Discrepancies. As provided in the Bank's deposit agreement,you will promptly notify Bank in writing of any error in connection with the Services and any discrepancies between any records maintained by you and any notice you receive from Bank with respect to the Services,and shall provide Bank with any information it may reasonably request in connection therewith. Section 11. Amendments/Termination. From time to time,we may amend any of the terms and conditions contained in this Agreement,including without limitation any of the Schedules. Amendments will become effective 30 days after written notice to you or on the effective date stated in any such notice. This Agreement may be terminated at any time by either party within 5-10 days of prior written notice. Section 12. Entire Agreement/Severability. This Agreement is the complete and exclusive statement of agreement between the Customer and the Bank regarding lockbox services only. Your bank account will remain subject to the terns and conditions of the Bank's deposit agreement. If the performance of any services provided for in this Agreement would result in a violation of any existing or future law,rule or regulation to which the Bank is subject,then this Agreement will be deemed amended to the extent necessary to comply with that law,rule or regulation,and the Bank will incur no liability as a result of such violation or amendment. If any tern,covenant or condition of this Agreement be invalid or unenforceable,the remainder of this Agreement shall be unaffected and each tern,covenant or condition shall be valid and enforced to the fullest extent permitted by law. The signature below must be that of an individual named in the Corporate Resolution,Partnership Agreement,Sole Proprietorship Agreement or other documents previously filed with and accepted by the Bank evidencing that such individual has the authority to sign such agreements on behalf of the business. If a second signature is called for by the aforementioned documents,it is also required for this agreement. This Agreement will be construed in accordance with and governed by the laws of the State of Illinois. Section headings are for convenience only and will not affect the meaning of the provisions hereof. IN WITNESS WHEREOF,the parties have executed this Agreement by their duly authorized representatives as of June 2,2014. West Suburban Bank Company United City of Yorkville By: By: Signature Signature Name:Kim T Ewing Name: Title: Cash Management Manager Title: Lockbox agreement 2 of 2 West Suburban Bank Lockbox Email Delivery Service This Agreement,dated as of and entered into between United City of Yorkville operating under tax identification number and having its principal place of business at 800 Game Farm Road,Yorkville,IL 60560("you","your" or"Customer")and West Suburban Bank("we,""us"or`Bank"), sets forth the terms and conditions under which Bank will provide email Lockbox information to the Company. The Company agrees to hold West Suburban Bank harmless for any information that may be obtained by unauthorized individuals once it has left the Banks secured site. The company accept all liability, of all kinds, for information that is it's computer(s)that has been sent by West Suburban Bank. Once the check and or document images and related information have been downloaded to the Customer's computer,network or workstation,any user with access to the network or any user operating the workstation will have access to the images and information stored thereon,unless additional security is implemented by the Customer. Company agrees to notify the bank upon any change in email address or authorized receiver. The Bank shall have up to 10 business days to make requested changes. The Company authorizes the following individuals to receive Lockbox emails for the following Lockboxes: Company Name United City of Yorkville Lockbox Department Number 2040 Name Rob Fredrickson Email Address rrredrickson @yorkville.il.us Name Judy Dyon Email Address jdyon @yorkville.il.us Name Amy Simmons Email Address asimmons @yorkville.il.us Name Rachel Wright Email Address rwright @yorville.il.us Name Email Address Name Email Address Name Email Address IN WITNESS WHEREOF,the parties have executed this Agreement by their duly authorized representatives as of June 2.2014. West Suburban Bank Client: United City of Yorkville By: By: Signature Signature Name:Kim T.Ewing Name: Title:Cash Management Manager Title: Lockbox email agreement 1 of 1