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Home My WebLink AboutPocketiNet - Account Assignment Agreement ACCOUNT ASSIGNMENT AGREEMENT THIS AGREEMENT is made by and between PocketiNet Communications, Inc., whose address is 45 Terminal Loop Rd., Suite 210, Walla Walla, WA 99362, a corporation of the State of Washington("PocketiNet"), the City of Pasco, a Washington municipal corporation whose address is P.O. Box 293, Pasco, WA 99301 ("City") and Community Bank ("Community Bank"), a financial institution organized and existing under the laws of the State of Washington, with an address of 28 East Alder, Walla Walla, WA 99362,jointly referred to as "Parties." WHEREAS, PocketiNet has entered into a Franchise Agreement ("Franchise") with the City authorizing PocketiNet to provide telecommunications service throughout the City; and WHEREAS, the purpose of this agreement is to provide security for the performance of the conditions set forth in Section 15 of the Franchise Agreement through assignment of money deposited with Community Bank. NOW, THEREFORE the Parties agree: 1. Account Assignment. PocketiNet does hereby assign and grant to the City all rights in the account held by PocketiNet, as more particularly described as Community Bank Account number 16518 16523 ("Account"), in the principal amount of$10,000.00 ("Account Deposit"), subject to the terms of this Agreement. Interest earned on the deposited amount shall belong to PocketiNet. 2. Payment. Payment of the Account Deposit may be made to the City upon written demand from the City Manager as supported by a declaration, substantially in the form of Exhibit A hereto, that: (a) PocketiNet, following notice and an opportunity to cure from the City, has failed to substantially comply with one or more terms of the Franchise; (b) identifies the specific Franchise term or condition that has not been complied with by PocketiNet; (c) states the incurred costs, expenses and fees suffered by the City as a result of PocketiNet 's failure to comply with the Franchise("Amount Due"); (d) contains proof of mailing notice to PocketiNet of the demand upon Community Bank to pay to the City the amount set forth in the declaration; and(e)provides such other information as deemed appropriate by the City or Community Bank. Upon receipt of the declaration, Community Bank shall notify PocketiNet of the demand and the date when the Amount Due shall be paid to the City. 3. Authorization. PocketiNet hereby authorizes and directs Community Bank to pay the Amount Due to the City following the demand set forth in paragraph 2 above. Community Bank shall be entitled to rely upon the signature of the City Manager on the demand notice as authorized to act on behalf of the City without inquiry, and shall not be required to inquire whether there has been performance by PocketiNet or to determine the authenticity of the City Manager's signature or that the declaration of the City Manager is true and correct. Community Bank may rely upon the statements of the City Manager, with the sole obligation to make payment of the amount, or portion thereof, identified in paragraph 1, and notwithstanding any contrary instruction from PocketiNet. This authorization and direction by PocketiNet is • irrevocable except upon written authorization from the City that the Account Deposit may be released to PocketiNet. 4. Termination. This Agreement shall terminate upon the written agreement of the Parties. 5. Notice. Prior to making demand under this agreement,the City shall provide proof of mailing notice to PocketiNet at the address maintained by PocketiNet with the City. The written notice shall state the terms or conditions that have not been complied with according to the Franchise. Five days after delivery of notice to PocketiNet, the City may make a demand for payment to Community under this Agreement pursuant to paragraph 1 above. 6. Community Bank Acknowledgment. Community Bank acknowledges and agrees that: (i) Community Bank has received the Account Deposit; (ii) Community Bank shall maintain the Account in PocketiNet's name at Community Bank address set forth above; (iii) as of the date hereof, Community Bank does not have knowledge of an interest in the Account Deposit referred to in paragraph 1, claimed by any person other than the City; and (iv)the City shall have the exclusive right to instruct Community Bank with respect to matters relating to the withdrawal, debit or expenditure of the Account Deposit in accordance with the provisions of paragraph 2, which Account Deposit shall be accounted for separate from other funds deposited in the Account. 7. Indemnification. In order to induce Community Bank to agree to the terms of this Agreement, PocketiNet hereby indemnifies and holds Community Bank, its directors, officers, employees, attorneys, affiliates, successors and assigns, harmless from and against any and all loss, liability,cost, damage and expense whatsoever, including, without limitation, legal and accounting fees and expenses, arising in any manner whatsoever out of: (i) acts, errors or omissions of PocketiNet or its agents; (ii) Community Bank acting on any notice or instructions concerning the Account and Account Deposit given by the City, excepting only liability caused solely by Community Bank's gross negligence or willful misconduct; and (iii) Community Bank otherwise acting in accordance with the provisions hereof. 8. Venue. This agreement shall be interpreted and construed in accordance with Washington Law. In the event of litigation, venue shall be Franklin County, and the prevailing party shall be entitled to its reasonable fees and costs. Any legal requirement for the posting of a bond by the City to make a claim on the account is expressly waived, including the requirements of RCW 30.20.090. . III DATED this 3 day of M7-- , 2012. POCKETiNET COMMUNICATIONS, INC. By ■=1 �� Todd Brandenburg, Pr,-'sent CITY OF Pr S•• By Gary Cm hfie1 City I!" - COMMUNITY BANK / By: /�dR /Vi � Linda B. Hardy,Vice Presi n and Market Manager Walla Walla Region Exhibit A Form of Demand for Payment The undersigned City Manager, acting on behalf of the City of Pasco, a Washington municipal corporation("City"),hereby demands payment of the Account Deposit as set forth in that certain Account Assignment Agreement("Agreement"), dated as of , among PocketiNet Communications, Inc. ("PocketiNet"),the City, and Community Bank("Community Bank"). The undersigned City Manager, acting on behalf of the City, hereby declares as follows: PocketiNet, following notice and an opportunity to cure from the City, has failed to substantially comply with one or more terms of the Franchise Agreement referred to in the Agreement as follows: [identify the specific Franchise term or condition that has not been complied with by PocketiNet] The incurred costs, expenses and fees suffered by the City as a result of PocketiNet's failure to comply with the Franchise Agreement is $ ("Amount Due"). Attached hereto is proof of mailing notice to PocketiNet of the demand upon Community Bank to pay to the City the Amount Due. Demand is hereby made upon Community Bank to pay the Amount Due to the City on or before the business day following Community Bank's receipt of this notice by wire transfer as follows: [insert wire transfer instructions] The undersigned hereby certifies that the undersigned is the City Manager and is duly authorized to make this demand on behalf of the City. City of Pasco, Washington By: Name: Title: City Manager Date Signed: