uc berkeley- bank of the west implementation agreement pertaining

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UC BERKELEY- BANK OF THE WEST IMPLEMENTATION AGREEMENT PERTAINING

TO UC BERKELEY’S UNIVERSITY PARTNERSHIP PROGRAM

This UC Berkeley-Bank of the West Implementation Agreement Pertaining To UC Berkeley’s

University Partnership Program sets forth the agreement for an exclusive sponsorship relationship

(“Agreement”) between Bank of the West, a California banking corporation (“Bank of the West”), and

The Regents of the University of California, a California corporation (hereinafter referred to as the

“University”), with an effective date of July 1, 2015 (“Effective Date”).

WHEREAS, the University operates the University of California, Berkeley campus (meaning all

academic, business and operational units of the University over which the Chancellor of the University of

California, Berkeley campus has authority, formally conferred through delegations of authority from the

Board of Regents or the President of the University, referred to hereinafter as the “Campus”); and

WHEREAS, Bank of the West desires the right to be the exclusive promotional and marketing

sponsor to the Campus with regard to banking and financial advisory services; and

WHEREAS, Bank of the West has competed for such opportunity; and

WHEREAS, Bank of the West wishes to identify itself with the University (on the terms set forth

herein) and to have its banking and financial advisory services promoted and sold in cooperation with the

University (on the terms set forth herein) and further wishes to receive the other promotional and

marketing benefits provided for by the University in this Agreement; and

WHEREAS, University has determined that it is in the best interests of the University to contract

with Bank of the West to provide for the sponsorship, marketing and other relationship opportunities

described herein; and

WHEREAS, University has determined that as of the date of this Agreement, Bank of the West’s

business activities and reputation are consistent with the mission and reputation of University.

NOW, THEREFORE, the parties agree as follows:

1. DURATION OF TERM. The Agreement will become effective upon the date set forth

above. The term shall begin on July 1, 2015, and will continue until June 30, 2025, a period of (10) ten

years, unless the Agreement is earlier terminated in accordance with its terms or the parties mutually elect

to extend the agreement by written modification. Each successive twelve-month period commencing on

July 1, 2015 and ending on June 30, 2025, shall be referred to herein as a “Year.” The entire duration of

this Agreement is referred to herein as the “Term.” Bank of the West shall have the right to engage in

exclusive renewal discussions with University in good faith between February 1, 2024 – March 31, 2024,

provided, however, that such discussions will not commence until Bank of the West has had no less than

thirty (30) days to review and analyze an Annual Benefits Evaluation (as defined herein) to be prepared

by University covering the August 1-December 31, 2023 University football season, and provided that the

material outcome of such discussions shall be disclosed to potential RFP respondents to the extent that

these discussions impact the scope of any contract competed by the University to award similar rights to

those provided by this agreement following expiration of the Term. Further, the University shall consider

as part of its award criteria for award of any contract competed by the University to award similar rights

to those provided by this Agreement following expiration of the Term the successful performance by

Bank of the West of its obligations under this Agreement.

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2. PAYMENT BY BANK OF THE WEST. Bank of the West shall pay University during

the Term of this Agreement the amounts provided in Exhibit E and made a part of this Agreement.

3. SPONSORSHIP RIGHTS. For purposes of this Agreement, the nature of the services

offered by Bank of the West is specifically set forth in Exhibit A and made a part of this Agreement (the

“Scope”). Bank of the West shall have the exclusive right to promote itself with regard to the services

described in Exhibit A. Bank of the West may use the “Approved Designations” set forth in Exhibit A,

and such other designations approved by University in writing from time to time. University hereby

grants Bank of the West a non-exclusive, royalty-bearing, non-transferable, revocable, license to use and

display the University Marks (defined in Section 12, below) in the United States and in a manner directed

toward only United States audiences during the Term under the terms and conditions set forth in this

Agreement, including without limitation those set forth in Exhibit F and made a part of this Agreement.

Such promotion may occur as provided for in Exhibit B and Exhibit C and made a part of this Agreement.

The royalty referred to in this section is included as part of, and is not in addition to, the payments to be

made by Bank of the West to University pursuant to this Agreement. Additional annual partnership

opportunities may arise throughout the Term. The University Business Partnerships & Services (UBPS)

office will audit these opportunities and present them to Bank of the West in May of each Year. In the

event of a one-off event, UBPS may present Bank of the West with an additional opportunity in the

middle of a contract year, after initial review. It is understood that any additional partnership

opportunities will require additional investment, unless otherwise stated.

4. APPROVAL OF SPECIFIC USE OF UNIVERSITY MARKS REQUIRED. Bank

of the West shall submit to the University’s Office of Business Contracts & Brand Protection (“BCBP”),

which oversees the University Marks, for review and written approval in advance of any use, samples of

Bank of the West’s proposed uses of the University Marks, including uses in advertising and marketing

materials. Bank of the West’s use of the University Marks shall be consistent with the Trademark Use

Guidelines attached hereto as Exhibit F and made a part of this Agreement and any Visual Design

Guidelines issued by University’s Office of Communications & Public Affairs and provided to Bank of

the West. BCBP will make every reasonable effort to review samples submitted by Bank of the West and

to approve or suggest necessary modifications to such samples as quickly as reasonably possible but in

any event within ten (10) business days after receipt of the submission. Upon the University’s written

request, Bank of the West shall certify annually that its use of the University Marks conforms to the pre-

approved samples. Bank of the West shall modify, at its sole cost and expense, any changes it made to

the University Marks or samples or its use of the University Marks or samples which were not pre-

approved. To denote the University’s ownership of the University Marks, Bank of the West shall include

as required and provided by University, appropriate trademark and/or copyright notices in

marketing/communication materials, in media, such as websites, and/or on product.

5. LIMITATIONS UPON SPONSORSHIP RIGHTS. Bank of the West shall use the

University Marks only in connection with reference to the sponsorship of the Campus. Bank of the West

shall not use the University Marks for any other purpose or in combination with any other trademark or

service mark without the prior advance written consent of University. Bank of the West shall not

manufacture or cause to be manufactured any promotional items, products or merchandise using the

University Marks without the prior advance written consent of University, which may be withheld in

University’s sole discretion. In accordance with the system-wide policy UC Code of Conduct for

Trademark Licensees, which is attached hereto as Exhibit H and made a part of this Agreement, Bank of

the West must use a vendor licensed by University when the University’s name, trademarks, or co-

branding image depicting either are placed on goods to be given away, unless otherwise approved in

writing by University. Such promotional items may not be offered for sale. The current list of licensed

vendors was provided to Bank of the West contemporaneous with the execution of this Agreement. Bank

of the West acknowledges that University’s published requirements must be observed with regard to the

conditions under which any apparel or other material bearing its marks must be manufactured and that the

failure to observe these requirements could be a basis upon which such approval might be denied. Bank

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of the West acknowledges that this Agreement is founded on the significant goodwill and positive

reputation the University has developed in connection with its operation, as well as the value of that

goodwill and reputation in the minds of educational communities, the public, and other constituencies.

Bank of the West agrees that it is critical that such goodwill and reputation be protected and enhanced

and, toward this end, Bank of the West shall not misuse the University Marks, apply to register or

maintain any application or registration of a confusingly similar service mark, trademark, or logo, or use

the University Marks in any way or for any purpose except as authorized by this Agreement. Bank of the

West agrees that the goodwill associated with and derived from Bank of the West’s use of the University

Marks shall inure to the benefit of, and belong to, the University. Bank of the West acknowledges that

the UC Code of Conduct for Trademark Licensees and list of licensed vendors changes from time to time,

and agrees to comply with the then-current versions of both during the Term; upon request by Bank of the

West, University shall provide to Bank of the West the then current versions of both, upon which Bank of

the West may rely on awarding vendors contracts that may last as long as the duration of the Term.

6. PROMOTIONAL ACTIVITIES. University may promote the sponsorship, and Bank

of the West’s products, services and promotions, only as expressly authorized in writing by Bank of the

West. Each party shall conduct itself professionally, and not state or imply that it is acting for or on

behalf of the other party. Neither party shall make unauthorized, false, deceptive or misleading

statements or representations about the other party or its products, services and promotions, or any

general or customer-specific representation concerning such other party’s willingness to enter into any

agreement. University shall obtain the prior written approval of Bank of the West for the production,

distribution, publication or other communication of any advertising, promotional or sales materials, or

other material, relating to Bank of the West, its products or services, or the sponsorship, including

marketing materials and any depictions of the Bank of the West Marks (as defined in Section 11 below).

7. ON-CAMPUS ADVERTISING RIGHTS. Subject to any specific exclusion set forth

herein and the terms of this Agreement, University hereby grants to Bank of the West the exclusive right

to engage in marketing and promotional activities advertising the services described in Exhibit A at the

physical locations of the Campus. Bank of the West may engage in such activities as set forth in Exhibit

B, to the extent approved in writing by University, which consent may be withheld at the discretion of

University to the extent that such activities are not consistent with the terms this of this Agreement, or to

the extent that specific proposed activities would, in the reasonable opinion of the University, interfere

with the operations of the University or damage the reputation of the University. No permanent or

temporary advertising, signage or trademark visibility for services that compete commercially with those

described in Exhibit A, including without limitation point-of-sale displays in retail locations operated by

the University, shall be displayed or permitted by University anywhere upon the Campus. If Bank of the

West becomes aware of such unpermitted advertising, Bank of the West shall inform University, and

University shall promptly abate such advertising. Bank of the West understands and acknowledges that

University’s Campus is a facility open to the public, and that the University may require a longer period

of time to abate such unpermitted advertising when messages are displayed by persons who are not

employed by University.

8. NO COMPETITIVE ADVERTISING OR SPONSORSHIP; EXCLUSIONS.

University shall not advertise, promote, depict or merchandise a commercially competing service to that

described in Exhibit A anywhere in or in association with the Campus, except as specifically and

expressly provided elsewhere in this Agreement. Further, during the Term, University shall not accept or

receive sponsorship or advertising revenue from any commercial seller of the services described in

Exhibit A with regard to the Campus, except as specifically and expressly provided elsewhere in this

Agreement. Bank of the West understands and acknowledges that a university is an open environment in

which members of the community who do not speak for the institution in an official capacity may

advocate for their own interests and points of view, and that University’s students are not employees and

are permitted by Campus policies to exercise broad rights with regard to their own speech, unencumbered

by University. Notwithstanding the prohibitions imposed upon University described above, the following

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University activities and Campus physical locations upon which such activities take place are expressly

not subject to the requirements of this section or any other term of this Agreement:

(a) The activities of any campus or operational unit of the University of California

other than the Campus.

(b) Services (including products that compete with Bank of the West’s services) in

actual use when products associated with such services may bear trademarks. For example,

Campus need not restrict from public view the ordinary business use of letterhead received from

competing financial institutions.

who are not, as of the date of this Agreement, prohibited from advertising and displaying

products that compete with products subject to University’s exclusive sponsorship agreements.

(d) On-site advertising, merchandising of products, and activities within physical

space leased to third parties by University at physical Campus locations in Richmond, California.

(e) Sponsorship arrangements and naming rights conferred by financial service

providers Visa, MasterCard, American Express, and Discover, provided that any such

sponsorship or naming rights shall not include the right to issue co-branded debit or credit cards

bearing the University Marks;

(f) Facilities including without limitations conference rooms and classrooms named

in honor of competing financial institutions that exist as of the date of this Agreement. If a

financial institution proposes to make a gift that includes a naming opportunity with regard to a

facility during the Term, excluding Memorial Stadium and the Haas Pavilion basketball court,

Bank of the West shall be offered the opportunity to make the donation and receive the naming

recognition in lieu of the other financial institution, prior to acceptance of the gift. If a financial

institution proposes to make a gift that includes a naming opportunity with regard to Memorial

Stadium and the Haas Pavilion basketball court, Bank of the West shall be offered the opportunity

to make the same or better donation and receive the naming recognition in lieu of the other

financial institution, prior to acceptance of the gift, and if the University declines Bank of the

West’s offer to make such donation in lieu of the gift proposed by other proposed financial

institution donor, then Bank of the West may terminate this Agreement.

(g) University shall have the right to sell the following types of media inventory with

respect to Cal Athletics to third party banks and/or credit unions; provided that University shall

not grant any such banks or credit unions the right to use any Cal Athletics trademarks or other

intellectual property or any official designation as a sponsor of Cal Athletics: (i) pre- and/or post-

game radio advertising during University’s radio broadcasts of Cal Athletics games and/or

advertising during University’s Cal Athletics coaches’ shows; (ii) print advertising in Cal

Athletics magazines and/or game day programs; and (iii) hospitality at Cal Athletics events;

provided that, University agrees that it will not grant any such hospitality to any third party banks

and/or credit unions on Bank of the West’s Football Game Day as described in this Agreement

and/or Bank of the West’s Men’s Basketball Game Day as described in this Agreement. For

greater clarity, the parties agree that third party banks and/or credit unions cannot appear in any

television-visible or television-audible executions, including without limitation, signage and

public address announcements, nor any non-television-visible executions, including without

limitation, Fan Fest zones, concourse advertising, parking lot advertising, or web-based

advertising within the stadiums/arenas; provided that, any bank or credit union purchasing

hospitality at Cal Athletics events will have the right to designate its hospitality area with

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identifying, non-branded signage that identifies the hospitality area, such as “Tent No.1,” and

such signage is limited to one (1) exterior sign at such bank or credit union’s hospitality area.

University shall ensure that media inventory with respect to Cal Athletics described in this

Agreement which University controls will not be given or sold to any person or entity for the

promotion of products and/or services competitive to or antithetical or incompatible with Bank of

the West’s products or services without having first given Bank of the West written notice of the

terms and conditions of each such proposed buy and five (5) business days in which to accept in

writing the terms and conditions of each such proposed offer (the “Right of First Media Inventory

Refusal”). If Bank of the West does not exercise this Right of First Media Inventory Refusal,

University will not thereafter permit the sale of rights similar to those hereunder to any third party

on terms and conditions more favorable than those offered to Bank of the West under the Right of

First Media Inventory Refusal, without first offering Bank of the West again a Right of First

Media Inventory Refusal as described hereunder. In no event will University permit a person or

entity promoting a competitive, antithetical or incompatible product or service to run an

advertisement during the same commercial break as Bank of the West’s products and services are

being advertised.

(h) With regard to the Cal Alumni Association, Bank of the West’s exclusivity shall

be limited to the promotion of its Mass Affluent services, Wealth Management services,

Investment Products, and Mortgage Products, as the foregoing services are defined in Exhibit A.

No other financial services organization will be able to market services in those categories in

cooperation or association with the Cal Alumni Association during the Term of this Agreement.

The Cal Alumni Association shall be able to enter into sponsorship or promotional agreement

with the providers of other financial services, specifically but without limitation debit and credit

card issuers, during the Term of this Agreement provided that as a part of such agreements the

Cal Alumni Association is unable to provide access to on-campus advertising, marketing or other

similar on-campus activities outside of their leased space. University shall not provide to the Cal

Alumni Association personal information regarding (or contact lists comprising data regarding)

employees or current students (other than recently graduated students who are already alumni),

staff and faculty for the purpose of marketing debit or credit cards. Co-branded debit card and

credit card products bearing the University Marks affirmatively marketed to alumni (though

offered to the public) pursuant to contracts executed by the Cal Alumni Association (with the

consent and approval of the University) are not subject to the exclusivity provisions of this

Agreement. Making websites offering California Alumni Association co-brand debit and credit

cards bearing the University Marks viewable by the general public and locatable by entering

terms into search engines does not violate the exclusivity provisions of this Agreement, so long as

it is clear that the webpages do not imply sponsorship of the Campus by the issuer of such cards.

University and the California Alumni Association shall not permit the marketing of such cards to

imply sponsorship of the Campus by the issuer of such cards.

(i) Bank of the West may, consistent with the terms of this Agreement, issue debit

cards that are co-branded with the University Marks. Bank of the West may not issue credit cards

that are co-branded with the University Marks.

(j) Any sponsorship of Cal Performances events and programs, as described in this

subsection, immediately following, is exempt from the exclusivity provisions of this Agreement.

Cal Performances manages performing arts events in Zellerbach Auditorium, Wheeler

Auditorium, Zellerbach Playhouse and the Hearst Greek Theatre. These events are or have been

sponsored by financial institutions including for example Wells Fargo Bank, Bank of America

and Mechanics Bank. Sponsorship of events may include, for example but without limitation,

references to sponsors in ticket solicitation publications, websites, programs, playbill magazines,

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on tickets, on ticket envelopes, on banners in the interior of facilities, in announcements before

and during performances, and through sponsor tabling before, during intermission of, and after

events. Sponsorship may include permitting sponsors to promote their services and products in

the interior of the event facility prior to, during intermission of, and after events, and in programs

and other printed materials directly related to events, but shall not include the ability of sponsors

to market products and services in exterior areas surrounding the event faculties. Cal

Performances sponsors volunteering at any events in any campus location managed by Cal

Performances may wear shirts, pins, tags, or other items bearing the trademarks of sponsors.

Should any Cal Performances sponsorship arrangement existing as of the date of this Agreement

not be renewed or be withdrawn, the University shall provide Bank of the West with the

opportunity to contract separately from this Agreement to assume that specific sponsorship

opportunity. So long as the University provides Bank of the West with notice of Cal

Performances productions at least ten (10) calendar days prior to such performances, Bank of the

West shall not engage in tabling or other affirmative marketing that would compete with a Cal

Performances financial services sponsor within 500 feet of the facility hosting such event.

(k) Museum exhibitions or film series sponsored by The University Art

Museum/Pacific Film Archive or the Lawrence Hall of Science are exempt from the exclusivity

provisions of this Agreement. When the University exclusively controls the sponsorship or

recognition rights for such exhibitions or series, prior to accepting such sponsorship or

recognition from a financial institution, the University shall provide Bank of the West the

opportunity to, separate from this Agreement, sponsor or be recognized with regard to such

exhibit or program on the same terms proposed by another financial institution prior to accepting

such sponsorship. Should any museum exhibitions or film series sponsored by The University

Art Museum/Pacific Film Archive or the Lawrence Hall of Science sponsorship arrangement

existing as of the date of this Agreement not be renewed or be withdrawn, the University shall

provide Bank of the West with an opportunity to contract separately from this Agreement to

assume that specific sponsorship opportunity

(l) Also exempt from the exclusivity provisions of this Agreement are financial

products offered in California by entities which are not commercial banks, savings banks, credit

unions, and bank-named subsidiaries, including for example only, investment companies and

private equity placement services.

(m) Bank of the West shall not market federally guaranteed student loans or products

designed for the specific purpose of consolidating or refinancing such loans to students attending

the Campus during the term of this Agreement, provided, however, that Bank of the West may

generally advertise to the public that Bank of the West offers such loans.

9. DISCLOSURE OF AGREEMENT. University shall not affirmatively publicize the

business terms of this Agreement, but University may comply with any obligations imposed by law,

including but not limited to the provisions of the California Public Records Act, with regard to the

disclosure of such business terms and this Agreement. Bank of the West acknowledges that provisions of

this Agreement would not be exempt from disclosure should the University receive a request to disclose

this Agreement pursuant to the California Public Records Act.

10. MARKETING AND PROMOTIONAL OPPORTUNITIES. Bank of the West and

University shall jointly facilitate the marketing and promotional opportunities described in Exhibit B and

Exhibit C. In the event that marketing and promotional activities fall below the minimums set forth in

Exhibit B and Exhibit C, Bank of the West shall be entitled to a mutually agreed-upon “make good”

entitlement of equal value or better. To the extent that Bank of the West is entitled to a “make good”

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pursuant to this Section during the final year of the Term and after the University has informed Bank of

the West that it is not the successful proposer with regard to an agreement that is the successor (in

substantial form) to this Agreement, Bank of the West shall be entitled to elect to receive either a “make

good” or a cash payment from the University equal to the fair market value, as mutually agreed-upon by

the parties.

11. BANK OF THE WEST MARKS. As used in this Agreement, the term “Bank of the

West Marks” means the services marks, trademarks, and trade names listed in the attached Exhibit G and

made a part of this Agreement. University acknowledges and agrees that Bank of the West may make

changes to the Bank of the West Marks at any time and from time to time. University may use Bank of

the West’s trademarks, marks and trade names including logos that are identified for University’s use or

otherwise provided to University in writing (the “Bank of the West Marks”), subject to a limited, non-

exclusive, non-transferable, revocable right and license which Bank of the West grants to University

solely for use in connection with the sponsorship under this Agreement. Nothing in this Agreement or in

University’s use of the Bank of the West Marks confers upon University any right, title or interest in or to

the Bank of the West Marks, or in any similar marks beyond the rights granted in this Agreement. Bank

of the West retains all right, title, and interest in and to the Bank of the West Marks except as otherwise

explicitly stated herein. Nothing in this Agreement grants by implication, estoppel, or otherwise any

rights to Bank of the West’s intellectual property, except as explicitly set forth herein. University

acknowledges and agrees that, except as may be provided elsewhere in this Agreement, the license to use

the Bank of the West Marks granted here is provided “as is” without any warranties of representations of

any kind. University acknowledges that this Agreement is founded on the significant goodwill and

positive reputation Bank of the West has developed in connection with its operation, as well as the value

of that goodwill and reputation in the minds of educational communities, the public, and other

constituencies. University agrees that it is critical that such goodwill and reputation be protected and

enhanced and, toward this end, University shall not misuse the Bank of the West Marks, apply to register

or maintain any application or registration of a confusingly similar service mark, trademark, or logo, or

use the Bank of the West Marks in any way or for any purpose except as authorized by this Agreement.

University agrees that the goodwill associated with and derived from University’s use of the Bank of the

West Marks shall inure to the benefit of, and belong to, Bank of the West.

12. UNIVERSITY MARKS. As used in this Agreement, the term “University Marks”

means the service marks, trademarks, and trade names listed in the attached Exhibit D and made a part of

this Agreement. Nothing in this Agreement or in Bank of the West’s use of the University Marks confers

upon Bank of the West any right, title or interest in or to the University Marks, or in any similar marks

beyond the rights granted in this Agreement. University retains all right, title, and interest in and to the

University Marks except as otherwise explicitly stated herein. Nothing in this Agreement grants by

implication, estoppel, or otherwise any rights to University’s intellectual property, except as explicitly set

forth herein. Bank of the West acknowledges and agrees that, except as may be provided elsewhere in this

Agreement, the license to use the University Marks granted here is provided “as is” without any

warranties of representations of any kind. Bank of the West agrees that the goodwill associated with and

derived from Bank of the West’s use of the University Marks shall inure to the benefit of, and belong to,

the University.

13. RESTRICTED USE OF EXCLUDED MARKS: Bank of the West and University will

not use the Excluded Marks, listed in Exhibit D, hereto attached and made a part of this Agreement, to

promote, advertise, or otherwise communicate this Agreement, the Partnership, and/or any products,

services, activities or events.

14. CESSATION OF USE OF MARKS UPON EXPIRATION OR TERMINATION OF

AGREEMENT. Except as otherwise agreed in writing by the University, upon the expiration of the

Term or other termination of this Agreement, Bank of the West shall cease use of the University Marks

within thirty (30) business days following such expiration or termination and, during such period, shall

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remove said marks from display, including without limitation all outdoor advertising, all electronic

media, and all internet web pages, and destroy promptly all materials held by Bank of the West bearing

the University Marks, and cease any and all use of said marks. Nothing herein will require Bank of the

West to withdraw from circulation any materials bearing University Marks previously distributed in

compliance with this Agreement. Except as otherwise agreed in writing by Bank of the West, upon the

expiration of the Term or other termination of this Agreement, University shall cease use of the Bank of

the West Marks within thirty (30) business days following such expiration or termination and, during

such period, shall remove said marks from display, including without limitation all outdoor advertising,

all electronic media, and all internet web pages, and destroy promptly all materials held by University

bearing the Bank of the West Marks, and cease any and all use of said marks. Nothing herein will require

University to withdraw from circulation any materials bearing Bank of the West Marks previously

distributed in compliance with this Agreement.

15. ALLEGED INFRINGEMENT. Bank of the West shall promptly notify the University

in writing if any third party asserts a claim against Bank of the West that Bank of the West’s use of the

University Marks infringes or otherwise violates the trademarks or other proprietary rights of such third

party. Bank of the West may not initiate any action with respect to the enforcement of the University’s

rights to the University Marks, including, but not limited to, pursuing or settling an infringement action;

however, Bank of the West shall reasonably cooperate with the University (at the University’s sole cost

and expense) in the University’s pursuit of any legal action designed to protect its rights to the University

Marks. University shall promptly notify Bank of the West in writing if any third party asserts a claim

against University that University’s use of the Bank of the West Marks infringes or otherwise violates the

trademarks or other proprietary rights of such third party. University may not initiate any action with

respect to the enforcement of the Bank of the West’s rights to the Bank of the West Marks, including, but

not limited to, pursuing or settling an infringement action; however, University shall reasonably cooperate

with Bank of the West (at Bank of the West’s sole cost and expense) in Bank of the West’s pursuit of any

legal action designed to protect its rights to the Bank of the West Marks.

16. CUSTOMER PRIVACY AND CONFIDENTIALITY. Bank of the West shall not

provide information regarding the identity of, or personal information regarding, individual Bank of the

West customers to University. If such information is provided by Bank of the West to University, either

intentionally or through an error, University shall not utilize such information for any purpose and shall

not disclose such information to any third party unless such disclosure is compelled by law or process of

a court. University shall not provide information regarding the identity of, or personal information

regarding, any individual, including without limitation students, staff, faculty, alumni, and parents of

students. If such information is provided by University to Bank of the West, either intentionally or

through an error, Bank of the West shall not utilize such information for any purpose and shall not

disclose such information to any third party unless such disclosure is compelled by law or process of a

court. All such information shall be Confidential Information. Each party shall protect such

Confidential Information using the same degree of care, but no less than a reasonable degree of care, to

prevent the unauthorized use or disclosure of such Confidential Information as each party uses to protect

its own confidential information. Confidential Information shall be returned to the disclosing party or

destroyed upon the disclosing party’s request once this Agreement has expired or upon termination of

this Agreement. Each party shall establish and maintain commercially reasonable policies and

procedures to ensure compliance with this Section 16. Each party shall notify the other party within two

(2) business days of any incident of unauthorized access to the Confidential Information or breach of the

confidentiality obligations set forth herein, and the actions that such party is taking to prevent any further

breach.

17. PURCHASES OF SERVICES. Bank of the West acknowledges that the University and

the Campus utilize and will continue to utilize service providers other than Bank of the West for banking

and financial services for operational needs, provided, however, University agrees that such banking and

financial services providers shall not be able to promote their relationship with University or otherwise

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market their relationship with University in a way that violates the exclusivity provisions of this

Agreement. Procurement for such services has been and will continue to be governed by applicable

University policies governing competition for the procurement of service providers.

18. REPRESENTATIONS AND WARRANTIES. Each party (the “Representing Party”)

hereby warrants and represents to the other party as of the Effective Date that: (a) the Representing

Party’s execution, performance, or delivery of this Agreement, the representations and warranties

contained herein, and any agreement or action of the Representing Party contemplated by this Agreement,

will not constitute a material breach, or be inconsistent with any law, rule or regulation of any

governmental entity as presently interpreted by appropriate judicial or regulatory authority to which the

Representing Party is subject or presently bound, or order of any court to which the Representing Party is

subject or presently bound, or the material provisions of any contract, agreement, obligation,

representation, or warranty to which the Representing Party is presently bound or under which it is

presently obligated; (b) this Agreement is binding and enforceable against such Representing Party in

accordance with its terms except as limited by applicable bankruptcy, insolvency, or other laws of general

application relating to or affecting the enforcement of creditors’ rights generally; (c) the marks of the

Representing Party, and the use thereof by the other party and its agents and licensees pursuant to this

Agreement, have not been determined under final appeal in a court of competent jurisdiction to infringe

on any trademark or other proprietary rights of any third party; and (d) each of the individuals who

executes this Agreement on behalf of the Representing Party represents and warrants that they have the

required authority to do so, and that this Agreement is a valid and binding obligation of the Representing

Party.

19. INDEMNITY. Each party (the “Indemnitor”) to this Agreement shall defend, indemnify

and hold harmless the other party and its parent company (the “Indemnified Party”), their respective

directors, officers, employees and agents from and against any and all claims, actions, proceedings,

liabilities, losses, expenses, damages, judgments, amounts paid in settlement, costs, reasonable attorneys’

fees and witness fees (each, a “Claim”) based on a third-party claim arising out of such party’s

performance of this Agreement, but only in proportion to and to the extent such Claim is caused by or

results from the negligent or intentional acts or omissions of the indemnifying party, its officers,

employees or agents, arises out a breach of the representations, warranties and covenants set forth in this

Agreement, arises out of a violation of applicable law, or arises from third party claims of personal

injury, including death, occurring at any University venue hereunder. The Indemnified Party shall

promptly notify the Indemnitor in writing if any Claim is asserted or brought for which the Indemnified

Party is seeking indemnity under this Agreement (a “Claim Notice”); provided, however, that the

Indemnified Party’s failure to so notify the Indemnitor shall not relieve the Indemnitor from any liability

it might otherwise have under this Agreement, except to the extent the Indemnitor has been materially

prejudiced by such failure to notify. The Indemnitor shall undertake full responsibility for the defense of

any Claim brought by a third party for which indemnity is sought which, if true, would entitle the

Indemnified Party to indemnification under this Agreement. The Indemnitor may settle any such Claim

on such terms as the Indemnitor may choose, provided that the Indemnitor shall first obtain the

Indemnified Party’s written consent, which consent may not be unreasonably withheld. The Indemnified

Party shall have the right to participate in such proceedings and to be separately represented by attorneys

of its own choosing at its own cost. The Indemnified Party shall be solely responsible for the costs of its

separate representation. This Section 19 shall survive the expiration or termination of this Agreement.

20. TERMINATION. A party may terminate this Agreement immediately upon written

notice to the other party:

(a) In the event of the material breach of any term of this Agreement or any lease

between the parties of premises upon the Campus, which breach remains uncured, within thirty

(30) days of receipt of written notice by the non-breaching party; or

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(b) if the other party notifies any governmental body of insolvency or pending

insolvency, or suspension or pending suspension of operations, or files a voluntary petition in

bankruptcy, or is adjudicated as bankrupt or insolvent, or dissolves, winds up or otherwise ceases

to actively conduct its business; or

violation of any order of court in any proceeding.

In the event of termination of this Agreement pursuant to this Section 20, University shall retain

all payments made by Bank of the West prior to the date of such termination (except in the event of

uncured material breach by University) and Bank of the West shall not be obligated to make further

payment pursuant to this Agreement. In the event of termination by Bank of the West due to uncured

material breach by University, Bank of the West shall be entitled to receive as a non-exclusive remedy a

pro rata cash refund of all payments made by Bank of the West prior to the date of such termination and

Bank of the West shall not be obligated to make further payment pursuant to this Agreement.

21. ADDITIONAL RIGHT TO TERMINATE. Without limiting the rights set forth

elsewhere in this Agreement, the University may terminate this Agreement on thirty (30) days’ written

notice if: i) Bank of the West materially changes the nature, purpose or scope of Bank of the West’s

activities from the nature, purpose or scope of Bank of the West’s activities as of the Effective Date in a

manner that causes ill repute to the University; or ii) Bank of the West materially changes the nature,

purpose or scope of Bank of the West’s activities from the nature, purpose or scope of Bank of the West’s

activities as of the Effective Date in a manner that is not consistent with the educational, research and

public service mission of the University as of the Effective Date; or iii) if any senior executive officer of

Bank of the West, who are designated by Bank of the West as members of the Bank of the West

Executive Management Committee, is formally charged with a felony crime of moral turpitude and

remains employed by Bank of the West, except that no such right to terminate shall arise if the employee

has been placed on (and remains on) administrative leave pending investigation pursuant to Bank of the

West policy. If University terminates pursuant to this Section, University shall retain all payments made

by Bank of the West prior the date of such termination and Bank of the West shall not be obligated to

make further payment pursuant to this Agreement. Without limiting the rights set forth elsewhere in this

Agreement, Bank of the West may terminate this Agreement upon thirty (30) days’ written notice if: i)

University materially changes the nature, purpose or scope of University’s activities from the nature,

purpose or scope of University’s activities as of the Effective Date in a manner that causes ill repute to

Bank of the West; or ii) if any senior executive officer of the University’s Berkeley campus is formally

charged with a felony crime of moral turpitude and remains employed by the University, except that no

such right to terminate shall arise if the employee has been placed on (and remains on) administrative

leave pending investigation pursuant to University policy. If Bank of the West terminates pursuant to this

Section, then Bank of the West shall be entitled to receive as a non-exclusive remedy a pro rata cash

refund of all payments made by Bank of the West prior to the date of such termination, and Bank of the

West shall not be obligated to make further payment pursuant to this Agreement.

22. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws and

regulations in connection with its performance of this Agreement.

23. PRESS RELEASES AND ANNOUNCEMENTS. Except as agreed otherwise in

writing, neither party shall issue a press release or other announcement regarding this Agreement or the

rights and obligations contemplated by this Agreement without the advance written consent of the other

party.

24. NO THIRD PARTY BENEFICIARIES. This Agreement inures to the benefit of the

University and Bank of the West only, and no third party shall have any rights under this Agreement

except as is expressly provided in this Agreement.

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25. RECITALS. The provisions of the Recitals above are fully incorporated into this

Agreement by this reference.

26. AUTHORITY. Each party represents and warrants that it has the necessary power and

authority to enter into this Agreement and perform its obligations hereunder.

27. NOTICES. Except as otherwise provided in this Agreement, any notice or other

communication required or permitted hereunder shall be in writing and shall be deemed to have been duly

given (i) on the date of service if served personally, (ii) two (2) business days after deposit with a

nationally recognized overnight delivery service, or (iii) five (5) days after mailing if mailed, by first class

mail, certified mail, return receipt requested with postage prepaid, to the following addresses. Each party

may change its designated address by written notice to the other party.

If to Bank of the West:

Bank of the West

180 Montgomery Street

San Francisco, CA 94104-4205

Attn: Chief Marketing Officer

With copy to:

Bank of the West

Attn: Legal Department

180 Montgomery Street

San Francisco, CA 94104-4205

If to the University:

Solly Fulp

University of California, Berkeley

University Business Partnerships & Services

2610 Channing Way

Berkeley, CA 94720-2272

With copy to:

Campus Counsel

University of California, Berkeley

Office of Legal Affairs

One California Hall #1500

Berkeley, CA 94720-1500

28. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the

parties and their respective successors and permitted assigns of the parties; provided, however, that

neither party may transfer or assign its rights or obligations hereunder, by operation of law or otherwise,

without the advance written consent of the other party. Any attempted assignment of a party’s rights or

obligations under this Agreement in violation of this Agreement shall be null and void.

29. FORCE MAJEURE. Neither party shall be liable for failure to perform their respective

obligations under this Agreement when such failure is caused by fire, explosion, water, natural disasters

of like cause, act of God or accident, civil disorder or disturbance, labor strike, vandalism, war, riot, or

sabotage, nor shall either party be liable in any way for the value of real or personal property destroyed

due to such causes. In the event of any such force majeure event which results in University being unable

to deliver any element of the sponsorship rights and benefits described in this Agreement, University shall

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have a reasonable opportunity to provide sponsorship elements of substantially similar value or “make-

goods”, within a reasonable time. If such substitute elements are not available or not mutually agreeable,

then University will promptly refund to Bank of the West such portion of the payments made by Bank of

the West as are reasonably applicable to such cancelled elements, based upon fair market value, as

mutually agreed-upon by the parties. Upon Bank of the West’s written request, University shall provide

supporting information and materials regarding the valuation of any cancelled or unavailable sponsorship

element. This Section shall survive the expiration or termination of this Agreement.

30. SEVERABILITY. Whenever possible each provision of this Agreement will be

interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this

Agreement will be prohibited, void, invalid, or unenforceable under applicable law, such provision will be

ineffective to the extent of such prohibition, voidability, invalidity or unenforceability without

invalidating the remaining provisions of this Agreement, which will be given full effect without regard to

the invalid provisions.

31. GOVERNING LAW; JURISDICTION. This Agreement is controlled by the laws of

the State of California, without giving effect to its conflicts of laws principles. Any disputes arising under,

resulting from or in connection with this Agreement shall be heard in the court having jurisdiction in the

County of Alameda, California.

32. ENTIRE AGREEMENT. This Agreement constitutes the only agreement, and

supersedes all prior agreements and understandings, both written and oral, between the parties with

respect to the subject matter hereof, and all schedules and exhibits attached hereto are a material part of

this Agreement and are incorporated herein by this reference. This Agreement is not intended to confer

upon any person other than the parties hereto any rights or remedies hereunder.

33. INDEPENDENT CONTRACTORS. The University and Bank of the West are

independent contractors, and nothing in this Agreement will be interpreted as creating an agent-principal,

joint venture, partnership, limited liability company, or any legal relationship other than independent

contractors.

34. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each

of which shall be deemed an original, but all of which taken together will constitute one and the same

instrument. Execution and delivery of this Agreement by delivery of a facsimile or electronically recorded

copy (including a .pdf file) bearing a copy of the signature of a party will constitute a valid and binding

execution and delivery of this Agreement by such party. Such copies will constitute enforceable original

documents.

35. MODIFICATION. This Agreement may not be modified unless the modification is

contained in a writing signed by the authorized representatives of Bank of the West and the undersigned

representative of the University or that person’s successor.

36. NO IMPLIED WAIVER. No delay in exercising or failure to exercise any right shall

constitute a waiver of that right, but time is of the essence with respect to the covenants contained herein.

37. CONSTRUCTION. Ambiguities, if any, in this Agreement will be reasonably

construed in accordance with all relevant circumstances, including, without limitation, prevailing

practices in the industry of the parties in the place where this Agreement is to be performed and will not

be construed against either party, irrespective of which party may be deemed to have authored the

ambiguous provision. The parties to this Agreement are represented by counsel and have had the

opportunity to freely negotiate the terms of this Agreement, so neither shall be deemed the author of this

Agreement. Any reference to “days” in this Agreement means calendar days unless otherwise expressly

specified.

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38. PASS-THROUGH RIGHTS. In connection with Bank of the West’s right to advertise,

promote, sell, or give-away Bank of the West products and services at any event hereunder (“Products”),

Bank of the West shall have the right to conduct Product-themed promotions at the event with Bank of the

West business partners (“pass-through promotion rights”), provided that Bank of the West gives

University prior written notice of such promotions and obtains University’s approval of such promotions,

which approval shall not be unreasonably withheld. University shall have the right to disapprove pass

through rights for any product or company that conflicts in any way with University’s other sponsorships

arrangements. Such pass-through promotion rights may be disapproved if the University determines in its

sole discretion that the business or event of Bank of the West’s business partner is incompatible with the

mission or brand of the University, or determines that the promotion would associate the University with

the use of firearms, tobacco, alcohol or marijuana products, provided, however, that Bank of the West’s

hosting of any private event targeted solely to persons age 21 and older at which alcoholic beverages may

be served shall not constitute a violation of this Section.

39. AMBUSH PROTECTION. During the Term and subject to the limitations upon

exclusivity set forth herein, University shall protect Bank of the West from activities by third parties

which would undermine or interfere with Bank of the West’s sponsorship rights, commonly known as

ambush marketing activities. University shall not permit any of its authorized sponsors or suppliers to

permit a third party (such as a tie-in partner of the sponsor of supplier) to advertise or promote a product

competitive to Bank of the West’s products and services in a manner that the University itself would be

prohibited from doing by the terms of this Agreement. In the event of any ambush marketing activities by

any third party, University shall promptly send such third party a cease and desist letter, with copy to

Bank of the West. University will promptly initiate legal action against any such offending entity in the

event of non-compliance by any such offending entity with any cease and desist demand. In the event

that University fails to prevent or promptly halt any ambush of Bank of the West’s sponsorship rights,

University shall be liable to Bank of the West for all legal fees and expenses incurred by Bank of the

West in halting such ambush activities by any such third party.

40. ANNUAL BENEFITS EVALUATION. Within sixty (60) days of the end of each

Year, University shall submit to Bank of the West a written evaluation of the sponsorship rights received

by Bank of the West during each Year. Each Evaluation shall include, at a minimum, the following

items:

• Executive summary

• Attendance figures

• Full media recap including actual vs. promised analysis of on-air media

• Analysis of other promotional activities

• Checklist showing fulfillment of all sponsorship rights described in this Agreement

• Media affidavits

• Audience information and research findings

• Summary of other sponsor activity

If University produces an annual audience survey, full access will be granted to Bank of the West. Such

access shall include the right to submit questions to University for inclusion in any such survey and to be

provided with a copy of the survey and research results at no additional charge.

41. INSURANCE. During the Term of this Agreement, University and Bank of the West

shall each, at a minimum, maintain at expense of each party the types and amounts of insurance or self-

insurance set forth in this Section 41. To the extent that the University relies upon insurance and not self-

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insurance, each policy of insurance required shall be written by an insurance company allowed to do

business in the state(s) applicable to this Agreement.

(i) Commercial General Liability and Excess Liability. Commercial General

Liability Insurance, written on an Insurance Service Office (“ISO” ) “occurrence form” or

its equivalent, for limits no less than $1,000,000 per occurrence for Bodily Injury, Property

Damage, and Personal and Advertising Injury and subject to a $2,000,000 annual General

Aggregate and a $2,000,000 Products and Completed Operations Liability Aggregate and

which includes coverage for claims arising out of the following: (A) Premises and

Operations; (B) Independent Contractors performing work for University related to this

Agreement; (C) Products and Completed Operations; (D) Contractual Liability; (E)

Personal and Advertising Injury Liability including coverage for Personal and Advertising

Injury assumed in a contract; and (E) Severability.

(ii) Workers’ Compensation. Workers’ Compensation Insurance in compliance with

the statutory requirements of the State of California and Employers’ Liability Insurance

with limits of not less than $1,000,000 each Accident and Disease per Employee/Policy

Limit.

(iii) Automobile Coverage. Commercial Automobile Liability Insurance covering

owned, hired and non-owned vehicles for which each party is responsible with limits no

less than $1,000,000 combined Bodily Injury and Property Damage Liability single limit

each accident.

(iv) Excess Liability. Umbrella liability or excess liability policy with a minimum

combined single limit of liability no less than $5,000,000, for each occurrence and a

$5,000,000 aggregate in excess of the underlying general liability, automobile and

employer liability coverages required above.

(v) Each party shall continuously maintain its coverage during the term of the

Agreement and including post the termination of this Agreement for any policies written on

a claims made basis. If a claims made policy becomes unavailable to a party within one

year post the termination of this Agreement, then that party shall purchase at the minimum

a one-year extended reporting endorsement on the last policy available to that party.

The general liability, automobile and umbrella or excess liability policies of each party

must name the other party, (and, in the case of Bank of the West, its parent BancWest

Corporation and each of their respective officers and employees) as additional insureds

(“Additional Insureds”). With respect to those claims for which a party indemnifies the

other party, the policies shall be primary and not contributory to any insurance the

Additional Insureds may have in place which would also apply to a loss as described above.

(vi) Certificates of Insurance. Upon execution of this Agreement and upon request

thereafter each party shall furnish a Certificate of Insurance evidencing all coverages and

required special provisions including endorsement numbers used to effect the required

special provisions described herein. In the case of Bank of the West, the certificates shall

read:

Bank of the West

Insurance Department (NC-B07-2E-1)2527 Camino Ramon

San Ramon, CA 94583

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EXHIBIT A

NATURE OF BANK OF THE WEST’S SERVICES AND APPROVED DESIGNATIONS

For the purpose of this Agreement only, in order to define the marketing and advertising exclusivity to

be provided by Campus to Bank of the West, and subject to exclusions set forth in the Agreement, Bank

of the West’s business is defined as follows.

Bank of the West provides the following retail banking services and products to the

extent offered by commercial banks, savings banks, credit unions, and bank-named

subsidiaries:

• Annuities

• Bonds

• CDs

• Checking and Savings Accounts

• Issuance of Credit Cards (not bearing University Marks)

• Issuance of ATM and Debit Cards (not bearing University Marks)

• Functions Related to Depository Banking

• Financial Planning

• Financial Transactions Processing Activities

• Foreign Exchange Services

• IRAs (excluding IRAs offered by entities other than commercial banks, savings banks, credit

unions, and bank-named subsidiaries, such as brokerage companies and the sponsors of

University retirement programs)

• Loans (installment, revolving, etc.), exclusive of and not including federally guaranteed student

loans and commercial loans

• Mortgages, Reverse and Second Mortgages

• Money Market Accounts (money market instruments include Treasury bills, certificates of

deposit and other types of short-term debt)

• Mutual Funds

• On-line Banking and Bill Pay

• Payment Services

• Private Banking

• Trust Services

• Credit information and services

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With regard to the Cal Alumni Association, exclusivity shall be limited to Mass Affluent services,

Wealth Management services, Investment Products and Mortgage Products which shall include:

• Annuities

• Bonds

• CDs

• Checking, Money Market and Savings Accounts, issuance of Credit Cards (not bearing

University Marks), ATM and Debit Cards, Online Banking, Bill Pay and functions relations to

Depository Banking to customers of the bank’s Mass Affluent and Wealth Management segments

• Financial Planning

• Financial Transactions Processing, Reserve, and Clearinghouse Activities

• Foreign Exchange Services

• IRAs (can be with a bank, mutual fund, insurer or another trustee)

• Loans (installment, revolving, etc.), exclusive of and not including federally guaranteed student

loans and commercial loans

• Mortgages, Reverse and Second Mortgages

• Mutual Funds

• Private Banking

• Private Equity

• REITs (Real Estate Investment Trusts)

• Stocks, Options, Warrants

• Trading and other brokerage services, including without limitation

o Fixed-income trading, currency and commodities (includes corporate debt, mortgage-

backed securities and energy futures)

o Equities trading (which includes equity derivatives or financial obligations based on

underlying stocks or related indexes)

• Treasury Management

• Trust Services

• Wealth Management

Non-Exclusive Services and Products

For the purpose of clarity, nothing in this Agreement prohibits Bank of the West from marketing

the following services on a non-exclusive basis to members of the University community or the

public generally, so long as Bank of the West does not represent that it is a sponsor of the

University with regard to the following services:

• Auto Financing

• Commercial Loans (business, real estate, etc.)

76487v23

• Private Equity

• Treasury Management

• Venture Capital

• REITs (Real Estate Investment Trusts)

• Stocks, Options, Warrants

• Trading and other brokerage services, including without limitation

o Fixed-income trading, currency and commodities (includes corporate debt, mortgage-

backed securities and energy futures)

• Equities trading (which includes equity derivatives or financial obligations based on

underlying stocks or related indexes)

• Wealth Management, except that University may not accept sponsorship associated with

Wealth Management products and services offered by Bank of America, Wells Fargo

Bank, U.S. Bank, Citibank, JPMorgan Chase, Silicon Valley Bank, First Republic Bank

and Union Bank, and University shall consult with Bank of the West prior to accepting

sponsorship related to Wealth Management services from any other entity or institution

including without limitation entities that are not banks.

• Federally guaranteed student loans and/or products specifically marketed to re-finance or

consolidate such loans

• Issuance of ATM and Debit Cards bearing University Marks

Approved Designations

For the purposes of this Agreement, Bank of the West may utilize the following designations:

A. The “Official Bank of ” the following:

1. University of California, Berkeley

2. UC Berkeley

3. University Partnership Program

4. Cal Athletics

5. ASUC Student Union

6. Cal Recreational Sports

B. Cal Alumni Association designations:

1. Exclusive Wealth Management Company of the Cal Alumni Association

2. Official Retirement Bank of the Cal Alumni Association

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3. Official Mortgage Provider of the Cal Alumni Association

C. Official Banking Sponsor of the Cal 1 Card

76487v23

EXHIBIT B

ACTIVITIES TO BE SUPPORTED ON AN ANNUAL BASIS

Signage Overview. With respect to signage elements described in this Exhibit B, Bank of the West shall

assume the cost of production of all signage. University shall bear the cost of initial installation of

signage that does not exist as of the date of this Agreement. Bank of the West may change the signage

periodically at its expense, including installation.

Seating and Print Overview. With respect to Bank of the West’s seating locations at Cal Athletics events,

and the location of Bank of the West’s print elements within University’s publications as described in this

Exhibit B, the parties agree that such seating locations and print element locations within University’s

publications shall be in mutually agreeable locations.

1. Cal Athletics

a. Football Game Day

i. Presenting sponsor of one (1) Cal Athletics regular season home game – during

such game, Bank of the West to receive the following:

1. On-Field Presentation to Bank representative

2. Logo recognition on the cover of the gameday program

3. Two (2) videoboard logo & public address recognitions

4. One (1) private hospitality event (tented area, fully catered with

beverages, 25 hats, programs,)

5. One (1) (2:00) interview with a Bank representative to be broadcast on

the official radio broadcast for Cal Athletics

6. Twenty-five (25) reserved tickets

7. Four (4) parking passes

8. Opportunity to distribute a free premium item to fans, with such items to

be provided by Bank of the West at its cost and subject to University’s

prior approval

b. Men’s Basketball Game Day Entitlement

i. Presenting sponsor of one (1) Cal Athletics regular season home game – during

such game, Bank of the West to receive the following:

76487v23

1. On-court presentation to Bank representatives

2. Two (2) videoboard logo & public address recognitions

3. Opportunity to distribute a free premium item to fans, with such items to

be provided by Bank of the West, and subject to Cal Athletics and IMG’s

prior approval

c. In-Game On-Field Promotion – Football – Sponsor of the Bear Growl – All home games

per year

i. Prize to be supplied by Bank of the West

d. In-Game On-Court Promotion – Men’s Basketball – Sponsor of the Bear Growl – All

home conference games per year

i. Prize to be supplied by Bank of the West

e. Videoboard

1. Football – Title sponsorship of the video board at each Cal Athletics regular

season home game such that all references to the video board will be “Bank of

the West BearVision”

2. Football - Feature with Cal Content – Bear Hug – Every game

i. Feature subject to change

3. Football – Replay – Two (2) per game

4. Football – Fan shots with logo inclusion – Four (4) per game

5. Men’s Basketball – Feature with Cal Content – Bear Hug – Every game

i. Feature subject to change

6. Men’s Basketball – Replay – Two (2) per game

7. Men’s Basketball – Fan shots with logo inclusion – Four (4) per game

8. Women’s Basketball – Replay – Two (2) per game

9. Women’s Basketball – Fan shots with logo inclusion – Four (4) shots per game

f. Signage

1. East Field Permanent Signage – Football – One (1) approximately 4’x20’

permanent sign at each Cal Athletics regular season home football game which is

TV visible, provided, however, that no sign by any other sponsor can be larger

than the Bank of the West sign

76487v23

2. Exterior Player Banners – Football – Two (2) banners

3. Videoboard Title Sponsor – Football – Permanent Signage – Permanent signage

above two (2) permanent video boards, with such signage to be the only

permanent signage on top of either video board at each Cal Athletics regular

season home football game in Memorial Stadium

4. Young Alumni Section – Football – Signage to be visible by fans in the section.

a. Will be equal to or comparable to previous Field Level signage as

possible. See Exhibit J diagram.

5. Logo Recognition on all ATM’s in Memorial Stadium

6. PA Announcement with logo recognition on the videoboard – Men’s Basketball

– One (1) per game

7. Center hung LED ribbon digital signage – Men’s Basketball – Two (2) Game

Minutes per game

8. Courtside LED Signage – Men’s Basketball – Two (2) Game Minutes per game

9. Mid-Court Permanent Static Signage – Men’s Basketball – 32’x28’

10. PA Announcement with logo recognition on the videoboard – Women’s

Basketball – One (1) per game

11. Logo Recognition on all ATM’s in Haas Pavilion

12. A diagram of all Bank of the West signage is set forth in Exhibit J and made a

part of this Agreement

g. Digital

1. Web Banners – All Sport – Storyboard & Leaderboard Ad – 1,200,000

impressions

2. Emails – inclusion in three (3) emails per year to the Young Alumni network

3. Social media – six (6) posts per year through the Young Alumni accounts – posts

must have Cal content and be approved by the University

h. Print

1. Game Program – Football – Full page color ad

2 Schedule Card – Football – Sponsor logo recognition on 50,000 Cal Athletics

Football Schedule Cards

3. Season Ticket Book – Football – One (1) full page color ad

76487v23

4. Game Program – Men’s Basketball – Full page color ad

5. Schedule Card – Men’s Basketball – Sponsor logo recognition on 40,000 Cal

Athletics Basketball Schedule Cards

i. Radio

1. One (1) live interview with a Bank representative during one (1) Cal Coaches’

Corner radio broadcast per year separate from the Football Game Day interview

outlined in a) i) 5) above – Football

2. In-Game Feature Entitlement – Football – Pac-12 Scoreboard Report

3. In-Game Live Mention – Football – Two (2) :10 live read

4. In-Game Opening/Closing Billboard – Football – :05 tag line

5. In-Game Spot (Network) – Football – Four (4) :30 spots per game

6. Inside the Locker Room Spot – Football – Two (2) :30 per show

7. In-Game Feature Entitlement – Men’s Basketball – Pac-12 Scoreboard Report

8. In-Game Live Mention – Men’s Basketball –Two (2) :10 live read

9. In-Game Opening/Closing Billboard – Men’s Basketball – :05 tag line

10. In-Game Spot – Men’s Basketball – Three (3) :30 spots per game

j. Tickets/Hospitality

1. Four (4) University Club Season tickets – Football

2. Sixteen (16) Regular Season Tickets – Football

3. Six (6) Season Parking Passes – Football

4. Eight (8) Season Pre-Game Hospitality Passes – Football

5. Four (4) invitations to the Football Banquet

6. Four (4) invitations to the Football Kick-off Reception

7. Four (4) Chairback Season Tickets – Men’s Basketball

8. Eighteen (18) Reserved Season Tickets – Men’s Basketball

9. Six (6) Season Parking Passes – Men’s Basketball

10. Six (6) Hospitality Passes – Men’s Basketball – Pac-12 games only

11. Four (4) invitations to the Cal Men’s Basketball Awards Banquet

76487v23

12. Four (4) Invitations to the Cal Men’s Basketball Tip-off Reception

i. When Reception is held

k. Scholarships

1. Two (2) Bank of the West student-athlete scholarships, to be allocated to one

male athlete and one female athlete annually

2. Bank of the West and Cal Athletics will establish a mutually agreed selection

criteria for these scholarships and name for the scholarship that includes Bank of the

West

3. Bank of the West will have the ability to promote the recipients of these

scholarships including name, academic program, athletic program and background. Any

such publication would require prior review and approval by Cal Athletics

i. Promotion of recipients must comply with NCAA guidelines.

l. Additional tickets

1. Twelve (12) University Club Season tickets – Football; Bank of the West has the

opportunity to request a different breakdown of VIP tickets of equal value at the

beginning of each year, subject to availability. Requests must be made prior to

May 1.

2. University will attempt to honor requests for additional seats or improved

locations for individual events on an ad-hoc and best effort basis, to the extent

that such tickets are available and to the extent that adjustment do not have a

significant financial impact upon University.

m. Miscellaneous

1. Presenting sponsor of the Young Alumni Section in Memorial Stadium at Cal

Athletics regular season home games – Football

i. Opportunity to produce or be included on Young Alumni t-shirts

a. Cost of production of shirt to be paid by Bank of the West

n. Annual Ticket Review

During July of each calendar year in the Term, University’s Cal Athletics unit and Bank of the

West will review the ticket and seat location entitlements outlined below, and upon mutual

agreement would agree to increase or decrease the amounts in order to maintaining the same level

of overall value while matching the then current needs of Bank of the West.

2. California Alumni Association

76487v23

a. Digital

1. Two (2) co-branded dedicated emails per year to a targeted alumni audience –

emails can reach over 150,000 alumni

2. Right rail ad inclusion in e-newsletter sent to over 150,000 alumni – up to four

(4) different newsletters annually

3. Minimum of two (2) Facebook promotions of Bank of the West products – CAA

Facebook page has over 20,000 followers

4. Web site advertising on alumni.berkeley.edu on mutually agreed upon web pages

throughout the year – CAA web site receives over 100,000 visitors per month

b. Direct Mail

1. Two (2) co-branded direct mail pieces per year to a targeted alumni audience –

mailing lists can exceed 300,000 alumni. Mailing to be accomplished by CAA

with production costs to be covered by Bank of the West and content subject to

review and approval by Bank of the West

c. Print

Two (2) full page CALIFORNIA magazine ads during each calendar year in the Term for

full term of this Agreement so long as the magazine is published – magazine is currently

sent quarterly to 100,000 CAA members

1. One (1) ad will receive premium placement on the inside front cover beginning in

2016, with Bank of the West receiving first choice on the issue.

a. Selection of magazine issue for this ad in Year 1 must be made within 30

days of the execution of this Agreement, and for all subsequent years by July

2. One (1) ad will be placed opposite primary content, with Bank of the West receiving

first choice on the issue.

d. On-Site Promotion

1. Bank of the West would have the option to provide a staffed table to promote

approved Cal Alumni Association products up to four (4) times per year

i. This includes access to Game Day Tailgates for football and basketball

3. ASUC Student Union

a. Activities within the Student Union building

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i. Bank of the West will have exclusive sponsorship rights (with regard to the

services described in Exhibit A to all on-site tabling or signage opportunities,

including without limitation, the opportunities listed in Section 3(d), irrespective

of whether Bank of the West elects to occupy a table at the event

b. Bank Branch

i. Exclusive right to open bank branch in 989 sq ft space inside the new student

union, to be designed by Bank of the West, with input from the ASUC Student

Union operations committee, consistent with the Lease Agreement executed

simultaneously with this Agreement and attached as Exhibit K. The payments

specified in Exhibit E of this Agreement include (but do not consist exclusively

of) rent for the Premises.

c. ATM

i. Exclusive right to operate seven (7) ATMs on the Campus, inclusive of not more

than four (4) ATMs located within the Student Union. The Student Union

ATM(s) shall be located on the first floor of the MLK building as depicted in

Exhibit M. Another ATM shall be located in the Haas School of Business at

location depicted in Exhibit M.

d. Student Union Open House – Annual (February)

i. Tabling opportunity

ii. Opportunity to distribute branded promotional item

iii. Speaking Opportunity, should program agenda allow

1. University shall provide Bank of the West with an annual calendar of

events, within sixty (60) days of development by University

e. Access to a minimum of two (2) annual programs within the ASUC Student Union

1. LEAD Center Program

2. Events hosted by the ASUC Student Union Programming Committee

f. Game-Day Promotion/Tailgates

1. Opportunity to distribute branded promotional item

g. Calapalooza – bi-annual event

1. Tabling opportunity

2. Opportunity to distribute a promotional item

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h. Final calendar of ASUC Student Union on-site event subject to approval by ASUC

Student Union

i. Digital

i. Logo placement on departmental web page and feature in the FAQ’s

ii. Rotating ad placement on 8 marketing screens within Martin Luther King (MLK)

Building – 15-20 seconds per ad on a 10 minute rotation

1. Marketing screen locations within MLK – one (1) in the basement, four

(4) in the 1st floor dining area , two (2) on the 2nd floor, by

concierge, one (1) on the 4th floor

iii. Social Media integration through ASUC Student Union Facebook, Twitter and

Instagram accounts occurring a minimum of two (2) times per year

iv. Content and placement of all ASUC Student Union Digital opportunities content

to be created with and subject to approval by ASUC Student Union

4. Recreational Sports

a. Facilities: Exclusive sponsorship rights (with regard to the services described in Exhibit

A to all tabling or signage opportunities, including without limitation, the opportunities

listed in Section 4(b)-(h), organized by Recreational Sports or on premises under the

administrative control of Recreational Sports irrespective of whether Bank of the West

elects to occupy a table at the event

b. Annual On-Site Promotion, Caltopia

1. Exhibitor Space – Two (2) 10’x10’ exhibitor spaces located in the main

exhibitor’s area; includes full operational and hospitality packages

2. Social Media Postings – Bank of the West will be recognized as the Official

Bank of the event on all social media postings via Facebook, Twitter and

Instagram

3. Social Media Advertising – Two (2) geo-targeted advertisements via Facebook.

Includes selected image and company name

4. Event Website – Name and hyperlink included on website

5. Event Guide – Two (2) full page color advertisements in the official event guide,

includes circulation in additional electronic version

6. T-shirt publication – Logo placement on approximately 4,000 pieces

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7. Signage - One (1) 3’x10’ banner placed by Cal Rec Sports at the event; Bank of

the West to provide banner

8. Cal Student Street Team – The Cal Student Street Team will be available to

distribute promotional information during the event

9. Business to Business – Invitation to develop a fully integrated business-to-

business strategy with over 100 participating sponsors and exhibitors

c. Annual On-Site Promotion, The Comfort Zone

1. Email – Company name and hyperlink included

2. Social Media – Company name and activation description included in posts via

Facebook, Twitter and Instagram

3. Social Media Advertising – One (1) geo-targeted advertisement via Facebook;

includes selected image and company name

4. Exhibitor space – Located in the Atrium and Pro Shop area; includes full

operational and hospitality packages

5. Cal Student Street Team – The Cal Student Street Team will be available to

distribute promotional information during the event

6. Employee engagement – Opportunity for employees to volunteer

d. Annual On-Site Promotion, Wellness Happens Here

1. Email – Company name and hyperlink included

2. Social Media – Company name and activation description included in posts via

Facebook, Twitter and Instagram

3. Social Media – One (1) geo-targeted advertisement via Facebook; includes

selected image and company name

4. Exhibitor space – Located in the Atrium and Pro Shop area; includes full

operational and hospitality packages

5. Cal Student Street Team – The Cal Student Street Team will be available to

distribute promotional information during the event

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6. Employee engagement – Opportunity for employees to volunteer

e. Annual On-Site Promotion, Feel the Love

1. Email – Company name and hyperlink included

2. Social Media – Company name and activation description included in posts via

Facebook, Twitter and Instagram

3. Social Media – One (1) geo-targeted advertisement via Facebook; includes

selected image and company name

4. Exhibitor space – Located in the Atrium and Pro Shop area; includes full

operational and hospitality packages

5. Cal Student Street Team – The Cal Student Street Team will be available to

distribute promotional information during the event

6. Employee engagement – Opportunity for employees to volunteer

f. Annual On-Site Promotion, Cal Day

1. Email – Company name and hyperlink included

2. Social Media – Company name and activation description included in posts via

Facebook, Twitter and Instagram

3. Social Media – One (1) geo-targeted advertisement via Facebook; includes

selected image and company name

4. Exhibitor space – Located in the Atrium and Pro Shop area; includes full

operational and hospitality packages

5. Cal Student Street Team – The Cal Student Street Team will be available to

distribute promotional information during the event

6. Employee engagement – Opportunity for employees to volunteer

g. Annual Programs

1. Premier Sponsor, Summer Day Camps

a. T-shirt publication – Logo placement on approximately 4,000 pieces

b. Collateral materials – Logo placement on selected publications

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2. Premier Sponsor, Work Fit (Campus wellness classes)

a. Merchandise – Co-branded towels and bags distributed to approximately

800 participants

h. Print

1. Departmental brochure – Logo placement on approximately 10,000 copies

2. Summer Camp brochure – Logo placement on approximately 20,000 copies

3. Summer Camp postcards – Logo placement on approximately 60,000 copies

4. Faculty and Staff Membership postcards – Logo placement on approximately

20,000 cards

5. Caltopia Event Guide – Two (2) full page color advertisements in the official

event guide, includes circulation to 5,000 Cal students in additional to an

electronic version – see above

i. Digital

1. Departmental website – Rotating logo placement

2. Cal Bears Online Auction – Rotating logo placement

3. Youth Camps website – Rotating logo placement

4. Caltopia website – Company listing and hyperlink

5. Departmental newsletter – One (1) logo placement and promotional offer

6. Email campaigns – Logo and message included on select campaigns for student

and non-student members

j. Signage

The design of all co-branded signage will be mutually agreed upon and will

include the Bank of the West logo

1. Recreational Sports Facility Combatives Fitness Area – Logo placement on co-

branded mural; size 42’ wide by 4’ tall

2. Recreational Sports Facility Atrium – Logo placement on co-branded mural

3. Memorial Stadium Fitness Center – Logo placement on co-branded mural

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k. Cause Related Marketing

1. Summer Camp Scholarships – Bank of the West will be recognized as the official

sponsor of forty (40) summer camp youth scholarships from the Recreational

Sports Development t Fund

5. Cal 1 Card Program

a. The Cal 1 Card is an identification card issued to all UC Berkeley students, staff, faculty

and affiliated individuals. It is also used for non-exempt time keeping, attendance tracking,

and afterhours or secured building access. It is not a debit or credit card, but it can be

loaded with monetary value redeemable at authorized University and non-University

points-of-sale locations. Bank of the West will be the exclusive sponsor (with regard to

the services described in Exhibit A for the Cal 1 Card, including exclusive rights to

participate in all on-site Cal 1 Card tabling opportunities at University events irrespective

of whether Bank of the West elects to occupy a table at the event. Cal 1 Card holders will

not be required to become Bank of the West customers in order to use their Cal 1 Card,

nor will there be any co-branded or affinity banking services resulting from this

Agreement.

b. Digital

1. Logo placement and recognition on the Cal 1 Card website – 27,000 active

account holders

2. Two (2) annual social media campaigns activated through all four "class of ..."

accounts on both Twitter and Facebook

c. Signage

1. One (1) co-branded sign at the Cal 1 Card office

2. Rotating digital signage on two video monitors in the Cal 1 Card office

d. Print

1. Opportunity to place logo and sponsor text on the Cal 1 Card brochure and mini

map

2. One (1) co-branded 4x6 piece to be distributed at the Cal 1 Card office as well as

additional point of contact location including Residential and Student Service

Programs office

e. On-Site

1. Opportunity to staff a table at a proximate location to the Cal 1 Card offices or

any location where the Cal 1 Card is tabling up to six (6) times per year

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2. Opportunity to provide a gift with the Cal 1 Card (e.g. branded lanyard) to be

provided with all issued cards

6. Student Affairs

a. Bank of the West will be the official sponsor (with regard to the services described in

Exhibit A for the Cal Student Programs listed in this Section 6 below, including exclusive rights to all on-

site tabling or signage opportunities, irrespective of whether Bank of the West elects to occupy a table at

an event

b. Two (2) Bank of the West UC Berkeley Internships

1. Bank of the West shall offer two (2) paid summer internships covering ten (10)

weeks long commencing in 2017 through 2025 covering nine (9) annual periods

and would offer one (1) paid summer internship during 2016.

2. Bank of the West and University will mutually agree on the application and

selection process for the internship positions, provided, however, that the

selected intern(s) must be able to verify identification and provide proof of

employment eligibility satisfactory to Bank of the West and satisfactorily clear a

background check, including without limitation the submission of fingerprints to

the United States Federal Bureau of Investigation (the “FBI”) for purposes of a

criminal check. Bank of the West reserves the right to require additional

conditions in accordance with applicable law.

3. Each intern shall have wages paid to them directly by Bank of the West at a rate

to be established annually based on the established internship pay rate established

by mutual agreement between Bank of the West and UC Berkeley student

representatives but not less than the UC minimum wage or the applicable local or

state minimum wage, whichever is higher. This rate will be set at $18.75 per

hour, for an estimated total amount of $7,500 per intern for the 10 week period in

2016. This estimated total amount is subject to variation depending on the

actual hours of work and any applicable overtime pay. The rate for future years

will be established by December of the preceding year (for example for the 2017

internship period, the rate will be established by December 2016), and wage

increases will be based on inflation from current $7,500 per 400 hours.

4. All wages, and to the extent Bank of the West may be required to provide paid

leave, health benefits or any other pay or benefit to any intern, beyond the

minimum wages described herein, exclusive of overtime premium and worker’s

compensation costs, pursuant to applicable law in the future, all such payments

by Bank of the West will be credited to Bank of the West’s financial obligations

outlined in Exhibit E of this Agreement.

5. Notwithstanding the above, to the extent that Bank of the West elects to authorize

overtime payments to interns, the cost of such overtime shall be borne by Bank

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of the West and not credited to Bank of the West’s financial obligations outlined

in Exhibit E of the Agreement.

d. Career Center – Annual Recognition as Berkeley Circle Platinum Level

1. Logo on Career Center Homepage

2. Admission to and high visibility at fairs and recruiting activities

3. Employer of the Week recognition – two (2) times per year

4. Student email service – three (3) times per year

i. These emails will not be used to advertise the bank’s financial services.

e. Bank of the West Bear Opportunity Endowment

1. Funds will be annually contributed to the Bank of the West Bear Opportunity

Fund. Students shall annually receive $5,000 Bank of the West Bear Territory

Scholarships endowed by Bank of the West

2. Endowment will be managed by the University’s Financial Aid & Scholarships

Office (FASO) in consultation with student representatives

3. Scholarships to be awarded on the basis of merit and achievement to students

with financial need

4. Bank of the West would have the ability to promote details about the program

that do not compromise the identity of the recipients including key statistics of

the program (number of students impacted, demographics, educational focus,

amounts granted, balance of the endowment)

5. If the recipient consents, then Bank of the West will be provided the name and

contact information for that recipient, and would have the ability to publish the

name or background of the recipient subject to approval of the recipient and

University

f. Financial Literacy Program

1. Bank of the West shall act as the financial sponsor for this program.

2. Bank of the West shall receive non-personally identifying information about the

program including numbers of individuals participating, total financial

contribution and an overview of the impact to the community. Publication would

be subject to approval by University.

7. UC Berkeley Food Pantry Fund

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1. Bank of the West shall provide funding annually for the CalDining food voucher

program which provides meals to struggling students

2. Bank of the West logo or branding will be visibly incorporated into voucher

distributed by the program

3. Bank of the West would have the option to display signage on location that

details its sponsorship if such signage is approved pursuant to existing University

policies and process regarding naming opportunities and placement of signage.

4. Bank of the West shall receive non-personally identifying information about the

program including numbers of individual participating, total financial

contribution and an overview of the impact to the community. Publication would

be subject to approval by University.

8. Introductions

a. On appropriate occasions but not necessarily on an annual basis, University will provide

introductions for Bank of the West to non-University parties in a position to consider

procurement of financial services bids for financing associated with those parties’

business relationships with University. These introductions would not guarantee awarded

business but would be an opportunity to provide an introduction to respond to the

financing need of the non-University party.

b. Upon request not more often than semi-annually, University will provide Bank of the

West a report of all real estate development projects under discussion between the staff of

the Campus and potential real estate developers for the purpose of confirming that such

introductions are being offered as intended by the parties.

9. Bank of the West’s Capital Operations and Investment in implementation of this Agreement is

i. Estimated to be $1.3M annually in Marketing and Operation Support.

10. Banking Products and Services: Bank of the West shall offer students enrolled at the Campus the

opportunity to utilize a customized student checking product available to Campus students, subject to

additional eligibility requirements determined by Bank of the West.

11. Banking Products and Services for Faculty and Staff: Bank of the West shall make available for

use of Faculty and Staff employed by the Campus all of the following for the duration of the Term of this

Agreement:

a. Bank of the West shall offer Faculty and Staff checking products with benefits not

available to the general public (such as “Bank at Work”), subject to additional eligibility

requirements determined by Bank of the West.

b. Bank of the West will establish a process to make available to new or prospective faculty

members an experienced banker to assist them with initial and ongoing financial needs

76487v23

including but not limited to mortgage financing, retirement planning along with

establishing their day-to-day banking needs

c. Bank of the West will provide University leadership and Deans an opportunity to meet on

their specific needs as it relates to Section 12.b above.

d. These programs will be reviewed on an annual basis.

12. Use of University Marks on Banking Products

a. Bank of the West shall have the non-exclusive ability to issue debit cards, ATM cards and

checks including University Marks, subject to the terms of this Agreement. Bank of the West

shall not issue credit cards bearing the University Marks.

13. Marketing Plan

a. Bank of the West will work to develop an annual marketing plan in order to implement

this Agreement. University shall have the right to reasonably approve or disapprove such

marketing plan within five (5) business days of receipt.

b. Initial 2015 marketing plan will be due to be completed by Bank of the West and within

thirty (30) days of the execution of this Agreement by the parties

c. The first half-year of 2016 (January 1-June 30, 2016) marketing plan will be due to be

completed by Bank of the West by December 15, 2015

d. Subsequent plans will be prepared on a July 1-June 30 basis, to be completed by Bank of

the West (generally commensurate with the end of each spring semester)

14. Student Program Report

a. University will provide Bank of the West with an annual report on the division of funds for the

student programs described in Sections 6 and 7 of this Exhibit B.

i. Report shall include details on programs served, fund allocation, community

impact, and demographics.

15. University and Bank of the West approval: All marketing activities undertaken by the parties

pursuant to this Agreement are subject to the reasonable consent and approval of both parties, except as

otherwise more specifically provided in this Agreement.

16. Opt-outs: With regard to all marketing activities described in this Exhibit B, University shall not

provide or coordinate marketing opportunities with regard to persons who have informed University that

they elect not to receive commercial solicitations from the University or from entities that have contracts

and/or relationships with the University.

17. Specific Products to be provided by Bank of the West

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Consistent with the terms set forth above, Bank of the West shall provide the following services with the

following features (the “University Features”) to the identified customer group set forth below. Annually,

Bank of the West may propose to University modifications to the University Features based upon

presently unforeseen changes to the financial service industry, or customer preferences, as such may

evolve over the Term of this Agreement. University shall consider such proposals in good faith and shall

approve such modifications to the University Features if University determines that such modifications

are appropriate and in the best interest of the applicable customer group.

a. Student Checking for UC Berkeley Students

Bank shall offer students enrolled at the Campus a Student Checking account with the following

benefits, available to qualified applicants who meet Bank of the West’s standard checking

account and debit card eligibility requirements with a valid UC Berkeley Student ID:

• $20 to open a new account, but there is no minimum balance requirement

thereafter

• No monthly service charge with annual presentation of valid UC Berkeley

Student ID

• Debit Card

• Unlimited debit card POS transactions (subject to available balance)

• Unlimited check writing (subject to available balance)

• Unlimited access to Bank of the West ATMs for deposit and withdrawal

transactions with no fee

• Online Banking and Mobile Banking with Bill Pay and P2P capabilities (standard

text messaging and mobile carrier rates may apply)

• Unlimited branch visits

• Toll-free access to Telephone bankers

• Check Safekeeping with no fee

• Discounts on consumer loan rates with automatic payments (All consumer loans

and lines of credit are subject to credit approval)

• Overdraft protection with a linked savings, money market, or Gold Line account

(subject to credit approval)

• Deposits eligible for FDIC insurance up to the maximum established by the

FDIC per depositor and ownership type

76487v23

• No Bank of the West charges for two (2) Non-Bank of the West ATM

transactions per statement cycle

• Rebate of up to $6 per statement cycle on fees for cash withdrawals from non-

Bank of the West ATMs

• Automatic enrollment of customer’s debit card(s) in the Bank of the West

Rewards Program (No annual fee)

i Bank of the West may impose other fees and charges for its deposit products, as

described in Bank of the West’s disclosures and schedules of fees and charges. Bank

of the West will notify University and accountholders of any changes as may be

required by applicable laws, rules and regulations. Bank of the West shall notify

University of such changes prior to notice to accountholders if new fees or changes in

are to be assessed or of any increases of more than 50%.

b. Bank at Work – Employee Banking Program

Bank of the West shall offer eligible faculty and staff employed by the Campus an employee

banking experience with Bank of the West through its Bank at Work Program, available to

qualified applicants who meet Bank of the West’s checking account and debit card eligibility

requirements:

i. Interest-bearing Choice Interest Checking Account

• No monthly service charge for UC Berkeley employees with minimum monthly

direct deposit ($250.00 minimum monthly direct deposit required)

• No minimum balance requirement

• Debit Card

• No charge for Corporate image wallet-style or Cal image (if available) checks, or

$5 discount on other styles (one box per order)

• Free small safe deposit box (subject to availability)

• Unlimited debit card POS transactions (subject to available balance)

• Unlimited check writing (subject to available balance)

• Unlimited access to Bank of the West ATMs for deposit and withdrawal

transactions with no fee

• Online Banking and Mobile Banking with Bill Pay and P2P capabilities (standard

text messaging and mobile carrier rates may apply)

• Unlimited branch visits

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• Toll-free access to Telephone bankers

• Check Safekeeping with no fee

• Overdraft protection with a linked savings, money market, or Gold Line account

(subject to credit approval)

• Deposits eligible for FDIC insurance up to the maximum established by the

FDIC per depositor and ownership type

1. Bank of the West may impose other fees and charges for its deposit products, as

described in Bank of the West’s disclosures and schedules of fees and charges.

Bank of the West will notify University and accountholders of any changes as

may be required by applicable laws, rules and regulations. Bank of the West

shall notify University of such changes prior to notice to accountholders if new

fees or changes in are to be assessed or of any increases of more than 50%.

2. In place of a Choice Interest Checking account, Qualifying Customers also have

the option to incorporate a Signature Checking or Premier Checking account into

the Bank at Work program with minimum balance requirements

ii Reduced lending rates applicable to participants in Bank at Work

1. Up to 0.40% rate discount on select consumer loans (all consumer loans and lines

of credit are subject to credit approval). The following products are not eligible

for the Bank at Work rate discount: Airplane Loans, Credit Cards, Gold Line, 1

position Home Equity Loans/Home Improvement Loans, Savings-CD Secured

and Fixed Rate Loan Options (FRLO).

2. Annual fee waived on Gold Line Account with eligible Bank of the West

checking products – $15 value

3. 0.125% rate discount on mortgage loans with a Bank of the West checking

account that includes a debit card and automatic electronic mortgage payments.

iii Special rates applicable to participants in Bank at Work

1. Up to 0.25% bonus interest rate on select CD terms (min. balance of $10,000)

2. Up to 0.25% bonus interest rate on Money Market Plus Savings account (min.

balance of $10,000)

3. Mortgage Loans: $375 closing cost credit

4. Credit Cards: Get a $25 statement credit when you open a new Bank of the West

credit card and make a qualifying purchase

iv Investment services applicable to participants in Bank at Work

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1. For Advisor Assisted Accounts

• Complimentary financial review by a BancWest Investment Services

Financial Professional (BancWest Investment Services is a wholly

owned subsidiary of Bank of the West)

• A Personalized asset allocation strategy and a portfolio aligned with

customer’s objectives

• As much or as little guidance as the customer needs to feel confident

about customer’s investment decisions

2. For Online Accounts

• Online trades initially as low as $6.95

• Integrated online BancWest Investment Services investing and Bank of

the West banking

• Trade Stocks, Mutual Funds, and options with the help of comprehensive

online third-party research

• Dedicated support when you need it

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EXHIBIT C

SPECIFIC MARKETING AND PROMOTIONAL OPPORTUNTIES/UPP PROGRAM

1. University Partnerships Program (UPP). Bank of the West will be prominently featured in UPP

media that may be developed, including e-newsletters and print newsletters published by University’s

UPP. Bank of the West will be promoted with other UPP preferred providers on a dedicated

microsite (upp.berkeley.edu) that contains information on the benefits made available to UC Berkeley

community members (students, faculty, staff, alumni) from each UPP preferred provider. Digital

marketing and communications regarding the UPP program undertaken by University will link to the

microsite, along with instructions describing how UC Berkeley community members can take

advantage of UPP promotions.

76487v23

EXHIBIT D

UNIVERSITY MARKS

The following Primary Marks may be used in co-branded marks or as otherwise specifically approved by

University in the manner set forth in this Agreement:

Primary Marks

University Partnership Program

UPP

http:upp.berkeley.edu

Cal/Cal Script

Cal Alumni Association

Cal Athletics

ASUC Student Union

Cal Recreational Sports

Cal1Card

Go Bears – subject to approval by University

76487v23

Secondary Marks

(May only be used in association with one of the aforementioned Primary Marks or with an approved co-

branded mark)

University of California, Berkeley

Excluded Marks: The following University Marks are specifically EXCLUDED from use:

• Sideview (aka Silhouette or Walking) Bear Mark:

• Athletic Bear Mark

• ASUC SU Bear Mark

• Oski:

• Other “bear” University of California marks

Marks & Logo Use: Bank of the West may develop and use custom joint (aka co-branded) artwork (i.e.,

co-branded logo) that include the Primary Marks as described in this Exhibit D, subject to the Trademark

Use and Co-brand Guidelines of Exhibit F, or any subsequent Visual Design Guidelines provided by the

Office of Communication and Public Affairs. Joint logo development and use shall be subject to the

terms of the Agreement, including its review provisions. The joint marks may refer to Bank of the West’s

relationship with the University, as described in this Agreement. Bank of the West may use the joint

marks for commercial and marketing programs, subject to the provisions of the Agreement. Bank of the

West shall have the right to use the joint marks in all national markets, consistent with the terms of this

Agreement. Bank of the West may generally use its registered trademarks depicting bears (or discrete

portions thereof such as but not limited to the head of the bear) in co-branding with the University, unless

the specific use would confuse a reasonable viewer into believing that an Excluded Mark is being used.

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76487v23

EXHIBIT E

PAYMENTS BY BANK OF THE WEST TO UNIVERSITY

1. Annual Payments

Subject to the express conditions set forth herein, during the Term of this Agreement, Bank of the West

shall make the following annual payments to University (each an “Annual Payment”), payable to The

Regents of the University of California:

Year Date Range Payment Total

1 July 1, 2015 – June 30, 2016 $1,599,500

2 July 1, 2016 – June 30, 2017 $1,677,000

3 July 1, 2017 – June 30, 2018 $1,777,000

4 July 1, 2018 – June 30, 2019 $1,677,000

5 July 1, 2019 – June 30, 2020 $1,677,000

6 July 1, 2020 – June 30, 2021 $1,827,000

7 July 1, 2021 – June 30, 2022 $1,677,000

8 July 1, 2022 – June 30, 2023 $1,677,000

9 July 1, 2023 – June 30, 2024 $1,877,000

10 July 1, 2024 – June 30, 2025 $1,677,000

a. Student Program Funding

ii $247,000 of each annual payment shall be allocated to student programs to be

mutually agreed upon by University and Bank of the West.

II. Payment Schedule:

a. Jan 1, 2016 - $1,599,500 representing period from the start of term through June 30, 2016

(collectively defined as Year 1); less payment directly to CAA in the amount of $95,379; less credit for

estimated amount paid to student intern of $7,500.

b. Jan 1, 2017 - $1,677,000 representing period from July 1, 2016 through June 30, 2017

(collectively defined as Year 2); less payment directly to CAA in the amount of $100,000; less credit for

76487v23

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

c. Jan 1, 2018 - $1,777,000 representing period from July 1, 2017 through June 30, 2018

(collectively defined as Year 3); less payment directly to CAA in the amount of $105,963; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

d. Jan 1, 2019 - $1,677,000 representing period from July 1, 2018 through June 30, 2019

(collectively defined as Year 4); less payment directly to CAA in the amount of $100,000; less credit for

estimated amount paid to student two interns of $15,000 or such other amount as may be approved by

University.

e. Jan 1, 2020 - $1,677,000 representing period from July 1, 2019 through June 30, 2020

(collectively defined as Year 5); less payment directly to CAA in the amount of $100,000; less credit for

estimated amount paid to student interns of $15,000 or such other amount as may be approved by

University.

f. Jan 1, 2021 - $1,827,000 representing period from July 1, 2020 through June 30, 2021

(collectively defined as Year 6); less payment directly to CAA in the amount of $108,945; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

g. Jan 1, 2022 - $1,677,000 representing period from July 1, 2021 through June 30, 2022

(collectively defined as Year 7); less payment directly to CAA in the amount of $100,000; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

h. Jan 1, 2023 - $1,677,000 representing period from July 1, 2022 through June 30, 2023

(collectively defined as Year 8); less payment directly to CAA in the amount of $100,000; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

i. Jan 1, 2024 - $1,877,000 representing period from July 1, 2023 through June 30, 2024

(collectively defined as Year 9); less payment directly to CAA in the amount of $111,926; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

j. Jan 1, 2025 - $1,677,000 representing period from July 1, 2024 through June 30, 2025

(collectively defined as Year 10); less payment directly to CAA in the amount of $100,000; less credit for

estimated amount paid to two student interns of $15,000 or such other amount as may be approved by

University.

76487v23

EXHIBIT F

TRADEMARK USE GUIDELINES

These provisions apply to the use of University Marks on products, in all forms of media, such as

print advertising or the Internet, and include use of Internet domain names.

The following general provisions pertain to persons and organizations affiliated with the Campus

as well as to outside entities and agencies:

a) The Campus should not be referred to as "Cal Berkeley." Acceptable nominations are "UC

Berkeley," University of California Berkeley," "Berkeley," "Cal," or "California." All variations

of the University's name are trademarks of the University of California Berkeley, and property of

The Regents of the University of California (“UC Regents”).

b) It is unacceptable to combine "Berkeley" with "Bears," "Golden Bears," "Athletics," or any

athletic team designation (i.e., "Berkeley Football"). The athletic teams should only be referred

to as "California Golden Bears," "Cal Bears," or "University of California Golden Bears". The

following trademarks may also be used when referring to the University of California programs

and/or the Campus: "Golden Bears" (the team name), "Go Bears!," "Bear Territory," or "This is

Bear Territory."

c) "University of California" may not be used without specifically indicating the Berkeley

campus (a reference to the Golden Bears is sufficient to indicate the Berkeley Campus).

Examples of correct uses include: "University of California Golden Bears" or "University of

California, Berkeley."

d) The University's marks should always present a positive image.

e) In accordance with the State of California Education Code 92000, the University's name

and/or marks may not be used in any way that could state or imply an endorsement of a business,

social, political, religious or economic movement, activity, program or group, or in advertising

services. Vendors/Entities may be designated as “Sponsor,” “Preferred Provider” or other term

agreeable to the University, which suggests that the entity is a supporter of the University’s

mission of teaching, research, and public service.

f) The University seal is restricted from use on items which could be construed as University

documents, publications, or advertisement except when such documents or publications are used

76487v23

by the University for official University business such as checks, certificates, or rubber stamps.

The University Seal may not be defaced, altered, overprinted, or dismantled in any manner.

g) University marks are not to be associated with alcohol, tobacco, condoms, gambling products,

items which could be used to maim or kill, or that could present a high liability exposure. For

example, University marks should not be used in conjunction with knives, guns, or cigarette

lighters.

h) The University's marks will not be licensed for use in association with certain other mark(s),

words or phrases, for example: the Playboy bunny, Coed Naked, profanity,

ethnic/gender/religious slurs, pro-hazing designs or designs that are deemed to be in poor taste.

Further, art that is in some way degrading or demeaning, or reflects poorly on the UC Berkeley

image, will not be approved.

i) Copyright Requirements: Artwork created by the University are “University” designs and the

UC Regents retain all rights to these designs. Copyright ownership must be attributed to the UC

Regents as follows:

j) In accordance with the Federal Trademark Dilution Act of the United States Patent and

Trademarks Office, modifying or altering the University’s trademarks is prohibited. The

University’s Marks should not be obscured or changed in such a way which would dilute the

integrity of the design or its brand recognition.

k) All designs, which include UC Berkeley’s name and/or other trademarks, and modifications of

previously approved designs must be submitted to the Office of Business Contracts and Brand

Protection (BCBP), for review and approval before such designs are produced, reproduced or

sold. BCBP may seek input from other Campus units/leaders for socially and/or politically

sensitive uses of the University’s Marks before granting approval.

l) The use of the University’s Marks, when used in association with a product or service, may

only be permitted with an appropriate agreement (i.e., trademark license agreement, Letter of

Understanding, etc.), and/or produced by a vendor with an executed license agreement.

m) Pantone colors and additional brand guidelines are available at http://brand.berkeley.edu.

n) University of California Code of Conduct for Trademark Licensees (UC Code) and Fair

Labor Association (FLA): Manufacturers of University-logoed apparel and other merchandise

must comply with the UC Code and become members of the FLA in order to assist the

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University in managing/monitoring fair and equitable labor practices in the production of its

logoed/trademarked goods.

Co-brand logo guidelines:

1. The University's name/logo and other trademarks must be distinct from that of Bank of

the West’s. To that end, the University’s Excluded Marks are prohibited from use.

2. The University logo should always appear to be visually equal to that of Bank of the

West’s logos (i.e., the University logo should never appear subordinate in size).

3. Bank of the West’s logos should not be positioned in such a way that creates confusion as

to the relationship of the parties (i.e., the logos should not appear next to one another or

combined).

4. There should be a clear separation between logos, as appropriate for the specific use.

5. When side-by-side, the logos should be vertically center aligned

6. When stacked, the logos should be horizontally center aligned.

[The remainder of this page left intentionally blank.]

76487v23

EXHIBIT G

BANK OF THE WEST MARKS

76487v23

EXHIBIT H

UNIVERSITY OF CALIFORNIA CODE OF CONDUCT FOR TRADEMARK LICENSEES

(Revised January 5, 2000)

It is the policy of the University of California that trademark licensees for goods produced with UC logos

agree to follow the Code of Conduct issued on January 5, 2000. Administrative guidelines implementing

this policy and incorporating appropriate enforcement mechanisms shall be issued by the President of the

University.

UNIVERSITY OF CALIFORNIA

Code of Conduct for Trademark Licensees

January 5, 2000

Introduction/Notice/Remediation

Standards/Compliance and Disclosure/Verification

I. Introduction: The University of California (“University”) is committed to conducting its

business affairs in a manner consistent with its employee personnel policies and expects its

licensees to conduct their business in a manner consistent with, and follow workplace standards

that adhere to this Code of Conduct (the Code). The Code is subject to amendment to reflect any

subsequently developed standards either by the University or a national higher education

organization whose code the University chooses to adopt.

II. Notice: This Code shall apply to all trademark licensees of the University of California.

Throughout this code the term “licensee” shall include all persons or entities who have entered a

written licensing agreement with the University to manufacture products bearing the name,

trademarks and/or images of the University. Additionally, this Code shall apply to all of the

licensee’s contractors. Throughout this Code the term “contractor” shall include each contractor,

subcontractor, vendor, or manufacturer that is engaged in a manufacturing process that results in a

76487v23

finished product for the consumer. “Manufacturing process” shall include assembly and

packaging.

As a condition of being permitted to produce and/or sell licensed products bearing the name,

trademarks and/or images of the University, each licensee must comply with this Code and ensure

that its contractors comply with this Code. All licensees and contractors are required to adhere to

this Code within six months of notification of the Code and as required in applicable license

agreements.

III. Remediation: If the University determines that any licensee or contractor has failed to remedy a

violation of this Code, the University will consult with the licensee to examine the issues and

determine the appropriate measures to be taken. The remedy will, at a minimum, include

requiring the licensee to take all steps necessary to correct such violations including, without

limitation, paying all applicable back wages found due to workers who manufactured the licensed

articles, and reinstating any worker whose employment has been terminated in violation of this

Code of Conduct. If consultation and agreed upon measures fail to adequately resolve the

violations within a specified time period, the University and the licensee will implement a

corrective action plan on terms acceptable to the University. The University reserves the right to

terminate its relationship with any licensee which continues to conduct its business in violation of

the corrective action plan, in accordance with the terms set forth in the licensee agreement.

IV. Standards: University licensees and their contractors must operate workplaces, and ensure that

their contractors operate workplaces, that adhere to the following minimum standards and

practices:

A. Legal Compliance: University licensees and their contractors must comply, at a

minimum, with all applicable legal requirements of the country in which products are

manufactured. Where this Code and the applicable laws of the country of manufacture

conflict or differ, the higher standard shall prevail. Such compliance shall include

compliance with all applicable environmental laws.

B. Ethical Principles: Licensees shall commit to conduct their business according to a set

of ethical standards which include, but are not limited to, honesty, integrity,

trustworthiness, and respect for the unique intrinsic value of each human being.

C. Employment Standards: The University will do business only with licensees whose

workers are present to work voluntarily, are not at undue risk of physical harm, are fairly

compensated, and are not exploited in any way. In addition, the following specific

guidelines must be followed:

1. Wages and Benefits: Licensees and their contractors must provide wages and

benefits which comply with all applicable laws and regulations and which match

or exceed the local prevailing wages and benefits in the relevant industry or

which constitute a “living wage,” whichever provides greater wages and benefits.

76487v23

2. Working Hours: Except in extraordinary circumstances, employees shall (i) not

be required to work more than the lesser of (a) 48 hours per week and 12 hours

overtime per week, or (b) the limits on regular and overtime hours allowed by the

law of the country of manufacture; and (ii) be entitled to at least one day off in

every 7-day period.

3. Overtime Compensation: In addition to their compensation for regular hours of

work, employees shall be compensated for overtime hours at such a premium rate

as is legally required in that country, but not less than at a rate equal to their

regular hourly compensation rate.

4. Child Labor: No person shall be employed at an age younger than 15 (or 14

where, consistent with International Labor Organization practices for 3

developing countries, the law of the country of manufacture allows such

exception). Where the age for completing compulsory education is higher than

the standard for the minimum age of employment stated above, the higher age for

completing compulsory education shall apply to this section. Licensees agree to

work with governmental, human rights, and non-governmental organizations, as

determined by the University and licensee, to minimize the negative impact on

any child released from employment as a result of the enforcement of this Code.

5. Forced Labor: There shall not be any use of forced labor, whether in the form of

prison labor, indentured labor, bonded labor or otherwise (March 1977 Regents’

Action, University Policy on the Procurement of ForeignMade Equipment,

Materials, or Supplies Produced by Forced Labor, Convict, or Indentured Labor

and Administrative Guidelines issued April 7, 1998).

6. Health and Safety: Licensees and their contractors must provide workers with a

safe and healthy work environment and must, at a minimum, comply with local

and national health and safety laws. If residential facilities are provided to

workers, they must be safe and healthy facilities.

7. Nondiscrimination: Licensees and their contractors shall employ individuals

solely on the basis of their ability to perform the job. Licensees and their

contractors may not discriminate against employees in subsequent personnel

decisions. The pregnancy of an employee shall not be used as a basis for

disciplinary treatment or termination of employment. Licensees and their

contractors shall use their best efforts to reinstate workers who have taken

maternity leave to the same or similar position at the same rate of pay and

benefits. No employee or prospective employee shall be subjected to involuntary

use of contraceptives or pregnancy testing.

8. Harassment or Abuse: Every employee shall be treated with dignity and

respect. No employee shall be subject to any physical, sexual, psychological or

76487v23

verbal harassment or abuse. Licensees will not use or tolerate any form of

corporal punishment.

9. Freedom of Association: Licensees and their contractors shall recognize and

respect the right of employees to freedom of association and collective

bargaining with bargaining representatives of their own choice. No employee

shall be subject to harassment, intimidation or retaliation as a result of his or her

efforts to freely associate or bargain collectively.

V. Compliance: Prior to the date of an annual renewal of a license agreement, the licensee shall be

required to provide the following to the University, as set forth in the license agreement:

A. The company names, owners and/or officers; and addresses, phone numbers, email

addresses and the nature of the business association of all the licensees’ contractors and

manufacturing plants which are involved in the manufacturing process of items which

bear, or will bear, the name, trademarks and/or images of the University; B.

B. Written assurances that it and its contractors adhere to this Code (except that in the initial

phase-in period, licensee must provide such written assurances within six months of

receipt of this Code); and

C. A summary of the steps taken, and/or difficulties encountered, during the preceding year

in implementing and enforcing this Code at each site.

VI. Disclosure:

A. The company names, owners, and/or officers, addresses, and nature of the business

association, including the steps performed in the manufacturing process, of all the

licensees’ contractors and manufacturing plants which are involved in the manufacturing

process of items which bear, or will bear, the name, trademarks and or images of the

university shall be made public information.

B. The Licensee shall be required to report immediately to the University any changes in its

business operations which materially affect the application of this Code, such as the

selection of a new factory. This information will also be made publicly available.

VII. Verification: It shall be the responsibility of each University licensee to ensure its compliance

with this Code, and to verify that its contractors are in compliance with this Code.

Clearly defined methods of internal monitoring, training and independent external monitoring have not

yet been determined by the University and licensee. The University and its licensees shall undertake

efforts to determine and clearly define the obligations associated with the development of adequate

training and monitoring methods, including establishment of a reasonable time frame within which

compliance measures, including internal monitoring and independent external monitoring, will begin.

76487v23

Exhibit I

CAL ALUMNI ASSOCIATION (CAA) AND BANK OF AMERICA

1. CAA will grant MBNA America the limited right to use its Trademarks only, specifically the

CAA logo which includes an image of Sather Tower, only on the credit cards themselves and on

affirmative marketing materials for the credit cards. Additionally, CAA grants a limited license

to include the "Cal" script held by the University as a secondary mark and only in conjunction

with the CAA logo throughout the term, as well as any modified, successor or replacement marks

of the CAA Trademarks then-currently used in the Program. CAA agrees to consult with Bank of

the West prior to making any revisions to such license rights.

2. Cal Athletics Partnership – Affinity Credit Card Marketing

a. Digital:

i. Bank of America will receive 800,000 impressions on Calbears.com per year

ii. Bank of America will receive inclusion in six (6) email newsletters per year

iii. Bank of America will receive four (4) social media campaigns per year on each

of the official Cal Athletics Facebook and Twitter accounts

iv. Bank of America will receive four (4) dedicated emails per year to a minimum of

40,000 people in the Athletics database

b. Tickets:

i. Bank of America to receive four (4) football season tickets and one (1) football

season parking pass

3. Cal Rec Sports Partnership – Affinity Credit Card Marketing

a. Direct marketing to non-student member list of approximately 10,000

76487v23

Exhibit J

Memorial Stadium Signage:

76487v23

Haas Pavilion Signage:

76487v23

Exhibit K

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

LEASE FORM

THE REGENTS AS UNIVERSITY

Lease covers Premises located at:

Martin Luther King Jr. Student Union

2495 Bancroft Way, Ste. 138

Berkeley, CA 94720-4522

Campus for which the space is leased: University of California Berkeley

Bank of the West's Name, Address & Telephone Number:

Bank of the West, a California banking corporation

180 Montgomery Street, 22

Floor

San Francisco, CA 94104

76487v23

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

LEASE AGREEMENT

1. PARTIES. This Lease Agreement (this “Lease”) dated October __, 2015, is by and between BANK OF

THE WEST, a California banking corporation (“Bank of the West” or “Tenant”) and THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA, a California corporation ("University" or “Landlord”).

2. PREMISES: University hereby leases to Bank of the West, approximately, 989 square feet located on

the first floor of the Martin Luther King Jr. Student Union (the “Building”), Retail 2C, 138 (the

“Premises”). The Premises is more specifically described in Exhibit A. For the avoidance of doubt, the

terms of Bank of the West ATMs at the Premises and the Building are included in the Implementation

Agreement.

2.1 Non-Exclusive Use Areas. Bank of the West shall also have the non-exclusive right to

use, in common with other tenants in the Building, any and all of the following areas which may be

appurtenant to the Premises: common entrances, lobbies, elevators, stairways and access ways, loading

and unloading areas, visitor parking areas, ramps, drives, platforms, public restrooms, and common

walkways and sidewalks necessary for access to the Premises (collectively, “Common Areas”).

3. TERM.

3.1 Term. The term of this Lease (the "Lease Term") shall commence on the date (the

“Lease Commencement Date”) that University delivers the Premises to Bank of the West in “Delivery

Condition” as specified in Exhibit B, which date shall not be later than January 4, 2016 (“Lease

Commencement Date”) and ending on the earlier of the tenth calendar year anniversary of that date or

the date of expiration of the UC Berkeley-Bank Of The West Implementation Agreement Pertaining To

UC Berkeley’s University Partnership Program (the “Implementation Agreement”), which date shall be

the date of expiration of this Lease ("Lease Expiration Date"), unless sooner terminated pursuant to any

provision hereof.

3.2 Delay in Possession. Notwithstanding said Lease Commencement Date, if for any

reason University cannot deliver possession of the Premises to Bank of the West on said Lease

Commencement Date, University shall not be subject to any liability therefor, nor shall such failure

76487v23

affect the validity of this Lease or the obligations of Bank of the West hereunder or extend the term

hereof, but in such case, Bank of the West shall not be obligated to pay rent until possession of the

Premises is tendered to Bank of the West; provided further, however, that if University shall not have

delivered possession of the Premises within sixty (60) days from said Lease Commencement Date, Bank

of the West may, at Bank of the West's option, by notice in writing to University within ten (10) days

thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations

hereunder.

3.3 Early Possession. If Bank of the West occupies the Premises prior to said Lease

Commencement Date, such occupancy shall be subject to all provisions hereof, such occupancy shall not

advance the termination date, and Bank of the West shall pay rent for such period at the initial monthly

rates set forth below.

4. RENT. Bank of the West shall pay University, inclusive of rent for the Premises, the payments

specified in Exhibit E of the Implementation Agreement, which payments include (but do not consist

exclusively of) rent (the “Rent.”)

5. SECURITY DEPOSIT. None

6. NOTICES. All notices required by this Lease Agreement shall be transmitted in accordance with the

terms Implementation Agreement; provided, however copies of notices to Bank of the West shall also

be sent to the following addresses:

Bank of the West

Corporate Real Estate

SC-CAL-06-J

300 S Grand Avenue

Los Angeles, CA 90071

Attention: CRE Lease Administration

76487v23

and to:

Bank of the West

180 Montgomery Street, 22nd Floor

San Francisco, California 94104

Attention: Richard Dougherty

7. BANK OF THE WEST IMPROVEMENTS.

7.1 Bank of the West Improvements. After the Lease Commencement Date, Bank of the

West shall construct Bank of the West improvements and make installations in the Premises in

accordance with plans and specifications reasonably approved by Bank of the West and University

(“Plans and Specifications”) and in accordance with those provisions of the attached Exhibit F which

describe construction. The work described in the preceding sentences and the resulting installations are

referred to in this Lease as the “Bank of the West Improvements’, and Exhibit F is referred to herein as

the “Work Requirements.” The Bank of the West Improvements shall be carried out by Bank of the

West in compliance with the Work Requirements attached as Exhibit F (in which Exhibit is contained a

definition of the “Plans and Specifications”), and in compliance with all applicable Laws, subject to minor

variations (i.e., variations that are not inconsistent with the intent of Plans and Specifications) and

changes approved by University in its reasonable discretion. Bank of the West shall require that all of its

contractors and their subcontractors pay their employees not less than the applicable prevailing wage

published by the State of California for all work carried out upon the Premises and in the Building.

7.2 Cost of Bank of the West Improvements. Bank of the West shall install the Bank of the

West Improvements at its sole cost and expense.

7.3 Bank of the West Improvement Warranties. Bank of the West warrants to University

that all materials and equipment furnished by Bank of the West in its improvement of the Premises shall

be new unless otherwise specified in the Work Requirements, and that all of Bank of the West’s work to

be performed under the Work Requirements shall be of good and workmanlike quality, free from faults

and defects, and in accordance with the final Plans and Specifications and the requirements of the Work

Requirements. Any of Bank of the West’s work not conforming to the above standards shall be

considered defective.

76487v23

7.4 Notice of Completion. Bank of the West shall complete construction of the Bank of the

West Improvements within one hundred and twenty (120) days after the Plans and Specifications have

been approved by University and Bank of the West. Bank of the West shall immediately upon

completion of construction give written notice to University of such completion.

7.5 Time Limit and Prior Tenancy. On the Lease Commencement Date, Bank of the West

will take possession of the Premises in the condition required by Sections 8.2 and 8.3 with construction

completed as required in Exhibit F. If Bank of the West’s ability to take possession by the date as set

forth in this provision is delayed as a result of any of the following causes, then the date for delivery

shall be postponed without penalty to Bank of the West for a period of time equivalent to the period

caused by such delay:

(a) acts of University, its agents, or employees;

(b) acts of God which Bank of the West could not reasonably have

foreseen or guarded against;

organizations and which are beyond the control of Bank of the West and which cannot be reasonably

overcome;

(d) restrictive regulations by the Federal Government which are enforced in

connection with a national emergency; or

(e) any delays caused by the FDIC in issuing any approvals which

are necessary for Bank of the West to operate a bank on the Premises.

7.6 Signage. Bank of the West, at Bank of the West’s sole cost and expense, may

install location identification signs in the interior of the Building that are visible from the exterior of the

Building in the locations shown on Exhibit E, so long as the color, size and design thereof are consistent

with the specifications set forth in Exhibit E. Additional signage may be approved in the sole discretion

of the University. Bank of the West shall not affix any sign upon the exterior of the Building without

University’s prior written consent.

8. USE.

8.1 Use. The Premises shall be used and occupied only for a Bank of the West’s bank

branch (the “Branch”) or any other use which, in University's sole opinion, is reasonably comparable,

76487v23

and for no other purpose. The Branch shall be open five (5) days a week and a minimum of forty (40)

hours per week of operations during the Fall and Spring semesters. Bank of the West may reduce

Summer and Holiday Break hours by twenty-five percent (25%) during the seven (7) days a week, for a

minimum of forty-eight (48) hours per week. The Branch shall be closed during the UC Berkeley Energy

Curtailment Period according to the dates set forth each fiscal year by UC Berkeley. Subject to and after

written notice to, consultation with, and receipt of approval from University, Bank of the West may

modify the hours and days of operation of the Branch based on trends of student behavior.

8.2 Compliance with Law and UC Policy.

(a) University warrants to Bank of the West that the Premises, in its state existing on the

Lease Commencement Date, but without regard to the use for which Bank of the West will use the

Premises, does not violate any covenants or restrictions of record, or any applicable building code,

regulation or ordinance in effect on such Lease Commencement Date. If this warranty is violated, then

University shall, after written notice from Bank of the West, promptly, at University's sole cost and

expense, rectify any such violation. If Bank of the West does not give to University written notice of

violation of this warranty within six (6) months from the Lease Commencement Date, the correction of

same shall be the obligation of Bank of the West at Bank of the West's sole cost. The warranty

contained in this Section shall be of no force or effect if, prior to the date of this Lease, Bank of the West

was the owner or occupant of the Premises, and, in such event, Bank of the West shall correct any such

violation at Bank of the West's sole cost.

(b) Except as provided in this Section, Bank of the West shall, at Bank of the West's

expense, comply promptly with all applicable statutes, ordinances, rules, regulations, orders, covenants

and restrictions of record, and requirements in effect during the term or any part of the term hereof,

regulating the use by Bank of the West of the Premises. Bank of the West shall also comply with the

terms of the UCB Lower Sproul Redevelopment Project – MLK Lease Requirements for LEED attached as

Exhibit D regarding the LEED status of the Building. If this warranty has been violated, then University

shall, after written notice from Bank of the West, promptly, at University's sole cost and expense, rectify

any such violation. If Bank of the West does not give to University written notice of violation of this

warranty within six (6) months from the Lease Commencement Date, the correction of same shall be the

obligation of Bank of the West at Bank of the West's sole cost. Bank of the West shall pay all of it

employees who perform work upon the Premises, and shall require all of its contractors who perform

work upon the Premises, not less than the minimum wages specified in the University’s Fair Wage/Fair

Work Plan.

76487v23

8.3 Condition of Premises.

(a) University shall deliver the Premises to Bank of the West clean and free of debris on the

Lease Commencement Date (unless Bank of the West is already in possession) and University further

warrants to Bank of the West that the plumbing, lighting, air conditioning, and heating systems, in the

Premises shall be in good operating condition on the Lease Commencement Date. If this warranty has

been violated, then University shall, after receipt of written notice from Bank of the West setting forth

with specificity the nature of the violation, promptly, at University's sole cost, rectify such violation.

Bank of the West's failure to give such written notice to University within six (6) months after the Lease

Commencement Date shall cause the conclusive presumption that University has complied with all of

University's obligations hereunder.

(b) Except as otherwise provided in this Lease, Bank of the West hereby accepts the

Premises in the condition existing as of the Lease Commencement Date or the date that Bank of the

West takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal,

county and state laws, ordinances and regulations governing and regulating the use of the Premises, and

any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters

disclosed thereby and by any exhibits attached hereto. Bank of the West acknowledges that neither

University nor any agent of University has made any representation or warranty as to the present or

future suitability of the Premises for the conduct of Bank of the West's business.

9. MAINTENANCE AND REPAIRS.

9.1 University and Bank of the West's Obligations. The respective repair and maintenance

responsibilities of University and Bank of the West are set forth in Exhibit C, Summary of Repair and

Maintenance Responsibilities, which by this reference is incorporated herein. University will maintain all

building systems (including but not limited to all fire sprinklers and other fire and life safety systems,

HVAC, mechanical, electrical, plumbing, elevators, water and sewer (the “Building Systems”), all

structural portions of the Building, all portions of the Building other than the interior of the Premises

(including the roof of the Building), the Access Areas, Loading Dock and the common areas of the

Building in good condition and repair during the Lease Term at no cost to Bank of the West. Such

maintenance obligation shall include, without limitations, all necessary cleaning of walls, windows and

electric light fixtures, all necessary scrubbing, mopping and polishing of floors in the Premises, pest

control and replacement of light bulbs on University’s regular schedule for the Building, at no cost to

Bank of the West. Subject to the University’s obligations set forth in this Section, Bank of the West will

maintain the interior portions of the Premises in good condition and repair during the Lease Term. In

76487v23

managing waste generated in the Premises, Bank of the West shall comply in all material respects with

campus Zero Waste Policies as set forth in Exhibit D.

9.2 Surrender. On the last day of the Lease Term hereof, or on any sooner termination,

Bank of the West shall surrender the Premises to University in the same condition as when received,

ordinary wear and tear excepted, clean and free of debris; provided, however, Bank of the West shall

not be obligated to remove the initial Bank of the West Improvements. Bank of the West shall repair

any damage to the Premises occasioned by the installation or removal of Bank of the West's trade

fixtures, furnishings and equipment.

9.3 University's Rights. If Bank of the West fails to perform Bank of the West's obligations

under this Section, or under any other Section of this Lease, University may at its option (but shall not be

required to) enter upon the Premises after ten (10) days' prior written notice to Bank of the West

(except in the case of an emergency, in which case no notice shall be required), perform such obligations

on Bank of the West's behalf and put the same in good order, condition and repair, and the cost thereof

together with interest thereon at the maximum rate then allowable by law shall become due and

payable as additional rental to University together with Bank of the West's next rental installment.

10. ALTERATIONS AND ADDITIONS.

(a) Except for the Bank of the West Improvements, Bank of the West shall not, without

University's prior written consent make any alterations, improvements, additions, or Utility Installations

in, on or about the Premises, except for nonstructural alterations not exceeding $100,000 in cumulative

costs during the term of this Lease. In any event, whether or not in excess of such cumulative cost, Bank

of the West shall make no change or alteration to the exterior of the Building without University's prior

written consent. As used in this Section, the term "Utility Installation" shall mean carpeting, window

coverings, air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air

conditioning, plumbing, and fencing. University may require that Bank of the West remove any or all of

said alterations, improvements, additions or Utility Installations at the expiration of the term, and

restore the Premises to their prior condition. University may require Bank of the West to provide

University, at Bank of the West's sole cost and expense, a lien and completion bond in an amount equal

to one and one-half times the estimated cost of such improvements, to insure University against any

liability for mechanics' and materialmen's liens and to insure completion of the work. Should Bank of

the West make any alterations, improvements, additions or Utility Installations without the prior

approval of University, University may require that Bank of the West remove any or all of the same.

Notwithstanding anything to the contrary herein, Bank of the West shall not be required to remove (i)

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any of the initial Bank of the West Improvements constructed by or on behalf of Bank of the West, and

(ii) any alterations or additions for which Bank of the West has obtained University’s consent unless

University has indicated, at the time of granting such consent, that such removal will be required.

(b) Any alterations, improvements, additions or Utility Installations in, on, or about the

Premises that Bank of the West shall desire to make and which requires the consent of the University

shall be presented to University in written form, with proposed detailed plans. If University shall give its

consent, the consent shall be deemed conditioned upon Bank of the West acquiring a permit to do so

from appropriate governmental agencies, the furnishing of a copy thereof to University prior to the

commencement of the work and the compliance by Bank of the West of all conditions of said permit in a

prompt and expeditious manner.

alleged to have been furnished to or for Bank of the West at or for use in the Premises, which claims are

or may be secured by any mechanics' or materialmen's liens against the Premises or any interest

therein. Bank of the West shall give University not less than ten (10) days' notice prior to the

commencement of any work in the Premises, and University shall have the right to post notices of non-

responsibility in or on the Premises as provided by law. If Bank of the West shall, in good faith, contest

the validity of any such lien, claim or demand, then Bank of the West shall, at its sole expense defend

itself and University against the same and shall pay and satisfy any such adverse judgment that may be

rendered thereon before the enforcement thereof against the University or the Premises, upon the

condition that if University shall require, Bank of the West shall furnish to University a surety bond

satisfactory to University in an amount equal to such contested lien claim or demand indemnifying

University against liability for the same and holding the Premises free from the effect of such lien or

claim. In addition, University may require Bank of the West to pay University's attorneys' fees and costs

in participating in such action if University shall decide it is in its best interest to do so.

(d) Unless University requires their removal, all alterations, improvements, additions and

Utility Installations (whether or not such Utility Installations constitute trade fixtures of Bank of the

West), which may be made on the Premises, shall become the property of University and remain upon

and be surrendered with the Premises at the expiration of the term; provided, however, no ATMs shall

become property of University. Notwithstanding the provisions of this Section, Bank of the West's

machinery and equipment, other than that which is affixed to the Premises so that it cannot be removed

without material damage to the Premises, shall remain the property of Bank of the West and may be

removed by Bank of the West.

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11. INDEMNIFICATION.

11.1 University's Obligation. University shall indemnify, defend and hold harmless Bank of the West,

its officers, partners, agents, and employees from and against any claims, damages, costs, expenses, or

liabilities (collectively “Claims”) arising out of or in any way connected with this Lease including, without

limitation, Claims for loss or damage to any property, or for death or injury to any person or persons,

but only in proportion to and to the extent that such Claims arise from the negligent or wrongful acts or

omissions of University, its officers, agents, or employees.

11.2 Bank of the West's Obligation. Bank of the West shall indemnify, defend and hold

harmless University, its officers, agents, and employees from and against any Claims arising out of or in

any way connected with this Lease including, without limitation, Claims for loss or damage to any

property or for death or injury to any person or persons, but only in proportion to and to the extent that

such Claims arise from the negligent or wrongful acts or omissions of Bank of the West, its officers,

partners, agents, or employees.

12. INSURANCE

12.1 Required Insurance. Bank of the West and the University shall maintain the insurance required

by the Implementation Agreement during the term of the Lease.

12.2 Waiver of Subrogation. Notwithstanding the provisions of Article 11, Bank of the West hereby

waives any right of recovery against the University due to loss of or damage to the property of Bank of

the West when such loss of or damage to property arises out of an act of God or any of the property

perils included in the classification of fire or extended perils (“all risk” as such term is used in the

insurance industry) whether or not such perils have been insured, self-insured or non-insured.

12.3 Exemption of University from Liability. Bank of the West hereby agrees that University

shall not be liable for injury to Bank of the West's business or any loss of income therefrom or for

damage to the goods, wares, merchandise or other property of Bank of the West, Bank of the West's

employees, invitees, customers, or any other person in or about the Premises, nor shall University be

liable for injury to the person of Bank of the West, Bank of the West's employees, agents or contractors,

as a result of any condition of the Premises or the Building, whether such damage or injury is caused by

or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or

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other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or

from any other cause in or about the Premises, whether the said damage or injury results from

conditions arising in the Premises or in other portions of the building of which the Premises are a part,

or from other sources or places and regardless of whether the cause of such damage or injury or the

means of repairing the same is inaccessible to Bank of the West. University shall not be liable for any

damages arising from any act or neglect of any other Bank of the West, if any, of the building in which

the Premises are located.

13. DAMAGE OR DESTRUCTION.

13.1 Definitions.

(a) "Premises Partial Damage" shall herein mean damage or destruction, when and

as determined by University, to the Premises to the extent that the cost of repair is less than 10% of the

then replacement cost of the Premises. "Premises Building Partial Damage" shall herein mean damage

or destruction to the building of which the Premises are a part to the extent that the cost of repair is less

than 10% of the then replacement cost of such building as a whole.

(b) "Premises Total Destruction" shall herein mean damage or destruction, when

and as determined by University, to the Premises to the extent that the cost of repair is 10% or more of

the then replacement cost of the Premises. "Premises Building Total Destruction" shall herein mean

damage or destruction to the building of which the Premises are a part to the extent that the cost of

repair is 10% or more of the then replacement cost of such building as a whole.

event required to be covered by the insurance described in this Section.

13.2 Partial Damage--Insured Loss. Subject to the provisions of Sections 13.4, 13.5 and 13.6,

if at any time during the term of this Lease there is damage which is an Insured Loss and which falls into

the classification of Premises Partial Damage or Premises Building Partial Damage, then University shall,

at University's expense, repair such damage, but not Bank of the West's fixtures, equipment or Bank of

the West Improvements unless the same have become a part of the Premises pursuant to Section 10

hereof, as soon as reasonably possible, and this Lease shall continue in full force and effect.

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13.3 Partial Damage--Uninsured Loss. Subject to the provisions of Sections 13.4 and

13.5 and 13.6, if at any time during the term of this Lease there is damage which is not an Insured Loss

and which falls within the classification of Premises Partial Damage or Premises Building Partial Damage,

unless caused by a negligent or willful act of Bank of the West (in which event Bank of the West shall

make the repairs at Bank of the West's expense), University may at University's option either (i) repair

such damage as soon as reasonably possible at University's expense in which event this Lease shall

continue in full force and effect, or (ii) give written notice to Bank of the West within thirty (30) days

after the date of the occurrence of such damage of University's intention to cancel and terminate this

Lease, as of the date of the occurrence of such damage. In the event University elects to give such

notice of University's intention to cancel and terminate this Lease, Bank of the West shall have the right

within ten (10) business days after the receipt of such notice to give written notice to University of Bank

of the West's intention to repair such damage at Bank of the West's expense, without reimbursement

from University, in which event this Lease shall continue in full force and effect, and Bank of the West

shall proceed to make such repairs as soon as reasonably possible. If Bank of the West does not give

such notice within such ten (10) business day period this Lease shall be canceled and terminated as of

the date of the occurrence of such damage.

13.4 Total Destruction. If at any time during the term of this Lease there is damage, whether

or not an Insured Loss, (including destruction required by any authorized public authority), which falls

into the classification of Premises Total Destruction or Premises Building Total Destruction, this Lease

shall automatically terminate as of the date of such total destruction.

13.5 Damage Near End of Term.

(a) If at any time during the last twelve (12) months of the term of this Lease there

is damage, whether or not an Insured Loss, which falls within the classification of Premises Partial

Damage, University may at University's option cancel and terminate this Lease as of the date of

occurrence of such damage by giving written notice to Bank of the West of University's election to do so

within thirty (30) days after the date of occurrence of such damage; provided, however, any termination

of the Lease and closure of a bank branch at the Premises shall be in compliance with all FDIC

regulations regarding such closures, including, without limitation, any notice requirements to

customers.

(b) Notwithstanding Section 13.5(a), in the event that Bank of the West has an

option to extend or renew this Lease, and the time within which said option may be exercised has not

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yet expired, Bank of the West shall exercise such option, if it is to be exercised at all, no later than

twenty (20) days after the occurrence of an Insured Loss falling within the classification of Premises

Partial Damage during the last six months of the term of this Lease. If Bank of the West duly exercises

such option during said twenty (20) day period, University shall at University's expense, repair such

damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Bank of

the West fails to exercise such option during said twenty (20) day period, then University may at

University's option terminate and cancel this Lease as of the expiration of said twenty (20) day period by

giving written notice to Bank of the West of University's election to do so within ten (10) days after the

expiration of said twenty (20) day period, notwithstanding any term or provision in the grant of option

to the contrary.

13.6 Abatement of Rent; Bank of the West's Remedies.

(a) In the event of damage described in Sections 13.2 or 13.3, and University or

Bank of the West repairs or restores the Premises pursuant to the provisions of this Section, the rent

payable hereunder for the period during which such damage, repair or restoration continues shall be

abated in proportion to the degree to which Bank of the West's use of the Premises is impaired. Except

for abatement of rent, if any, Bank of the West shall have no claim against University to any damage

suffered by reason of any such damage, destruction, repair or restoration.

(b) If University shall be obligated to repair or restore the Premises under the

provisions of this Section and shall not commence such repair or restoration within ninety (90) days

after such obligations shall accrue, Bank of the West may at Bank of the West's option cancel and

terminate this Lease by giving University written notice of Bank of the West's election to do so at any

time prior to the commencement of such repair or restoration. In such event this Lease shall terminate

as of the date of such notice.

13.7 Termination--Advance Payments. Upon termination of this Lease pursuant to this

Section, an equitable adjustment shall be made concerning advance rent and any advance payments

made by Bank of the West to University. University shall, in addition, return to Bank of the West so

much of Bank of the West's security deposit as has not theretofore been applied by University.

13.8 Waiver. Bank of the West waives the provisions of any statutes which relate to

termination of leases when leased property is destroyed and agree that such event shall be governed by

the terms of this Lease.

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14. TAXES.

14.1 Payment of Taxes. University specifically calls to Bank of the West’s attention the fact

that under California law (California Revenue and Taxation Code, Sections 107 and 107.6), this Lease

may create a possessory interest subject to property taxation and that Bank of the West may be subject

to property tax levied on such interest. Bank of the West alone shall pay such tax. If the right is given to

pay any of the taxes, assessments or other impositions which Bank of the West is herein obligated to

pay either in one sum or in installments, Bank of the West may elect either mode of payment.

14.2 Personal Property Taxes. Bank of the West shall pay prior to delinquency all taxes

assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property

of Bank of the West contained in the Premises or elsewhere. Bank of the West shall cause said trade

fixtures, furnishings, equipment and all other personal property to be assessed and billed separately

from the real property of University.

15. OPERATING EXPENSES.

15.1 Definitions. For the purposes of this Section, the following terms are defined as

follows:

(a) Bank of the West's Percentage: The portion of the Building occupied by Bank of

the West pursuant to this Lease.

(b) Direct Expenses: Those expenses reasonably incurred by University with respect

to the maintenance and operation of the Building including, but not limited to, all taxes not otherwise

paid by Bank of the West pursuant to Section 14 of this Lease, insurance, utilities, janitorial services,

supplies, management fees, and compensation (including employment taxes and fringe benefits) of

persons for duties performed in connection with the maintenance and operation of the Building.

15.2 Additional Rent. This is a “net lease.” Bank of the West shall pay Bank of the West’s

Percentage of the cost of Direct Expenses to University. On the Lease Commencement Date, and prior

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to commencement of each fiscal year thereafter, University shall provide Bank of the West with an

estimate of the Direct Expenses for the coming year. Bank of the West shall pay as additional monthly

rent an amount equal to one-twelfth (1/12) of Bank of the West’s Percentage of the estimated Direct

Expenses. As soon as possible after the end of the fiscal year, University shall provide Bank of the West

with a written statement of actual Direct Expenses. Any overpayments shall be credited against

subsequent additional Rent payments, and any underpayments shall be paid by Bank of the West in a

lump sum within thirty (30) days of receipt of said statement. Such overpayments or underpayments

shall be deemed to have accrued during the prior fiscal year and shall be credited to Bank of the West or

become due and payable from Bank of the West, as the case may be, even though the Term of this

Lease may have expired or this Lease may have been terminated prior to Bank of the West’s receipt of

the statement. University further reserves the right to bill Bank of the West for emergency or

extraordinary expenses, even if in excess of the monthly Building Direct Expenses, which sum Bank of

the West shall promptly pay.

15.3 Bank of the West’s Audit Rights. Within ninety (90) days after receipt of

University’s written statement of actual Direct Expenses (the “Statement”), Bank of the West shall have

the right to audit at University’s local offices, at Bank of the West’s expense, University’s accounts and

records relating to Direct Expenses. Such audit shall be conducted by a certified public accountant

approved by University, which approval shall not be unreasonably withheld. If such audit reveals that

University has overcharged Bank of the West, the amount overcharged shall be paid to Bank of the West

within thirty (30) days after the audit is concluded, together with interest thereon at the rate of 10% per

annum, from the date the Statement was delivered to Bank of the West until payment of the overcharge

is made to Bank of the West. In addition, if the Statement exceeds the actual Direct Expenses which

should have been charged to Bank of the West by more than 5%, the cost of the audit shall be paid by

University.

16. SERVICES, UTILITIES.

Services and utilities shall be furnished and the cost borne as outlined in Exhibit C. If any such services

are not separately metered to Bank of the West, Bank of the West shall pay its Percentage of all charges

jointly metered with other premises. In the event of failure by University to furnish, in a satisfactory

manner, any of the services and utilities to the Premises for which University is responsible, Bank of the

West may furnish the same if University has not undertaken to correct such failure within five (5) days

after written notice, and, in addition to any other remedy Bank of the West may have, may deduct the

amount thereof, including Bank of the West's service costs, from rent or other remuneration due

University hereunder.

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17. ASSIGNMENT AND SUBLETTING.

17.1 University's Consent Required. Bank of the West shall not voluntarily or by operation

of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Bank of

the West's interest in this Lease or in the Premises, without University's prior written consent, which

University shall not unreasonably withhold. It shall be reasonable for University to deny consent for any

assignment of this Lease that does not include simultaneous permitted assignment of the

Implementation Agreement. University shall respond to Bank of the West's request for consent

hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance or

subletting without such consent shall be void, and shall constitute a breach of this Lease.

17.2 No Release of Bank of the West. Regardless of University's consent, no subletting or

assignment shall release Bank of the West of Bank of the West's obligation or alter the primary liability

of Bank of the West to pay the Rent and to perform all other obligations to be performed by Bank of the

West hereunder. The acceptance of Rent by University from any other person shall not be deemed to

be a waiver by University of any provision hereof. Consent to one assignment or subletting shall not be

deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of

Bank of the West or any successor of Bank of the West, in the performance of any of the terms hereof,

University may proceed directly against Bank of the West without the necessity of exhausting remedies

against said assignee. University may consent to subsequent assignments or subletting of this Lease or

amendments or modifications to this Lease with assignees of Bank of the West, without notifying Bank

of the West, or any successor of Bank of the West, and without obtaining its or their consent thereto

and such action shall not relieve Bank of the West of liability under this Lease.

17.3 Administrative Fees. In the event Bank of the West shall assign or sublet the Premises

or request the consent of University to any assignment or subletting or if Bank of the West shall request

the consent of University for any act Bank of the West proposes to do, then Bank of the West shall pay

University's reasonable administrative fees (including attorneys’ fee) incurred in connection therewith,

such fees not to exceed $1,000.00 (One Thousand Dollars) for each such request.

17.4. Permitted Transfers. Notwithstanding anything to the contrary contained in

this Lease, University agrees that Bank of the West may assign this Lease or sublet the Premises, or any

portion thereof, without University’s consent, to any entity which controls, is controlled by, or is under

common control with Bank of the West; to any entity which results from a merger of, reorganization of,

or consolidation with Bank of the West; to any entity engaged in a joint venture with Bank of the West;

or to any entity which acquires substantially all of the stock or assets of Bank of the West, as a going

76487v23

concern, with respect to the business that is being conducted in the Premises (hereinafter each a

“Permitted Transfer”). In addition, a sale or transfer of the capital stock of Bank of the West shall be

deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide

financing or capitalization for the benefit of Bank of the West, or (2) Bank of the West is or becomes a

publicly traded corporation. University shall have no right to terminate the Lease in connection with,

and shall have no right to any sums or other economic consideration resulting from any Permitted

Transfer. Additionally, any rights that are personal to Bank of the West shall also accrue to any

Permitted Transferee.

18. DEFAULTS; REMEDIES.

18.1 Defaults by Bank of the West. The occurrence of any one or more of the following

events shall constitute a material default and breach of this Lease by Bank of the West:

(a) Intentionally Omitted.

(b) The failure by Bank of the West to make any payment of Rent or any other

payment required to be made by Bank of the West hereunder, as and when due, where such failure

shall continue for a period of three (3) days after written notice thereof from University to Bank of the

West. In the event that University serves Bank of the West with a Notice to Pay Rent or Quit pursuant to

applicable Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also constitute the notice

required by this subsection.

conditions or provisions of this Lease or the Implementation Agreement to be observed or performed by

Bank of the West, other than described in Section (b) above, where such failure shall continue for a

period of thirty (30) days after written notice thereof from University to Bank of the West; provided,

however, that if the nature of Bank of the West's default is such that more than thirty (30) days are

reasonably required for its cure, then Bank of the West shall not be deemed to be in default if Bank of

the West commenced such cure within said 30-day period and thereafter diligently prosecutes such cure

to completion.

(d) The making by Bank of the West of (i) any general arrangement or assignment

for the benefit of creditors; (ii) Bank of the West becomes a "debtor" as defined in 11 U.S.C. § 101 or any

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successor statute thereto (unless, in the case of a petition filed against Bank of the West, the same is

dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of

substantially all of Bank of the West's assets located at the Premises or of Bank of the West's interest in

this Lease, where possession is not restored to Bank of the West within thirty (30) days; or (iv) the

attachment, execution or other judicial seizure of substantially all of Bank of the West's assets located at

the Premises or of Bank of the West's interest in this Lease, where such seizure is not discharged within

thirty (30) days. Provided, however, in the event that any provision of this Section is contrary to any

applicable law, such provision shall be of no force or effect.

(e) The discovery by University that any financial statement given

to University by Bank of the West, any assignee of Bank of the West, any subtenant of Bank of the West,

any successor in interest of Bank of the West or any guarantor of Bank of the West's obligation

hereunder, and any of them, was materially false.

18.2 Remedies. In the event of any such material default or breach by Bank of the West,

University may at any time thereafter, with or without notice or demand and without limiting University

in the exercise of any right or remedy which University may have by reason of such default or breach;

(a) Terminate Bank of the West's right to possession of the

Premises by any lawful means, in which case this Lease shall terminate and Bank of the West shall

immediately surrender possession of the Premises to University. In such event University shall be

entitled to recover from Bank of the West all damages incurred by University by reason of Bank of the

West's default including, but not limited to, the cost of recovering possession of the Premises; expenses

of reletting, including necessary renovation and alteration of the Premises, and reasonable attorneys'

fees; the worth at the time of award by the court having jurisdiction thereof of the amount by which the

unpaid Rent for the balance of the term after the time of such award exceeds the amount of such rental

loss for the same period that Bank of the West proves could be reasonably avoided.

(b) Maintain Bank of the West's right to possession in which case this Lease shall

continue in effect whether or not Bank of the West shall have abandoned the Premises. In such event

University shall be entitled to enforce all of University's rights and remedies under this Lease, including

the right to recover the Rent as it becomes due hereunder.

laws or judicial decisions of the state wherein the Premises are located. Unpaid installments of Rent and

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other unpaid monetary obligations of Bank of the West under the terms of this Lease shall bear interest

from the date due at the maximum rate then allowable by law.

18.3 Default by University. University shall not be in default unless University fails to

perform material obligations required of University pursuant to this Lease or the Implementation

Agreement within a reasonable time, but in no event later than thirty (30) days after written notice by

Bank of the West to University and to the holder of any first mortgage or deed of trust covering the

Premises whose name and address shall have theretofore been furnished to Bank of the West in writing,

specifying wherein University has failed to perform such obligation; provided, however, that if the

nature of University's obligation is such that more than thirty (30) days are required for performance

then University shall not be in default if University commences performance within such 30-day period

and thereafter diligently prosecutes the same to completion.

19. CONDEMNATION. If the Premises or any portion thereof are taken under the power of eminent

domain, or sold under the threat of the exercise of said power (all of which are herein called

"condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning

authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the

building on the Premises, or more than 25% of the land area of the Premises which is not occupied by

any building, is taken by condemnation, Bank of the West may, at Bank of the West's option, to be

exercised in writing only within ten (10) days after University shall have given Bank of the West written

notice of such taking (or in the absence of such notice, within ten (10) days after the condemning

authority shall have taken possession) terminate this Lease as of the date the condemning authority

takes such possession. If Bank of the West does not terminate this Lease in accordance with the

foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining,

except that the Rent shall be reduced in the proportion that the floor area of the building taken bears to

the total floor area of the building situated on the Premises. No reduction of Rent shall occur if the only

area taken is that which does not have a building located thereon. Any award for the taking of all or any

part of the Premises under the power of eminent domain or any payment made under threat of the

exercise of such power shall be the property of University, whether such award shall be made as

compensation for diminution in value of the leasehold or for the taking of the fee, or as severance

damages; provided, however, that Bank of the West shall be entitled to any award for loss of or damage

to Bank of the West's trade fixtures and removable personal property. In the event that this Lease is not

terminated by reason of such condemnation, University shall to the extent of severance damages

received by University in connection with such condemnation, repair any damage to the Premises

caused by such condemnation except to the extent that Bank of the West has been reimbursed therefor

by the condemning authority. Bank of the West shall pay any amount in excess of such severance

damages required to complete such repair. Condemnation of the Premises shall not be grounds for

termination of the Implementation Agreement, which shall survive such condemnation.

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20. BROKER'S FEE. Bank of the West represents and warrants to University that it has not engaged

any broker, finder or other person who would be entitled to any commission or fees in respect of the

negotiation, execution or delivery of this lease and shall indemnify and hold harmless University against

any loss, cost, liability or expense incurred by University as a result of any claim asserted by any such

broker, finder or other person on the basis of any arrangements or agreements made or alleged to have

been made by or on behalf of Bank of the West. The provisions of this Section shall not apply to brokers

with whom University has an express written brokerage agreement.

21. ESTOPPEL CERTIFICATE.

(a) Bank of the West shall at any time upon not less than ten (10) business days' prior

written notice from University execute, acknowledge and deliver to University a statement written on

University's estoppel certificate form (i) certifying that this Lease is unmodified and in full force and

effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so

modified, is in full force and effect) and the date to which the Rent and other charges are paid in

advance, if any, and (ii) acknowledging that there are not, to Bank of the West's knowledge, any uncured

defaults on the part of University hereunder, or specifying such defaults if any are claimed. Any such

statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the

Premises.

(b) At University's option, Bank of the West's failure to deliver such statement within such

time shall be a material breach of this Lease or shall be conclusive upon Bank of the West (i) that this

Lease is in full force and effect, without modification except as may be represented by University, (ii)

that there are no uncured defaults in University's performance, and (iii) that not more than one (1)

month's Rent has been paid in advance, or such failure may be considered by University as a default by

Bank of the West under this Lease.

of the West hereby agrees to deliver to any lender or purchaser designated by University such financial

statements of Bank of the West as may be reasonably required by such lender or purchaser. All such

financial statements shall be received by University and such lender or purchaser in confidence and shall

be used only for the purposes herein set forth. To the extent publicly available on Bank of the West’s

website or on the FDIC website, Bank of the West shall not be required to deliver the financial

statements to University as required above.

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22. SEVERABILITY. The invalidity of any provision of this Lease as determined by a court of

competent jurisdiction, shall in no way affect the validity of any other provision hereof.

23. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any amount due

to University not paid when due shall bear interest at the maximum rate then allowable by law from the

date due. Payment of such interest shall not excuse or cure any default by Bank of the West under this

Lease, provided, however, that interest shall not be payable on late charges incurred by Bank of the

West nor on any amounts upon which late charges are paid by Bank of the West.

24. TIME OF ESSENCE. Time is of the essence.

25. ADDITIONAL RENT. Any monetary obligations of Bank of the West to University under the

terms of this Lease shall be deemed to be Rent.

26. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease and the Implementation

Agreement contains all agreements of the parties with respect to any matter mentioned herein. No

prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be

modified in writing only, signed by the parties in interest at the time of the modification. Except as

otherwise stated in this Lease, Bank of the West hereby acknowledges that neither the University or any

employees or agents of the University have made any oral or written warranties or representations to

Bank of the West relative to the condition or use by Bank of the West of said Premises and Bank of the

West acknowledges that Bank of the West assumes all responsibility regarding the Occupational Safety

Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable

laws and regulations in effect during the terms of the Lease except as otherwise specifically stated in

this Lease.

27. WAIVERS. No waiver by University or any provision hereof shall be deemed a waiver of any

other provision hereof or of any subsequent breach by Bank of the West of the same or any other

provision. University's consent to, or approval of, any act shall not be deemed to render unnecessary

the obtaining of University's consent to or approval of any subsequent act by Bank of the West. The

acceptance of Rent hereunder by University shall not be a waiver of any preceding breach by Bank of

the West of any provision hereof, other than the failure of Bank of the West to pay the particular Rent

76487v23

so accepted, regardless of University's knowledge of such preceding breach at the time of acceptance of

such Rent.

28. HOLDING OVER. If Bank of the West remains in possession of the Premises or any part thereof

after the expiration of the Lease Term, such occupancy shall be a tenancy from month to month upon all

the provisions of this Lease pertaining to the obligations of Bank of the West.

29. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive but shall,

wherever possible, be cumulative with all other remedies at law or in equity.

30. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Bank of the West

shall be deemed both a covenant and a condition.

31. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting assignment or

subletting by Bank of the West and subject to the provisions of Section 21, this Lease shall bind the

parties, their personal representatives, successors and assigns. This Lease shall be governed by the laws

of the State wherein the Premises are located.

32. SUBORDINATION.

(a) This Lease, at University's option, shall be subordinate to any ground lease, mortgage,

deed of trust, or any other hypothecation or security now or hereafter placed upon the real property of

which the Premises are a part and to any and all advances made on the security thereof and to all

renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such

subordination, Bank of the West's right to quiet possession of the Premises shall not be disturbed if

Bank of the West is not in default and so long as Bank of the West shall pay the rent and observe and

perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its

terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its

mortgage, deed of trust or ground lease, and shall give written notice thereof to Bank of the West, this

Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is

dated prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of

recording thereof.

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(b) Bank of the West agrees to execute any documents reasonably required to effectuate

an attornment, a subordination or to make this Lease prior to the lien of any mortgage, deed of trust or

ground lease, as the case may be. Bank of the West's failure to execute such documents within fifteen

(15) business days after written demand shall constitute a material default by Bank of the West

hereunder.

33. ATTORNEYS' FEES. If either party brings an action to enforce the terms hereof or declare rights

hereunder, the prevailing party in any such action, on trial or appeal, shall be entitled to reasonable

attorneys' fees to be paid by the losing party as fixed by the court.

34. UNIVERSITY'S ACCESS. University and University's agents shall have the right to enter the

Premises at reasonable times upon at least twenty-four (24) hours prior notice for the purpose of

inspecting the same, showing the same to prospective purchasers, lenders, or lessees, and making such

alterations, repairs, improvements or additions to the Premises or to the building of which they are a

part as University may deem necessary or desirable. University may at any time place on or about the

Premises any ordinary "For Sale" signs and University may at any time during the last one hundred

twenty (120) days of the term hereof place on or about the Premises any ordinary "For Lease" signs, all

without rebate of Rent or liability to Bank of the West.

35. EQUITABLE ADJUSTMENT. For the purpose (and only the purpose) of calculating any equitable

Rent adjustments under this Lease, the Rent for the Premises location shall be deemed to be $50,000

(Fifty Thousand Dollars) per year.

36. MERGER. The voluntary or other surrender of this Lease by Bank of the West, or a mutual

cancellation thereof, or a termination by University, shall not work a merger, and shall, at the option of

University, terminate all or any existing subtenancies or may, at the option of University, operate as an

assignment to University of any or all of such subtenancies.

37. QUIET POSSESSION. Upon Bank of the West paying the Rent for the Premises and observing

and performing all of the covenants, conditions and provisions on Bank of the West's part to be

observed and performed hereunder, Bank of the West shall have quiet possession of the Premises for

the entire term hereof subject to all of the provisions of this Lease. The individuals executing this Lease

on behalf of University represent and warrant to Bank of the West that they are fully authorized and

legally capable of executing this Lease on behalf of University and that such execution is binding upon all

parties holding an ownership interest in the Premises.

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38. MULTIPLE TENANT BUILDING. Bank of the West agrees that it will abide by, keep and observe

all reasonable rules and regulations, as designated in Exhibit G which University may make from time to

time for the management, safety, care, and cleanliness of the building and ground, the parking of

vehicles and the preservation of good order therein as well as for the convenience of other occupants

and tenants of the building. The violations of any such rules and regulations shall be deemed a material

breach of this Lease by Bank of the West. Bank of the West shall not use nor permit the use of the

Premises in any manner that will tend to create a nuisance or disturb other tenants of the Building.

39. SECURITY MEASURES. In order to secure property located at the Premises, Bank of the West will

cooperate with University to provide Premises security, theft protection, and emergency procedures in

case of fire or other casualty. Bank of the West will create and maintain a Premises security plan

reasonably acceptable to University. University shall provide Bank of the West’s personnel with the

security clearances, keys and badges necessary for such person to operate the Premises. Bank of the

West acknowledges that the Rent does not include the cost of private guard service or security

measures and that University shall have no obligation whatsoever to provide private security services.

Bank of the West shall have the right to provide supplementary security for the Premises including, but

not limited to, hiring its own security guards, installing additional security devices and establishing its

own security policies and procedures. Bank of the West assumes all responsibility for the protection of

Bank of the West, its agents and invitees from acts of third parties, including without limitation students

of the University. Bank of the West shall fully comply with the University of California Police

Department’s alarm and video/camera policies, including without limitation any requirement to pay fees

or fines associated with police calls generated from false alarms.

40. EASEMENTS. University reserves to itself the right, from time to time, to grant such easements,

rights and dedications that University deems necessary or desirable, and to cause the recordation of

Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do

not unreasonably interfere with the use of the Premises by Bank of the West. Bank of the West shall

sign any of the aforementioned documents upon request of University and failure to do so shall

constitute a material breach of this Lease.

41. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any amount or sum

of money to be paid by one party to the other under the provisions hereof, the party against whom the

obligation to pay the money is asserted shall have the right to make payment "under protest" and such

payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of

said party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal

obligation on the part of said party to pay such sum of any part thereof, said party shall be entitled to

76487v23

recover such sum or so much thereof as it was not legally required to pay under the provisions of this

Lease.

42. AUTHORITY. If Bank of the West is a corporation, trust, or general or limited partnership, each

individual executing this Lease on behalf of such entity represents and warrants that he or she is duly

authorized to execute and deliver this Lease on behalf of said entity. If Bank of the West is a

corporation, trust or partnership, Bank of the West shall, within thirty (30) days after execution of this

Lease, deliver to University evidence of such authority satisfactory to University.

43. CONFLICT. Any conflict between the printed provisions of this Lease and the typewritten or

handwritten provisions shall be controlled by the typewritten or handwritten provisions.

44. EMISSIONS; STORAGE, USE AND DISPOSAL OF MATTER.

44.1 Definitions. For purposes of this Section, the following terms shall be defined as set

forth herein:

(a) The term "Hazardous Material" shall mean include, but shall not be limited to (i) any

material, substance or waste which is or hereafter shall be listed, regulated or defined by Applicable Law

to be hazardous, acutely hazardous, extremely hazardous, radioactive toxic, or dangerous; (ii) asbestos

or asbestos-containing materials; (iii) polychlorinated biphenyls (PCBs); (iv) radon gas; (v) laboratory

wastes; (vi) experimental products, including genetically engineered microbes; (vii) petroleum, natural

gas, or other petroleum product; and (viii) medical waste as defined in the Medical Waste Management

Act, div. 20, chap. 6.1 of the California Health and Safety Code.

(b) The term "Applicable Law" shall include federal, state and local statutes, regulations,

rules, ordinances, and all other governmental requirements.

44.2 Compliance and Response. During the term of this Lease:

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(a) Bank of the West shall comply with Applicable Law in all respects, including, but not

limited to, (i) acquisition of and compliance with all permits, licenses, orders, requirements, approvals,

plans and authorizations which are or may become necessary for conduct of Bank of the West's

operations on the Premises; (ii) compliance with all regulatory requirements relating to such operations

or the substances and equipment used therein or the emissions, emanations and wastes generated

thereby; and (iii) reporting, investigation, and remediation of, or other response to the exposure or

potential exposure, of any person to, or the emission, discharge or other release of any Hazardous

Material into the Premises or the environment.

(b) Bank of the West shall promptly respond to and remedy (by removal and proper

disposal or such other methods as shall be reasonably required) to the satisfaction of applicable

governmental agencies any release or discharge of any Hazardous Material connected with Bank of the

West's operation or Bank of the West's presence on the Premises. All such action shall be done in Bank

of the West's name, and at Bank of the West's sole cost and expense. For purposes of this Section (b),

the term "respond" shall include, but not be limited to, the investigation of environmental conditions,

the preparation of feasibility reports or remedial plans, and the performance of any cleanup,

remediation, containment, maintenance, monitoring or restoration work. Any such actions shall be

performed in a good, safe, workmanlike manner and shall minimize any impact on the businesses or

operations conducted at the Premises. In its discretion, University may, but shall not be required to,

enter the Premises personally or through its agents, consultants or contractors and perform all or any

part of the response activity or remedial action which it feels is reasonably necessary to comply with the

terms of this Lease, and shall be reimbursed for its costs thereof and for any liabilities resulting

therefrom.

notice, request, demand, inquiry or order, whether oral or written, from any government agency or any

other individual or entity relating in any way to the presence or possible presence of any Hazardous

Material on, in, under or near the Premises or the Bank of the West's compliance with, or failure to

comply with, Applicable Law. Receipt of such notice shall not be deemed to create any obligation on the

part of University to defend or otherwise respond to any such notification.

(d) Promptly upon discovery thereof, Bank of the West will notify University of the

discovery of any release, discharge, or emission of any Hazardous Material or of the existence of any

other condition or occurrence which may constitute or pose a significant presence or potential hazard to

human health and safety or to the environment, whether or not such event or discovery necessitates

any report to any other person or government agency.

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44.3 Other Emissions. Bank of the West shall not:

(a) Permit any vehicle on the Premises to emit exhaust which is in violation of any

Applicable Law;

(b) Create, or permit to be created, any sound pressure level which will interfere

with the quiet enjoyment of any real property adjacent to the Premises, or which will create a nuisance

or violate any Applicable Law;

microwave or other radiation which is harmful or hazardous to any person or property in, on or about

the Premises, or anywhere else, or which interferes with the operation of any electrical, electronic,

telephonic or other equipment wherever located, whether on the Premises or anywhere else;

(d) Create, or permit to be created, any ground or Building vibration that is

discernible outside the Premises; and

(e) Produce, or permit to be produced, any intense glare, light or heat except within

an enclosed or screened area and then only in such manner that the glare, light or heat shall not be

discernible outside the Premises.

44.4 Indemnification. Bank of the West shall pay for all costs associated with, and defend

(with attorneys reasonably satisfactory to University), indemnify and hold harmless University from,

claims, damages, expenses, encumbrances, fees, fines, penalties or costs (including, but not limited to,

legal fees; the costs of notice to any other person; the costs of environmental or technical risk

assessment; any cleanup or remedial costs; the costs of any monitoring, sampling or analysis; and any

diminution in property value or losses due to non-rentability arising out of or in any way connected with

the presence of any Hazardous Material on the Premises or Bank of the West's alleged violation of

Applicable Law). This obligation shall not apply, if and to the extent that (a) such claims, damages,

expenses, encumbrances, fees, fines, penalties, or costs arose solely out of conditions existing on the

Premises prior to the commencement of Bank of the West's first possession of the Premises or

conditions created on the Premises after Bank of the West has quit the Premises; and (b) Bank of the

West did not violate any Applicable Law or act negligently with respect to, or otherwise contribute to,

the condition or the hazard posed by the condition. Notwithstanding anything in this Lease to the

76487v23

contrary, the liability of Bank of the West, and any indemnities provided by Bank of the West, shall not

extend to Hazardous Materials (1) that existed in the Premises, Building and/or the land on which the

Building is situated, or (2) that were not placed on the Premises, in the Building or on the land upon

which the Building is situated by Bank of the West, or by any of Bank of the West’s agents, contractors

and employees. In addition, University shall not include in Direct Expenses, or pass on to Bank of the

West directly or indirectly, the cost incurred by University in monitoring, reporting, testing, abating

and/or removing Hazardous Materials that were contained in the Premises, in the Building and/or the

land upon which the Building is situated at the time that the Lease was executed.

44.5 Survival. The duties set forth in this Section shall survive the termination of this Lease.

44.6 Disposal of Other Matter.

(a) Refuse Disposal. Bank of the West shall not keep any trash, garbage, waste or

other refuse on the Premises except in sanitary containers and shall regularly and frequently remove

and dispose of the same from the Premises. Bank of the West shall keep all incinerators, containers or

other equipment used for storage or disposal of such matter in a clean and sanitary condition, and shall

promptly dispose of all other waste.

(b) Sewage Disposal. Bank of the West shall properly dispose of all sanitary sewage

and shall not use the sewage disposal system (i) for the disposal of anything except sanitary sewage, or

(ii) in excess of the lesser of the amount allowed by the sewage treatment works, or permitted by any

governmental entity. Bank of the West shall keep the sewage disposal system free of all obstructions

and in good operating condition.

45. EQUAL OPPORTUNITY CLAUSE. Landlord (to the extent applicable) and Tenant, shall abide by

the requirements of 41 CFR §§ 60

‐

1.4(a), 60

‐

300.5(a) and 60

‐

741.5(a). These regulations prohibit

discrimination against qualified individuals based on their status as protected veterans or individuals

with disabilities, and prohibit discrimination against all individuals based on their race, color, religion,

sex, or national origin. Moreover, these regulations require that covered prime contractors and

subcontractors take affirmative action to employ and advance in employment individuals without

regard to race, color, religion, sex, national origin, protected veteran status or disability. Landlord and

Tenant shall also comply with any applicable requirements set forth in 29 CFR Part 471, Appendix A to

Subpart A.

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46. OFAC LIST. Landlord represents that each of Landlord and its principals, managers, members,

officers, directors, partners and shareholders is not identified on the list of specially designated

nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury

Department, Office of Foreign Assets Control and any other similar list maintained by the Office of

Foreign Assets Control pursuant to any authorizing United States law, regulation or Executive Order of

the President of the United States (“OFAC List”) nor is Landlord or its principals, officers, directors,

managers, members, partners and shareholders subject to trade embargo or economic sanctions

pursuant to any authorizing United States law, regulation or Executive Order of the President of the

United States. Tenant represents that each of Tenant and its principals, managers, members, officers,

directors, partners and shareholders is not identified on the OFAC List nor is Tenant or its principals,

officers, directors, managers, members, partners and shareholders subject to trade embargo or

economic sanctions pursuant to any authorizing United States law, regulation or Executive Order of the

President of the United States.

47. TENANT’S CONTINGENCY. Tenant may terminate this Lease if, within one hundred twenty (120)

calendar days after the full execution of this Lease, Tenant has not obtained from all appropriate

governmental and regulatory entities (including the FDIC and the Office of the Controller) all

discretionary permits and discretionary approvals which are necessary to for Tenant to operate a bank

on the Premises. Upon the full execution of this Lease, Tenant shall immediately and diligently begin

processing such discretionary permits and discretionary approvals and shall use reasonable efforts to

obtain such discretionary permits and discretionary approvals at the earliest possible date. Landlord

shall reasonably cooperate, at no cost to Landlord and at Tenant’s sole cost and expense, with Tenant’s

efforts to obtain such permits and approvals.

48. ABANDONMENT. In the event Bank of the West vacates or abandons the Premises but is

otherwise in compliance with all the terms, covenants and conditions of this Lease, University shall (i) have

the right to enter into the Premises in order to show the space to prospective tenants, and (ii) have the

right, but not the obligation, to terminate this Lease and recapture the Premises.

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The parties hereto have executed this Lease at the place and on the dates specified immediately

adjacent to their respective signatures.

UNIVERSITY

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

By: Date:

Its: Place:

BANK OF THE WEST

By: Date:

Its: Place:

By: Date:

Its: Place:

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EXHIBIT A

DESCRIPTION OF THE PREMISES

Retail 2C – Room 138 approximately – 989 square feet. See attached diagram.

76487v23

EXHIBIT B

CONDITION OF THE PREMISES

989 square feet, finished space, newly remodeled construction, three walls, concrete floor, data outlets,

electrical outlets per code, and one gated door.

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EXHIBIT C

SUMMARY OF REPAIR AND MAINTENANCE RESPONSIBILITIES

76487v23

EXHIBIT D

LEED REQUIREMENTS

76487v23

EXHIBIT E

SIGN LOCATIONS

At a minimum, prominent branch signage will be permitted in the interior of the Student Union building

that is visible from the exterior of the building. The University and Bank of the West have a mutual

interest in publicizing the location of the branch within the Student Union and shall cooperate in good

faith to make the branch location visible to students, the University community, and the public.

76487v23

EXHIBIT F

WORK REQUIREMENTS

1. Definitions. The terms used in this Exhibit F shall have the meanings as defined in the Lease.

2. Improvements. Tenant shall construct all Bank of the West Improvements in accordance with

the Plans and Specifications and the conditions of any applicable governmental approval. Bank of the

West Improvements must satisfy the State Building Code and Federal Americans with Disabilities Act

applicable to the Premises.

3. Construction Plans, Landlord Review, Estimated Costs, Changes and Delay

(a) Tenant, for Landlord’s approval, which approval shall not be unreasonably withheld, shall

provide the complete and detailed proposed Plans and Specifications for the Premises the design of

which shall conform to Tenant's approved program for use of the Premises.

(b) Landlord shall provide Tenant with written notice of its approval or disapproval of the Plans and

Specifications within ten (10) business days after receipt of such Plans and Specifications from Tenant. If

Landlord disapproves the Plans and Specifications, Landlord shall notify Tenant thereof within the ten

(10) business day period of any matters as to which the Plans and Specifications fail to conform to

Landlord's construction requirements or otherwise fail to meet with Landlord’s reasonable approval.

(d) During construction Landlord and Tenant's Representative (as defined below) shall confer

periodically regarding the progress of the Work. Landlord's Representative may request changes,

modifications or alterations to the Plans and Specifications by written change order delivered to Tenant,

but no such change shall be made without the approval of Tenant, which approval shall not be

unreasonably withheld. Tenant shall approve or deny each Landlord change order within two (2)

business days, by written notice to Landlord's designated representative, Teri Mathers, or such other

person substituted for Teri Mathers ("Landlord’s Representative").

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(e) If Landlord requests that Tenant clarify or refine the Plans and Specifications, then Tenant's

Representative shall meet with Landlord for the purpose of clarifying or refining the Plans and

Specifications within two (2) business days after Tenant's receipt of Landlord's request therefor. No

such clarification or refinement shall be deemed to be a change order.

(f) If Landlord determines that the Plans and Specifications must be changed as a result of

omissions or errors in the Plans and Specifications, then Tenant shall, at Tenant's cost, prepare and

submit to Landlord revised Plans and Specifications correcting any such omission or error. Landlord shall

approve or disapprove such revised Plans and Specifications within two (2) business days after receipt

and shall not unreasonably withhold its approval.

Landlord shall not be responsible for any delays in the time for completion of construction.

4. Approval of Plans by Public Authorities. Tenant shall obtain approval of the Plans and

Specifications for the Premises from all appropriate government agencies, and a copy of the Plans and

Specifications, as approved, shall be dated and initialed by both Landlord and Tenant. Tenant shall

exercise due diligence in obtaining any such approval.

5. Quality of Work. All Work performed hereunder shall be done in a good and workmanlike

manner, free from faults and defects and in accordance with the Plans and Specifications. All materials

and equipment installed in the Bank of the West Improvements shall be new unless otherwise specified

in the Plans and Specifications.

6. Landlord's Access During Construction. Landlord at all times shall have access to the Premises

during the construction of the Bank of the West Improvements. Tenant shall provide to Landlord, at the

earliest practicable time but in no event later than ( ) days prior to the date of Substantial

Completion, Tenant’s best estimate of the date of Substantial Completion.

8. Notice of Non-Responsibility. Landlord may post such notices of non-responsibility as it

reasonably deems appropriate in the Premises during the construction provided for herein.

76487v23

10. Responsibility for Damage. If Tenant installs equipment in the Premises prior to completion of

the Work hereunder, Tenant shall bear the risk of loss to such equipment other than as a result of

negligence or willful misconduct by Landlord, its agent or contractors.

76487v23

EXHIBIT G

LANDLORD'S RULES AND REGULATIONS

1. Sidewalks, doorways, vestibules, halls, stairways and similar areas shall not be obstructed by

tenants or used for any purpose other than ingress and egress to and from the leased premises and for

going from one to another part of the building.

2. Plumbing fixtures and appliances shall be used only for purposes for which constructed, and no

sweepings, rubbish, rags or other unsuitable material shall be thrown or placed therein. Damage

resulting to any such fixtures or appliances from misuse by a tenant shall be paid by Tenant, and

Landlord shall not in any case be responsible therefor.

3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors, or

other part of the building, except of such color, size and style and in such places as shall be first

approved in writing by Landlord.

4. Directories will be placed by Landlord, at its own expense, in conspicuous places in the building.

No other directories shall be permitted unless previously consented to by Landlord in writing.

5. Tenant shall not do, or permit anything to be done in or about the building, or bring or keep

anything therein, that will in any way increase the rate of fire or other insurance on the building, or on

property kept therein, or obstruct or interfere with the rights of, or otherwise injure or annoy, other

tenants, or do anything in conflict with the valid pertinent laws, rules or regulations of any governmental

authority.

6. Landlord shall have the power to prescribe the weight and position of iron safes or other heavy

equipment, which shall in all cases, to distribute weight, stand on plank strips at least two inches thick.

Any damage to the building caused by installation or removal of Tenant's property, or done by Tenant's

property while in the building, shall be repaired at the expense of Tenant.

7. Tenant shall notify the building manager when safes or other heavy equipment are to be taken

in or out of the building, and the moving shall be done under the supervision of the building manager,

76487v23

after written permit from Landlord. Persons employed to move such property shall be approved by

Landlord.

8. Corridor doors, when not in use, shall be kept closed.

9. No furniture, packages, or bulky material of any kind will be received in the building or carried

up or down stairs or in the elevators, except in the manner and at the times specified by Landlord.

10. Each tenant shall cooperate with Landlord's employees in keeping leased premises neat and

clean. Tenants shall not employ persons for the purpose of such cleaning.

11. To insure orderly operation of the building, no ice, mineral or other water, towels, newspapers,

etc., shall be delivered to any leased premises, except by persons appointed or approved in writing by

Landlord.

12. Should Tenant require telegraphic, telephonic, annunciator or other communications service,

Landlord will direct the electricians where and how wires are to be introduced and placed, and none

shall be introduced or placed except as Landlord shall direct. Electric current shall not be used for power

or heating without Landlord's prior written permission.

13. Landlord shall, at reasonable hours, have the right to enter premises leased to Tenant, to

examine same or to make such alterations and repairs as may be deemed necessary, or to exhibit the

same to prospective tenants.

14. Tenant shall not make or permit any improper noises in the building, or otherwise interfere in

any way with other tenants, or persons having business with them.

15. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds

or animals shall be brought into or kept in or about the building.

76487v23

16. No machinery of any kind shall be operated on leased premises without the prior written

consent of Landlord, nor shall Tenant use or keep in the building any inflammable or explosive fluid or

substance.

17. Landlord reserves the right to rescind any of these rules and make such other and further rules

and regulations as in its judgment shall from time to time be needed for the safety, protection, care and

cleanliness of the building, the operation thereof, the preservation of good order therein, and the

protection and comfort of its tenants, their agents, employees and invitees.

18. Zero Waste Goal: Tenant shall provide and utilize only recyclable paper bags, 100% recycled

durable plastic or cloth reusable bags that are approved by ASUC Auxiliary (ASUC) and Campus Recycling

and Refuse Services (CRRS), and cardboard boxes. Tenant shall not fill the bags or boxes with marketing

flyers or advertisements. Tenant will not sell, provide, or utilize any single use or disposable plastic bags

or items made of Styrofoam.

Tenant should carry and have for purchase to the maximum extent possible reusable, refillable,

recycled, recyclable, repairable, rechargeable, and compostable merchandise. Merchandise should

include but not limited to paper products, notebooks, readers, binders, clothing, office products,

electronics, mugs, bpi certified compostable items, and compostable liner bags throughout all locations

operated or controlled by Tenant. Quarterly, ASUC , CRRS, and Tenant will research, review, and

identify merchandising to meet this goal.

Tenant shall be responsible to promote, market, train, provide signage, and educate their staff, patrons,

and campus community with respect to reducing waste, reuse, refills, recycling, composting and the

campus zero waste by 2020 goals in all areas under the control of the Tenant. Tenant shall provide

incentive and promotional programs, such as discounts for the use of reusable bags or mugs, take back

programs for products sold (i.e. used batteries and electronics), discounted refillable pens, pen refills,

and for other similar products. Tenant shall provide monthly publicity events to educate and encourage

patrons and campus community with respect to waste reduction, recycling, composting, and zero waste

practices.

Tenant shall ensure full use, training, and participation with the waste reduction, compost, and recycling

services provided by CRRS for all areas under the control of Tenant, including, but not limited to, all sales

and merchandise areas, warehouse, storage rooms, break areas, and offices. Annually, ASUC, CRRS and

Tenant shall measure the usage of landfill, waste reduction, reuse, repair, compost, recycling services

throughout all locations operated by the Tenant in accordance with the diversion reports and develop

Tenant action plans in order to meet the campus zero waste goals by 2020.To the extent that the

following items are under the control of Tenant, Tenant shall donate and keep records of all items

donated.Tenant shall be Green Business Certified with Alameda County

(http://www.greenbusinessca.org/).

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Exhibit L

ATM TERMS

1. ATM Locations

a. Exclusivity. No new ATMs will be permitted on the Campus during the term of the agreement

except those operated by Bank of the West. Any existing non-Bank of the West ATMs will be

phased out upon expiration of applicable leases and agreements.

b. Number of ATMs. Bank of the West shall operate seven (7) ATMs on the Campus,

inclusive of not more than four (4) ATMs located within the Student Union. The Student Union

ATM(s) shall be located on the first floor of the MLK building as depicted in Exhibit ___.

Another ATM shall be located in the Haas School of Business at location depicted in Exhibit

____.

c. Specific locations. Locations shall be proposed by Bank of the West and are subject to the

University’s approval, which approval may be withheld in the sole discretion of the University.

2. Installation Costs. Bank of the West shall pay all costs associated with the installation of the ATM(s),

inclusive of all internal recharges by the University for design, construction and inspection services.

The amount of such recharges shall be calculated at the same rate as recharges paid interdepartmentally

within the Campus, without mark-up. Waiver of such recharges for one location shall not operate as a

waiver of the general obligation to pay such recharges.

3. Operating Costs. Bank of the West shall pay all operating costs associated with operation of the ATMs,

except that University shall provide unmetered electrical service to each ATM.

4. Rent. Rent for up to seven (7) separate ATM locations is included in the payments to be made pursuant

to the Implementation Agreement, regardless of the specific number of ATMs placed in each such

location. Rent for additional locations shall be negotiated separately from the Implementation

Agreement.

5. Directional Signage Indicating ATM Locations.

a. When University updates directional signage and on-campus maps according to University’s

regular schedule for such updates, University shall show the location of the ATMs on signage and

maps, at the University’s expense. In the event that Bank of the West requests accelerated

updating of directional signage and on-campus maps, University shall update (at Bank of the

West’s cost and expense) directional signage and on-campus maps as reasonably possible to show

the locations of the ATMs. The location of all updated directional signage showing ATM

locations shall be determined in consultation with Bank of the West.

b. Bank of the West shall have the right to adorn the wall within which ATM(s) reside for marketing

and branding purposes. The specific design of such adornment is subject to the approval of the

University, and may vary depending upon the characteristics of the specific location. The goals

of such adornment shall be to call attention to the location of the ATM and to emphasize the

status of Bank of the West as University’s official consumer bank.

6. Equipment Requirements.

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a. All equipment must be new when installed and be UL approved.

b. All equipment must be designed and operated in accordance with State and Federal law,

including without limitation all requirements for access by the disabled.

c. The cleanliness of all equipment must be maintained to the highest industry standard.

7. Construction Activity. All construction and design activity related to ATM installation and removal

must be performed by licensed contractors and in accordance with all of the requirements for Tenant

Improvement work set forth in the Lease pertaining to work in the Student Union.

8. Hazardous Materials. Any use of disposal of Hazardous Materials shall be in accordance with the

provisions set forth in the Lease.

9. Relocation. University may require the relocation of any ATM installed in any location, at the expense

of the University.

10. Use of University Trademarks. Any use of University trademarks in connection with the operation of

the ATMs shall conform to the terms of the Implementation Agreement.

11. Taxes. Bank of the West shall be responsible for payment of all assessed taxes, including without

limitation possessory interest taxes, assessed as a result of operation of the ATMs.

12. Cash. All cash transported to and stored within the ATMs shall be the property of Bank of the West,

and Bank of the West shall have sole responsibility for the handling of cash. Bank of the West shall

bear all risk associated with loss or destruction of such cash.

13. Campus Alarm Policy. UCPD will provide police response to all alarms. Bank of the West will be

responsible for any fees incurred due to false alarms. The current schedule for false alarm activation is:

a. Six-month false alarm cycles (July 1

– December 31

; January 1

– June 30

)

b. First two false alarms in each cycle are exempt from incurring fines

c. The third false alarm in each cycle incurs a $75 fine

d. The fourth false alarm in each cycle incurs a $100 fine

e. The fifth and additional false alarms in each cycle incur $125 fine each

Further details on the campus alarm policy can be found at:

http://police.berkeley.edu/programsandservices/CAP/index.html

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Exhibit M

ATM Locations

ASUC Student Union:

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Haas School of Business: