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PROPOSAL FOR BANKING SERVICE <br />Tab 2: Independence of Proposer <br />A. Describe any business, investment or family relationships with the City, City <br />officials, appointed employees or department heads. <br />MAMBA/EST <br />Chris Randall's father, Gerald Randall, is a partner in the law firm Randall & <br />Goodrich, with the city attorney, William Goodrich. This partnership also banks with <br />Bank of the West. <br />B. Describe any formal independence guidelines used by your institution. <br />Policy: Conflict of Interest <br />Revised: September 11, 2011 <br />Our reputation for honesty and integrity is the sum of the personal reputations of <br />every Bank of the West team member. You should manage your personal and <br />business affairs to avoid situations that might lead to an actual, potential or perceived <br />conflict between self-interest and responsibility to customers, the community or Bank <br />of the West. <br />A conflict of interest arises in situations where personal activities or outside interests <br />may directly or indirectly influence judgment in carrying out your responsibilities for <br />Bank of the West. The appearance of a conflict of interest may be just as damaging <br />to our reputation as a real conflict. While we depend on you to be the primary judge <br />of your own conduct, this policy and these guidelines have been developed with the <br />intention of providing you with uniform guideposts that help prevent conflicts which <br />could result in reputational, regulatory or legal risk for Bank of the West, team <br />members or customers. <br />It is our policy that team members (including accounts or legal entities in which you <br />control or hold 20% or more of the capital or the voting right) will not engage, directly <br />or indirectly, in any activity, outside interest, financial relationship or investment that <br />conflicts with Bank of the West's interests, competes with Bank of the West, or <br />interferes with your Bank of the West responsibilities, whether or not there is any <br />personal financial or other gain to the team member. Additionally, team members <br />and their immediate families (defined as spouse, domestic partner, child, parent, <br />grandparent, grandchild, sibling, and step and in-law relations of same, and any <br />other person dependent upon a team member or living in their home for more than a <br />year) should avoid entering into relationships, transactions or situations where it may <br />appear that they are improperly benefiting from their relationship with Bank of the <br />West or which are in violation of laws governing fiduciary relationships. You should <br />avoid using Bank of the West's name in any manner, which may imply our <br />endorsement of any outside activity or product. You should also avoid discussing <br />and/or communicating the affairs of Bank of the West with anyone, including through <br />Internet social media sites unless there is a legitimate business reason for that <br />person to know. <br />5IPage <br />