Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
PIGGYBACKING AGREEMENT
PIGGYBACKING AGREEMENT This Piggybacking Agreement ("Agreement") is made and entered into this 20th day of April, 2023 by and between the City of Clearwater, Florida (the "City"), and Wells Fargo Bank, N.A. ("Bank") for an effective start date of October 1, 2023. RECITALS: A. On or about November 14, 2022, Bank entered into a Master Banking Services Agreement with the City of Hollywood, Florida ("Hollywood") to provide banking and treasury management services ("MBSA"), procured and awarded through a competitive and open procurement process; and B. The City represents that it will enter into the Agreement with Bank, piggybacking on the MBSA pursuant to Florida law. AGREEMENT: NOW THEREFORE, in consideration for the mutual promises contained herein, the parties agree as follows: 1. Services Purchased: Bank shall provide to the City the banking and treasury management services, as specified in the MBSA (including all Exhibits and Addendum) and the Pricing Schedule, attached as exhibit B to the MBSA. A copy of the MBSA (including all Exhibits and Addendum) is attached as Exhibit A to the Agreement and incorporated herein. 2. Payment: Payment to the Bank shall be made in accordance with Section 6 of the MBSA. 3. Terms and Conditions of MBSA Apply: Except as set forth herein, all provisions of the MBSA are incorporated in and shall apply to this Agreement as though fully set forth herein, including that all references to the City of Hollywood, Florida shall mean the City of Clearwater. For the avoidance of doubt, the Agreement will not be affected by any subsequent amendments to or termination of the MBSA, which will be applicable solely to the relationship between City of Hollywood, Florida and Bank. Any subsequent amendment or modification to the Agreement must be made in accordance with the terms hereof and would be subject to any applicable restriction or limitation under applicable law. 4. Term: This Agreement shall commence on October 1, 2023 by the parties and shall continue until September 30, 2028 with the parties having the option to mutually agree in writing to renew for three (3) additional two (2) year terms. 5. Conflicts: If there is a conflict between the terms and conditions of Exhibit A and the terms and conditions of this Agreement, those of this Agreement will control. If there is a conflict among terms and conditions within the documents that make up Exhibit A, such conflict will be resolved as set forth in Exhibit A. 1 6. Notices: All notices to the City shall be sent to: The City: Jay Ravins Finance Director 100 S. Myrtle Ave., Clearwater, FL 33756 jay.ravinsCa myclearwater.com Bank: Vincent Mattio Director J Relationship Manager Government Banking 100 South Ashley Drive, 10th Floor Tampa, FL 33602 vincent.mattio@wellsfargo.com IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. WELLS FARGO BANK, N.A. By: Title: 2) 4--et--1-0 r CITY OF CLEARWATER, FLORIDA By: Title: 2 Countersigned: Brian J. Aun , r. d Mayor Approved as to form: ctA/ 1A14 David. Margolis City Attorney CITY OF CLEARWATER, FLORIDA By: Attest: City Manager c.dCly( pitu� Rosemarie Call City Clerk EXHIBIT A (A copy of the City of Hollywood MBSA [including all Exhibits and Addendum]) 3 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F MASTER BANKING SERVICES AGREEMENT This Master Banking Services Agreement (this "Agreement") is entered into as of the 14th day of November , 2022 by and between Wells Fargo Bank, N.A. ("Bank"), a national banking association authorized to do business in the State of Florida and City of Hollywood, Florida ("City"), a municipal corporation of the State of Florida. RECITALS WHEREAS, City issued RFP No. 4718 -22 -SS for the provision of banking services on March 9, 2022, (the "RFP") to which the Bank submitted its response dated April 7, 2022 (the "Bank's Response," further described below); WHEREAS, on the basis of the Bank's Response, City has determined to engage the Bank to provide certain banking services (each, a "Service" and collectively, the "Services") all as provided in the RFP and the Bank's Response; WHEREAS, Bank has agreed to provide the Services to City, and City has agreed to accept the Services, upon the terms and conditions set forth in the Bank's Response and set out in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which, each of Bank and City expressly acknowledge, each of Bank and City hereby agree as follows: 1. Entire Agreement. Any and all Recital clauses stated above are true and correct and are incorporated in this Agreement by reference. Bank shall provide, and City shall accept, the Services pursuant to the terms and conditions of the "Service Documentation" which includes the following documents which are attached and incorporated herein in their entirety: a. This Master Banking Services Agreement, including all Exhibits and Schedules to this Agreement; and b. The Bank's Response, collectively attached as: (i) Exhibit A, including all exhibits and addendum which are incorporated by reference herein, including the Service Description for each Service (each, a "Service Description"), (ii) the commercial account agreement for the deposit accounts that the City maintains at Bank (the "Deposit Agreement"), (iii) and the Pricing attached as Exhibit B (the "Pricing Schedule"); and c. The RFP (attached as Exhibit C). If there is a conflict among the documents that make up the Service Documentation, the documents will govern in the order set forth above. This Agreement constitutes the entire agreement between Bank and City and supersedes all prior representations, conditions, warranties, understandings, proposals or agreements regarding a Service and the transactions contemplated hereunder. No course of dealing or waiver of any right on one occasion will constitute a modification of the above referenced documents or be a waiver of that right on a subsequent occasion. 2. Services; Additional Services. If City requests and Bank agrees to provide additional services after the date of this Agreement, the additional services, and the pricing for the additional services shall be established in a separate written agreement that shall become part of the Service Description, and the 1 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F terms and conditions thereof shall be deemed to be incorporated herein by reference without the need to either otherwise amend this Agreement or to add such service descriptions, pricing or other documents as attachments to this Agreement. 3. Changes to Services or Service Descriptions/Deoosit Agreement. Except as otherwise set forth herein, Bank may change (or add to) the terms in the Service Descriptions and Deposit Agreement at any time. If an enhancement to a Service or other change requires a change to a Service Description or Deposit Agreement, Bank will post an updated Service Description or Deposit Agreement on the CEO portal. Notwithstanding the above, Bank will not make a material change to the Services affecting similarly situated customers (the materiality of such change to be determined in Bank's reasonable discretion) that would negatively affect City's ability to use the Services provided to City under this Agreement, without providing City with reasonable prior notice of such change and obtaining City prior consent, which City agrees will not be unreasonably withheld; provided however, that such consent will not be required for any modifications that are required by applicable law, rule, or regulation, that are immaterial in nature, or that are material but do not negatively affect City's use of the Services, in which case, Bank will provide City with prior reasonable notice of such modification when required by applicable law. if City continues to use a Service after the change takes effect, City will be bound by the change, except as otherwise agreed to by Bank and City. If City discontinue using the affected Service before the change becomes effective, City will not be bound by the change. Under no circumstances shall the City be bound to changes in the Service Description or Deposit Agreement that conflict with this Agreement; should a conflict exist, the order of precedence provision shall control. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by- laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules. 4. Term. This Agreement shall have an initial term of six (6) years beginning on October 1, 2022, and ending on September 30, 2028, with the parties having the option to renew for three (3) additional two (2) year terms. Bank and City must mutually agree to any renewal, which shall be on terms and conditions mutually agreed upon by Bank and City in writing. In the event the Services are scheduled to end because of the expiration of this Agreement, Bank shall continue to deliver the Services upon the request of the City for no more than 90 days beyond the expiration date of this Agreement, unless otherwise agreed to by both parties in writing. The Bank shall be compensated for the Services at the rate in effect when this extension clause is invoked by the City. 5. Termination of Agreement. The City shall have the right to terminate this Agreement immediately for any of the following reasons: a. Bank fails to promptly provide the Services to City in accordance with the Service Documentation; b. Bank violates any law, rule or regulation in connection with the provision of the Services to City; c. Bank fails to cooperate in good faith upon receiving any reasonable request for information or service from the City that is in accordance with the Bank's policies and procedures; or DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F d. Bank's officers or employees engage in improper actions, which in the reasonable opinion of City adversely affect City's interest, or endanger the structure of Bank (such as a spin-off or merger which materially affects the Services provided to City in accordance with the terms of the Service Documentation). The City shall have the right to terminate this Agreement at any time for any reason, including termination for convenience, by giving 30 days prior written notice. If this Agreement is terminated by the City, as provided herein, the Bank shall be paid for the work completed as of the date of termination. The Bank shall have the right, in its sole discretion, to terminate this Agreement for convenience by giving written notice to City at least 180 days prior to the effective date of such termination and shall have the right to suspend or terminate any Service in accordance with the Service Documentation. The Bank shall also terminate this Agreement for cause: a. After the Bank notifies the City of a breach of any provision of the Service Documentation or any other agreement with the Bank, and the City fails to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to the City if: i. The Bank reasonably suspects that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity, ii. The City becomes subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or the City enters into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. The Bank determines in its sole discretion that continuing to provide a Service may place the Bank at risk of financial Toss or result in an unacceptable credit exposure, iv. Any guaranty of the City's obligations to the Bank ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v. The Bank determines in its sole discretion that a material adverse change has occurred in the City's ability to perform its obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed. The termination of a Service will not affect the City's or the Bank's respective rights with respect to transactions occurring before the termination. The Bank will not be liable to the City for any losses or damages the City may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) of the Master Agreement for Treasury Management Services. 3 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F In the event this Agreement or a Service is terminated by Bank, Bank shall be paid for any services performed through the termination date specified in the written notice of termination. 6. Pricine/Pavment. 6.1. Bank shall perform the Services for the agreed upon pricing as set forth in the Bank's Response. Except as otherwise agreed to between City and Bank, Bank may debit City's account(s) with Bank for any fees not covered by earnings credits or it may send an invoice to City for such amounts, which City will promptly pay. Pricing for the Services will remain fixed for the initial and renewal term of the Agreement for all services with the exception of the recoupment which has been waived for the initial contract term only. Upon execution of this Agreement, Bank shall waive the first six (6) months of analysis fees as well as waive the implementation fees for all new Services, if implemented within the first 12 months of execution of this Agreement. Bank reserves the right to modify pricing to reflect the impact of any changes in law, regulations or interpretations thereof by providing 30 days' notice of any such modification to City. Bank also reserves the right to change its pricing methodology, including element IDs for a particular service, so long as the change does not increase the total price of such service to City. 6.2.The City shall have the option of using either a noninterest -bearing account (NIB) or a Government Advantage Interest Checking account (GAIC), and can switch between them as the interest rate environment changes. The Bank -managed ECR is in the Bank's sole discretion which is set intemally each month after evaluating a combination of factors, including the 91 -Day Treasury Bill rate, the Fed Funds rate, sweep rates, and other market indicators. 6.3 Set Off Rights: As described in the Service Documentation, Bank shall have the right to set off or deduct funds from City accounts for obligations incurred under this Agreement. Bank agrees that it will make written demand for such payments three (3) days or more in advance of any withdrawal of funds from a City account to cover any such obligation. The Bank may comply with the requirement to provide written demand by providing City with a monthly account analysis statement. Should City dispute any charge, it will provide written notice to Bank and Bank will work in good faith with City to resolve such dispute before withdrawing funds from City accounts to cover such obligation. 7. Bank's Liabilitv/Indemnification. 7.1 Bank will only be liable to City for City's direct monetary losses due to Bank's negligence or intentional misconduct resulting from or relating to this Agreement, except to the extent caused by the negligent acts, omissions, or willful misconduct of the City, its officers, employees, agents, or employees. Except as expressly provided otherwise in the Service Documentation, neither party to this Agreement will be liable to the other party for any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses or damages, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 7.2 During the term of this Agreement, Bank will indemnify, defend and hold harmless City and its officers, directors, employees, agents and assigns (the "Indemnified Parties") from and against all claims, losses, demands, liability, judgments, awards, interest, attorney's fees and costs (collectively, "Losses") arising out of, or resulting from the performance of the services provided hereunder which are, in each case, directly caused in whole or in part by the negligent or intentional misconduct of Bank or any of its officers, directors, employees, agents, or DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F subcontractors, except to the extent such Losses are caused by the negligence or intentional misconduct of any Indemnified Party. 7.3 During the term of this Agreement, Bank will indemnify, defend and hold harmless the Indemnified Parties against any allegation that materials or services provided by the Bank under this Agreement infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual, property or proprietary right of any third party. Notwithstanding the foregoing, Bank shall have no liability for such infringements or violations based on (i) any unauthorized alteration or modification of the materials or services by any party other than Bank, (ii) use of the materials or services in any manner other than as permitted under this Agreement, (iii) use of the materials or services in combination with any equipment or software not authorized by Bank or reasonably intended for use with the materials or services, or (iv) Bank's compliance with specific information or instructions provided to Bank by any Indemnified Party. 7.4 In no event will Bank be liable under this Agreement or in 7.2 or 7.3 above for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to Bank, and regardless of the form of the claim or action or the legal theory on which it is based. 7.5 If any Indemnified Party determines to seek indemnification from Bank under 7.2 or 7.3 above, the Indemnified Party shall provide written notice of the suit, claim or action to Bank as soon as practicable but in any event not later than ten (10) business days following the Indemnified Party's receipt of notice of such suit, claim or action. Said written notice shall specify in detail: (i) the facts constituting the basis for the allegations and (ii) if known, the aggregate amount of Losses for which a claim is being made, or to the extent that such Losses are not known or have not been incurred at the time such claim is made, an estimate, to be prepared in good faith and accompanied by supporting documentation, of the aggregate potential amount of such Losses. 7.6 In the case of any suit, claim or action for which indemnification is sought by Indemnified Party under 7.2 or 7.3 above, the Indemnified Party shall permit Bank to assume and control the defense or settlement of such suit, claim or action at Bank's expense. The Indemnified Parties and Bank shall reasonably cooperate in the investigation. pre-trial activities. trial. compromise. settlement, discharge and/or defense of any suit, claim or action for which indemnification is sought under 7.2 or7.3 above, and the records and employees of the Indemnified Parties shall be made reasonably available to Bank with respect to such defense. 5 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 8. Miscellaneous. 8.1 Law, Jurisdiction, Venue, Waiver of Jury Trial. The Service Documentation will be governed by substantive federal laws, regulations and rules and, to the extent such laws, regulations and rules are not applicable, those of the State of Florida, without regard to conflicts of laws principles. Any portion of the Service Documentation which is inconsistent with applicable laws, regulations or rules will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to City as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable, it will not affect the enforceability of the remaining Service Documentation. Venue for any action arising out of or relating to this Agreement shall lie in state or federal courts in or for Broward County, Florida. BY ENTERING INTO THIS AGREEMENT, CITY AND BANK HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 8.2 Notice. All written notices required in this Agreement shall be sent by hand delivery, overnight mail, or certified mail, return receipt requested, and If sent to the City, shall be mailed to: David E. Keller City of Hollywood Director of Financial Services 2600 Hollywood Blvd, RM 119 Hollywood, FL 33020 If sent to the Bank, shall be mailed to: Wells Fargo Bank, N.A. Stephen Lenehan 450 S. Australian Ave, 7th FL West Palm Beach, FL 33401 Phone: (954) 541-0921 Fax: (561) 650-2367 8.3 Counterparts. This Agreement may be executed in any number of counterparts, which when taken together shall constitute one complete original of this Agreement. This Agreement may be executed and delivered via facsimile or any electronic means, such as email. 8.4 Materiality and Waiver of Breach. Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm's-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and important to the formation of this Agreement, and each is, therefore, a material term of this Agreement. Either party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. To be effective, any waiver must be in writing signed by an authorized signatory of the party granting the waiver. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 8.5 Public Records. The City is a public agency subject to Chapter 119, Florida Statutes. The Bank shall comply with Florida's Public Records Law. Specifically, the Bank shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (b) Upon request from the City's custodian of public records, provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in state law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Bank or keep and maintain public records required by the City to perform the service. If the Bank transfers all public records to the City upon completion of the Contract, the Bank shall destroy any duplicate public records that are exempt or confidential and exempt from public record disclosure requirements. If the Bank keeps and maintains public records upon completion of the Contract, the Bank shall meet all applicable requirements for retaining public records. All record stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology system of the City. IF THE BANK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE BANK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, PATRICIA A. CERNY, MMC, CITY CLERK, CITY OF HOLLYWOOD, 2600 HOLLYWOOD BLVD., HOLLYWOOD, FL 33020, (954) 921-3211, PCERNY@HOLLYWOODFLORG. 8.6 Rights in Documents and Work. Upon completion of this Agreement, Bank shall transfer, at no cost, to City all financial public records related to the Services provided by Bank pursuant to the Agreement in possession of Bank or keep and maintain public records required by City to perform the Services. 8.6.1. If Bank transfers all public records to City upon completion of the contract, Bank must destroy any duplicate confidential information or records that are exempt from public records disclosure except those duplicate records which Contractor must keep to comply with its regulatory and legal obligations and which will be destroyed in accordance with Contractor's enterprise record retention program. 8.6.2. If Bank keeps and maintains public records upon completion of this Agreement, Bank must meet all applicable requirements for retaining public records. 8.6.3. All records stored electronically must be provided to City, upon request from City's custodian of public records, in a format that is compatible with the information technology systems of City. 7 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA1 8797F97F 8.7 Severability. In the event any of the provisions of this Agreement or Service Documentation are determined by a court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Agreement, and the remainder of this Agreement shall continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion of such provision shall materially and adversely affect the rights of a party, such party may elect, at its option, to terminate this Agreement in its entirety. 8.8 Audit Rights. City shall have the right to audit the books, records, and accounts of Bank that are related to this Agreement and as may be necessary in order to record complete and correct entries related to this Agreement and performance under this Agreement. All such financial and accounting books, records, and accounts shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so. Bank shall preserve and make available, at reasonable times within Broward City, Florida, for examination and audit, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for at least three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Any audit or inspection pursuant to this section may be performed by any City representative (including any outside representative engaged by City). Bank hereby grants City the right to conduct such audit or review at Bank's place of business, if deemed appropriate by City, with reasonable prior notice and subject to Bank's privacy, information security and other applicable policies. Notwithstanding the foregoing, nothing in the Agreement authorizes the City or any other persons authorized by the City to have any on-site access to any of Bank's secure data, computer systems, networks architecture, information security systems and procedures or secure facilities. Bank will not be obligated to allow on-site physical audits or inspections of Bank's facilities and any audit, inspection or investigation of Bank's financial books and records in Bank's possession shall only be related to the Services provided to City by Bank and shall be with reasonable prior notice and subject to Bank's privacy, information security and other applicable policies. 8.9 No Partnership or Joint Venture. It is understood and agreed that nothing contained in this Agreement shall be deemed or construed as creating a partnership or joint venture between City and Bank or any other party, or cause either party to be responsible in any way for the debts and obligations of the other party. Bank shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement. 8.10 No Third -Party Beneficiaries. There are no third -party beneficiaries created or entitled by this Agreement, and only the specific parties hereto shall have any rights or standing to enforce this Agreement or any provision thereof. 8.11 Sovereign Immunity. Except to the extent sovereign immunity may be deemed to be waived by entering into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by City nor shall anything included herein be construed as consent by City to be sued by third parties in any matter arising out of this Agreement. City is a political subdivision DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F as defined in Section 768.28, Florida Statutes, and shall be responsible for the negligent or wrongful acts or omissions of its employees pursuant to Section 768.28, Florida Statutes. 8.12 Use of Name. Bank will not use the name, insignia, symbols, or images of City or any of its employees, or any variations or combination thereof for any purpose whatsoever without City's prior written consent. 8.13 Assignment. This Agreement shall not be assigned in whole or in part by either party without the express written consent of both parties, which consent shall not be unreasonably withheld or delayed; however, that Bank may assign this Agreement without City's consent in connection with a merger, acquisition, or corporate restructuring involving all or substantially all of the assets of Bank; provided that any assignee shall be in compliance with the terms of this Agreement as of the date of such assignment. Each of the parties hereto agrees to be bound by the terms and conditions of this Agreement, as of the above written date. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. CITY OF HOLLYWOOD WELLS FARGO BANK, N.A. DocuSigned by: c a' r 1S1U IUL name: wazir Isnmael, Ph.D. Title: City Manager EP ATT` DocuSipned by: q e-aair+ A. Va t 784415EE2C0C47E... 0 Name: Patricia A. Cerny, MMC, City Clerk By: Name: S'fephen Lenehan Title: Senior Vice President DS APPROVED AS TO FORM AND LEGAL SUFFICIENCY for the use and reliance of The aty of Hollywood, Florida only. DocuSiyned by: 1 P 'LIS G81ti/54.0 OS 31026A9847F142a , City Attorney [TOW 9 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F EXHIBIT A Bank's Response to City's RFP (dated April 7, 2022) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO City of Hollywood Response to Request for Proposal for Banking Services RFP -4718 -22 -SS April 7, 2022 Submitted by: Stephen Lenehan, Senior Vice President Relationship Manager 561-650-2364 stephen.lenehan@wellsfargo.com Jacqueline Kobialko, Senior Vice President Treasury Management Sales Consultant 954-654-1645 jacqueline.kobialko@wellsfargo.com m 2022 Wells Fargo Bank, N.A. All rights reserved. Deposit products are offered through Wells Fargo Bank, N.A., Member FDIC. Wells Fargo Bank, N.A. is a banking affiliate of Wells Fargo & Company. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F r Hollywood, Florida FORM 1 SUBMITTAL CHECKLIST FORM Bid RFP -4718 -22 -SS The items below are required components of your solicitation response in order for your bid/proposal/submittal to be consider responsive and responsible. Please complete and submit this submittal checklist form as the cover page of your submittal with all of the items below in the order listed. Please indicated Yes or No in the "Submitted (Yes/No)" column below to indicated which required components were provided with your submittal. Submitted (Yes/No) Required Bid Components Yes This completed Submittal Checklist Form as the cover page of your submittal. Yes A Table of Contents that clearly identifies each section and page number of your submittal. Yes Information and/or documentation that addresses and/or meets the requirements outlined in Section III — Scope of Work/Services, including any procedural or technical enhancements/innovations which do not materially deviate from the objectives or required content of the Scope of Work/Services. Include the following sections: Section 1 - Bank Qualifications Section 2 - Management and Staff Qualifications and Experience Section 3 - Quality and Adequacy of Products and Services Offered Section 4 - Implementation Process and Costs Yes Completed Forms Form Submittal Checklist Form Form 2 Acknowledgement and Signature Page Form 4 Vendor Reference Form Form 5 Hold Harmless and Indemnity Clause Form 11 W-9 Form 12 Cost Worksheet Form 13 Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits Form 14 Independence Affidavit Yes Certificate(s) of insurance that meet the requirements of Section 2.17 Yes Proof of State of Florida Sunbiz Registration This checklist is only a guide, please read the entire solicitation to ensure that your submission includes all required information and documentation. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO April 7, 2022 Steve Stewart, Chief Procurement Officer City of Hollywood 2600 Hollywood Blvd. Room 303 Hollywood, FL 33020 Dear Steve, Stephen Lenehan Senior Vice President Relationship Manager Wells Fargo Bank, N.A. 450 S. Australian Ave. Seventh Floor West Palm Beach, FL 33401 Wells Fargo is pleased to present the City of Hollywood (the City) our response to your Request for Proposal (RFP) for Banking Services. With the submission of this response, we are expressing our strong interest in continuing our role as the City's primary treasury management and depository bank. In our response, we demonstrate how we have the full array of financial products you seek, as well as a strong dedication to delivering excellent customer service. You will continue to be supported by our knowledgeable team that's committed to government customers. Because we're the incumbent provider for your banking services, you have seen firsthand how we provide frequent two-way communication, timely issue resolution, and best practice recommendations to help increase the use of technology. For these reasons, the City and many other Florida municipalities look to us when seeking innovative banking solutions. Delivering high-quality service to the City The City has outlined various services needed to fulfill your current and future banking needs. We can deliver a complete scope of financial solutions that meet your needs, which we detail in the following section. Online banking portal Our online banking portal offers single sign -on access to more than 50 bank applications. With treasury information reporting, authorized users can view balances, transactions, statements, and reports. Additionally, the City can originate stop payments, wires, and ACH transactions. 0 2022 Wells Fargo & Company. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Expertise and ability Our Government Banking (GB) team works with approximately 5,500 customers across our footprint of 39 states and the District of Columbia. Your relationship manager, Stephen Lenehan, and your treasury management sales consultant, Jackie Kobialko, have more than 35 years of combined government banking experience. We are available for problem resolution and consultation throughout your relationship with Wells Fargo, and we are committed to having sufficient resources available every day to serve the City's needs. We recognize that in order to be successful, we must not only offer the right products to meet your needs, but also deliver high-quality service. We will continue to provide the City dedicated customer service and progressive technological interaction. Our partnership and support approach We are committed to helping the City achieve your goals not only through products and services, but also through a partnership approach that gives you the in-depth, consultative services you need to remain successful for the long term. The City is a valued customer and will always be our primary focus. Our support approach is structured around this concept, helping to ensure that all aspects of your relationship are handled with the utmost priority, quality, and professionalism. No matter how many Wells Fargo products and services you use, you will have just one team to call when you have an issue to resolve. As part of our effort to retain our relationship with the City, Wells Fargo is offering a competitive, managed earnings credit rate (ECR) and managed interest rate, as well as waiving your treasury management fees for the first six months following the new contract start date, recoupment fees (FDIC -related) for the initial contract term, and implementation fees for any new services implemented within the first year of the new contract. • Government Advantage Account ECR — 0.40% (managed rate) • Interest rate on excess balances — 0.20% (managed rate) • Recoupment fees — Waived for initial contract term (average savings of $3,400 per month) • Retention credit — Six months of waived treasury fees (estimated savings of $33,000) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F In summary As the largest public funds depositor in Florida, and because we have knowledge and insight from our current relationship with the City, we are confident in our ability to exceed your expectations. We want to help you choose the right combination of services for your organization, backed by the dedicated service you deserve. We understand the scope of services to be performed and commit to performing the work within the specified time period. Should you have any questions or require clarification on any aspect of our proposal, please don't hesitate to reach out to me. Sincerely, -<f44--Z.__. Stephen Lenehan Senior Vice President Government Banking DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 3.1 Project description 1 3.2 Minimum criteria 2 3.3 Banking services 4 3.4 Submission requirements 24 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Appendix Cost worksheet Tab A Required forms and documents Tab B Availability schedule Tab C Disclosures Tab D Account agreements and service descriptions Tab E DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.1 Project description Treasury Management T#e City sseeking responses from qualified and experienced banking institutions to pro' king Services. The term of the banking services agreement awarded under this solicitation snail be for an initial period of six (6) years, with three (3) two-year renewal periods if mutually y the parties, All fees shall remain the same throughout the initial and any renewal s of the agreement. The City reserves the right to cancel the agreement for convenience atanytime upon shirty (30) days advance notice. We acknowledged and agree. City of Hollywood 1 1 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.2 Minimum criteria Treasury Management Re o meet the following minimum criteria will not be rank €ignated as a "Qualified Public Depository" by the Florida Department of Financial ices pursuant to the requirements of the Florida Security for Public Deposits Act (Chapter 280 of the Florida Statutes). We confirm. b) Have total assets exceeding $20 billion. We confirm. c} Maintain a full-service bank branch office within Br City of Hollywood, Florida. We confirm. and County, preferably ithin the d) Have adequate organization, facilities, equipment and personnel to insure prompt and icient services to the City. The City reserves the right before recommending any award pct the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications, terms and conditions. Access to the depository must be in accordance with Wells Fargo's security policies, processes, and protocols; access to secured areas of the depository or banking systems will not be permitted. e a minimum of three years of successful experience in providing bankin vernmental entities and/or businesses of a similar complex structure;. thin the State of Florida. We confirm. We confirm. We confirm. City of Hollywood 1 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Include the following techn©Ic ACH Positive Pay, and Lockbox We confirm. y requirements: daily reconciliation, services. City of Hollywood 1 3 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.3 Banking services Treasury Management 3.3.1Account information The City a' combination of concentration, zero -balance, and disbursement accounts as �s separate bank accounts. The City reserves the right to open additional accounts during the contract period at the price proposed. We acknowledge and agree. Deceits to the concentration account will be retained in that account until thefunds tecome available at which time, they will be considered collected balances. Any balances remaining in the concentration account at close of business, including wire transfers received before the Federal Reserve cutoff may be automatically invested in an overnight investment instrument by the Rank. We acknowledge and agree. Zero -balance accounts vrdll be reimbursed from or swept by the concentration accou close of a business.day. Transfers between the accounts will be charged to the City as internal transfers and not as external wire transfers. All zero -balance account transfers wilt utomatically without initiation by the City. We acknowledge and agree. An earnings credit will be granted on the available balance in the concentration account at 6:f3 3 PM EST (including any EFT transfers received after 6:00 PM EST). The balance at 6:00 PM EST is interpreted to include any EFT transfers received during the day, less any outgoing EFT's. We calculate the City's earnings credit on a monthly basis. The daily earnings credit rate {"ECR") specified for the available funds on deposit wi on the Target Federal Funds Rate plus or minus a set spread. Wells Fargo is offering the City a managed rate structure. We set our managed ECR internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate, other indexes, and competitor ECRs. We set the rate at our discretion and may adjust it during the month to react to market changes. City of Hollywood 14 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management In event that the concentration account is a negative balance, then interest charged on any overdrawn balances will be calculated using the same formula as the earnings credit allowance. There will not be hard penalties assessed, such as overdraft fees, on any negative balance. We do not charge for daylight overdrafts. We do charge for both overdrafts and the use of uncollected funds (UCF), and we set overdraft fees on a per item basis. However, as part of our incentive package, we will waive the City's overdraft fees. The standard interest rate is based on the prime lending rate +3%. The formula for our UCF fee uses that interest rate basis as the overdraft rate, applying this formula: (average daily negative collected balance x overdraft rate x days in period) _ (360) = UCF fee All per item charges will remain fixed over the life of any resulting contracts. An adjustment in per item charges may be necessary based on price changes by the Federal Reserve We agree to fixed service fees for the initial contract term. Adjus in per item charges will only be allowed under the following conditions: The per -item charge (or portion thereof) will change only for corresponding adjusts in the Federal Reserve System's fee schedules, on or after the effective date of the tustments; We agree to fixed service fees for the initial contract term. We agree to fixed service fees for the initial contract term. vide the City a copy of the Federal Reserve System's notifica' We agree to fixed service fees for the initial contract term. The daily ECR speed for the available funds on deposit will be based on the Target Federal Funds Rate (Intended Federal Funds Rate) plus or minus a set spread. Wells Fargo is offering the City a managed rate structure. We set our managed ECR internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate, other indexes, and competitor ECRs. We set the rate at our discretion and may adjust it during the month to react to market changes. City of Hollywood 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Please provide a breakdown how the ECR wilt be calculated and applied in Form 13 ( Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits). Include any FDIC or Reserve Requirement fees if applicable. We include all required forms and documents in Tab B of the Appendix section. 3.3.2 Compensating and excess balances All activities for the City will be paid for through compensating balances. Comp balances required to fund the banking costs will be funded using the following guidelines: In the event the City's balances do not fund the compensating balance requirements in their entirety the City will be billed by direct invoice and a debit to the main account may. We acknowledge and agree. The City can pay your fees through direct account debit or pay an invoiced amount by ACH or check each month. b) Positive co pensating balances as reflected by the group levet account anal settled monthly. The method to be used will be the direct payment method to the exi that the cost of services exceeds the earnings credit amount generated by account balances. The City will have any excess balances after the service charges are paid invested using the same Target Federal Funds Rate plus or minus a set spread. However, this may be a different spread than what was used in the ECR calculation. The interest income generated from these excess balances will then be deposited into the City's concentration .count no later than hitt business day of the following month,• We acknowledge and agree. With a Government Advantage Checking Account, you can manage your depository needs while enjoying the benefits of an earnings credit allowance. You will also earn interest on unused balances with the Government Advantage Account. This full-service account is available to government entities and ensures all the City's balances in the structure are earning either compensating credits or interest income. You'll have unlimited access to available funds with no limit on the number of transactions you can make. Funds in these accounts are demand deposits — not investments—that when combined with other accounts in the same legal entity are insured by the FDIC to the maximum amount allowed. Additionally, we collateralize the funds in the account to the extent required by law. At the end of the month, we: Calculate average positive collected and investible balances Pay interest or charge fees to your account using the following criteria: City of Hollywood 1 6 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo At the end of the month, we: Treasury Management • If your average positive collected balance exceeds the balance needed to offset fees, we pay interest on your unused balance using a competitive interest rate.* • If the balance needed to offset fees exceeds your average positive collected balance, you are charged for the remaining fees.t The unused balance equals your average positive collected balance less the balance needed to offset fees. t The remaining fees equal the total fees less the earnings credit allowance. c) Should the City dire to add services not contemplated in the RFP, those charges a be covered by compensating balances or by direct invoice, as directed by the City. We acknowledge and agree. 3.3.3 Online portal and reporting services Online portal balance repot ai edger bal We confirm. rvices should include, but are not limited to, daily detailed and summary zg of the previous banking day with the following minimum information: We confirm. debit and credit postings, including checks paid and with We confirm. You can choose from a number of standard reports that provide current and previous day information, including comprehensive balance, summary, and transaction details, as well as reports on specific transaction types. We confirm. ounttransactions 'including inves We confirm. You access comprehensive intraday and previous day reporting for ACH transactions through our online information reporting service. You can view reports in HTML and download them in various formats based on the report you choose. Next day download of deposits, credits, debits, transfers and adjustments to account We confirm. City of Hollywood 17 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo avail ble for and ACH dep©sii Treasury Management We confirm. We offer two same-day reports that include ACH and EDI addenda information. ACH Receive The ACH Receive report provides information about all received ACH transactions that will post at the end of the current business day. It provides the first line of addenda text for domestic U.S. ACH transactions and the first line of remittance information for IAT -formatted international ACH transactions. The report is available in HTML, PDF, BAI V2, CSV, or Excel formats. EDI Payment Detail The EDI Payment Detail report provides ACH and EDI payment data for received payments. It includes full addenda detail for ACH payments and EDI X12.820 and 835 transaction sets. The report is available in HTML, PDF, BAI V2, CSV, or Excel formats. h) Sf 1an We confirm. Stop payments The City can submit stop payment orders online 24 hours a day, seven days a week, from multiple locations. We process stop payments in real time. Online stop payments are effective immediately when successfully initiated through our Transaction Search service. Positive pay The City can view your positive pay exception reporting and make your exception decisions online. We confirm. You can access returned items images and detailed information the next business day after we receive the items; information is available up to 180 days. We confirm. You can view your summary presentment totals through our online banking portal. You can also view, print, and download controlled disbursement reports. k) ACH preload verifir n, ACH Pc ave Pay We confirm. With our ACH Fraud Filter service, you identify recurring ACH entries that you authorize to debit your account. You can use our ACH Services on the online banking portal to create additional preauthorizations that are effective immediately or on a date you select. In addition, you receive potentially unauthorized ACH transaction information through our online banking portal and mobile service. With options to review or stop debits, credits, or all transactions, you can protect your accounts from fraud. City of Hollywood 1 8 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management We confirm. FuII ARP Our Full ARP service reconciles your paid checks to your issued checks then sends a detailed statement. First, you provide us your issued check information* by one of three methods: • Direct transmission • Uploading a file to our online fraud manager tools • Manually entering check to the Add Check Issues feature of our online fraud manager tool Your check issue information includes stops, voids, cancels, and manually -issued checks. t The file you load to the online tool can contain up to 1,500 registers in a single batch, and you may submit multiple batches daily. Within 90 minutes of your submission, you can receive an optional file confirmation for the check issue information or stop payments. We update check issue information more than 50 times each day, seven days a week. On a weekly or monthly basis (according to your preference), we make comprehensive statements available for your account. You can request a variety of optional reports including Paid Checks, Outstanding Checks, and Stop Payments. You can receive these reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. The PDF and paper formats can include sorting and subtotaling by location or high -order prefix. Partial ARP Our Partial ARP service provides an ARP statement. You can also request a variety of optional reports including Paid Checks and Stop Payments. You can receive these reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. You use the statement and any optional reports to reconcile your account and identify any exceptions. Optional reports We have fully integrated our information reporting system with our online banking portal, making it easier for your staff to access all relevant reports and information online. With our Full and Partial ARP services, you can customize your reporting to match your accounting needs. Choose from the following 14 optional reports. City of Hollywood 19 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo ARP optional reports Treasury Management • Bank Originated Entries • Credits • Deposit Location • Issue Notices Not Receivedt • Issues This Cycle* • Matched Paid Itemst • Outstanding Checks* • Paid Checks • Posted Items • Prior Payments* • Reversed Checkst • Stop Payments • Unpaid Checks* • Voids and Cancels* " Only available with full ARP. t Only available with full ARP or partial ARP with positive pay. m} Daily RAl2 data fey Manual upload to ERP sy We confirm. You can download and export data from our online reporting system in BAI V2, CSV, and Excel formats. Our Direct BAI file transfer service allows you to receive a previous day file once per day, as well as intraday files at prescheduled times you specify. We send the files to you in BAI V2, SWIFT, and ISO 20022 XML formats, and you can automatically post the information to your internal system. We confirm. We provide access to images of checks and documents — including paid items, returned items, and adjustment images —through our online banking portal. With our Transaction Search service, you can search and retrieve images of paid and deposited checks. You can view images online and download them in PDF or RTF formats. Images are available by 9:00 a.m. Eastern Time the business day after posting. Some images may also be available on a current day basis. Images are available for seven years. 3.3.4 Reconciliation services The ability to download payment and de the online portal. Respondent must have the ca. between the respondent and the City by direct trans by the next business day is required ti biiiy to effectively reconcile accounts missions. We confirm. As previously noted in our response, our Treasury Information Reporting service delivers configurable information reporting for all your account activity. We also offer various transmissions to help the City reconcile your accounts. City of Hollywood 1 10 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management A deposit reconcttiatian service is required to establish unique nur location. This unique number would be located on the deposit ticket and each check wo ltd be tracked by the particular deposit ticket. Cancelled checks must be received in a format compatible with the Oracle Cash Management Module for interface into our financ system. Individual transactions must be posted for each non -sufficient fund item present+ We confirm. Used today by the City to consolidate deposit activity, our Deposit Location Reporting service identifies deposits, returned items, and deposit adjustments from various locations to one account. It's available with our Partial and Full ARP services. You can enhance standard reporting with sorted and subtotaled deposit activity. How it works Our Deposit Location Reporting service sorts and subtotals deposits by location and includes the location name on your ARP statement and optional ARP reports, letting you more easily reconcile your account. You can access the reports by electronic transmission, view and save them in PDF format, download them in Excel or CSV formats, or receive paper reports. Report options Deposit Detail report Return Detail report Deposit Recap report No Activity report Lists individual deposits, returned items, and adjustments for the statement period —subtotaling the credit, debit, and total activity for each location Lists returned items—subtotaled by location—for the report period Summarizes all deposit -related activity (credits and debits) by date and subtotals them by location for the report period Lists locations for which no activity posted during the statement cycle Identifying your locations The location identification depends on whether your deposit account uses our subaccounting solution or not. Subaccounting With subaccounting, each of your locations has a unique subaccount number linked to a single parent account. You provide your internal location codes and names that we associate with the subaccounts. You use the subaccount numbers on deposit tickets and for electronic transactions, so we can easily identify and report nearly all transactions (such as deposits, returned items, adjustments, ACH debits and credits, and merchant transactions) for each location. City of Hollywood 1 11 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Encoded deposit tickets Without subaccounting, you identify the location making the deposit in the deposit ticket's MICR line. You use numbers — of up to 10 digits — in either the on -us auxiliary field or the serial number field. To organize deposit tickets by location, a portion of the 10 digits should be available for the serial number.* " We suggest using two to six digits for your location number with a maximum of 10 digits for the entire location and serial number. Respondent must have the capability to provide full reconciliation services with positive -pay protection services. Images of all paid items should be provided through the online porta We confirm. We provide information about our Full ARP services previously in our response. Positive pay services Positive pay is an important tool for reducing losses due to check fraud or check processing errors. With our next -day Positive Pay service, we identify checks that may be fraudulent or unauthorized by matching checks presented against your account for payment to the check issue information that you provide us. We report positive pay exceptions to you through our fraud manager tool on our online banking portal. You view exceptions — including images —then make decisions to pay or return. With positive pay and our optional payee validation service, we review checks presented at the teller line to discover unauthorized items early in the presentment process. Check verification You send your check issue information to Wells Fargo using a transmission method or our online banking portal to either upload an Excel file or manually enter the check information.* We accept issue information 24 hours a day, seven days a week. If we receive your check issue information prior to 11:00 p.m. Eastern Time, we process and update it before we update the system with checks presented for payment that night. We can update your check issue information more than 50 times each day. You can view exception images quickly and easily then make pay or return decisions using our fraud management tool on our online banking portal or mobile service.t " For current system requirements, see wellsfargo.com/ceosystemreouirements. t Download the latest version of the CEO Mobile@ app available for your device from the Apple App Store® or Google PlayTM store. Positive pay compares checks presented against your account to your issue file information after the checks post. We review all positive pay exceptions, reverse checks that we can correct (such those with as encoding errors), and repost them the following business day. This feature saves you time and money because we research and resolve the majority of your exception items for you. City of Hollywood 112 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Next -day positive pay exception reporting Option 1 You receive exceptions by 10:00 a.m. ET. You make your decisions by 3:00 p.m. ET. Option 2 You receive exceptions by 12:00 p.m. ET. You make your decisions by 5:00 p.m. ET. Positive pay at the teller line Ensuring check verification at the teller window is one of the most important ways to minimize the risk of fraud associated with making payments by check. For all positive pay services, Wells Fargo captures check issue files more than 50 times a day, seven days a week. Your positive pay check issue information reaches our tellers in all of our branches within 30 minutes of receipt. Tellers validate checks presented at our teller windows by matching the serial number and dollar amount to your check issue information. Payee validation Optionally, you can add our Payee Validation service to a positive pay service. You include payee names in your check issue file exactly as they appear on your checks. We validate payee names on all checks presented for cashing at our teller windows and on deposited checks above the threshold dollar amount. We pay payee matches and report payee mismatches to you through our online fraud management tool. As with the positive pay services, you make your pay or return decisions through the online banking portal or mobile service. Respondent r back of cancels or Cluce'archival make avai ble canceled check images through the online portal (front a he cs},sorted by check number on a monthly basis. The online port l tj uelty documents. We confirm. You can retrieve, view, print, and download disbursed check images through our online banking portal using our Transaction Search service. Images are available by 9:00 a.m. Eastern Time the business day after posting. Some images may also be available on an intraday basis. Images are available for seven years. The City can choose to receive an optional paid checks report on a monthly basis that lists checks by serial number. lire the pabi ity to provide reports and images through the onlin We confirm. As previously noted, you can receive ARP optional reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. As an alternative to viewing check images through our online banking portal, our image transmission service provides a daily, weekly, semi-monthly, or monthly file of paid check images and related index information. Image files are available as early as 11:00 a.m. Eastern Time the day after posting. City of Hollywood 1 13 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Through our secure transmission platform, you can download files into your internal archives or to our viewing software. During implementation, you'll choose which format, XML or PDF, you want to use for your files. 3.3.5 Positive pay, ACH payments and ACH debit blocking Res u ly, ACH parr and ACH blocking services.i sp+ndent should have areal time update of positive pay upon receipt ref a "checks issued ' for all checks presented for payment, including being available to tellers for in person ansactions by payees. if a heal time update is not available, please specify the timing am bate ,dates. Respondent shall also have the ability to provide ACH blocking and filtering services' ACH debt We confirm. Positive pay Ensuring check verification at the teller window is one of the most important ways to minimize the risk of fraud associated with making payments by check. For all positive pay services, Wells Fargo captures check issue files more than 50 times a day, seven days a week. Your positive pay check issue information reaches our tellers in all of our branches within 30 minutes of receipt. Tellers validate checks presented at our teller windows by matching the serial number and dollar amount to your check issue information. ACH fraud filter With our review option, you preauthorize ACH transactions to post to your account. Through our online fraud manager tool, we notify you of any that are not preauthorized. You review those transactions and tell us whether you want them paid or returned.* When you tell us to return a transaction, we create a reversing adjustment and then return it as unauthorized. With our stop option, we automatically return transactions that you did not preauthorize and process all that you preauthorized. * If you do not make a pay or return decision on an item by the specified deadline, the item is automatically paid or returned based on the default action you select during implementation. The City will insmit files for interface Taut of the oracle Payables Module for. ACH paymente. tes containing alt check issued information will be automatically sent to the respondent through stern processes for positive pay services which will contain check serial number, payee and dollar amount at a minimum. There must be compatibility to ii t positive pay check and ACH files in the format generated by the Oracle Payables Moduli Checks presented onCity s accounts for payment will' be handled per the payment inn+ provided to the respondenrespondent by the Cil We acknowledge and agree. City of Hollywood 1 14 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Respondent shall re must provide the Ca City must be able to mar peck Treasury Management ty through its online portal, Respc or reject both check and ACH pay via the online portal. The We acknowledge and agree. The City can decision positive pay items and ACH transactions that aren't preauthorized. The City cu respondent an rpt use EPay, but is irate ble with the City's Oracle in this program if available by he �bles AAodule. With our Virtual Card Payments service, the City can make payments to your suppliers using unique, virtual card numbers. When you initiate a payment file through Oracle, we assign a unique virtual card number to that specific transaction. The City can specify the transaction amount and payment tolerances — percentages above or below the amount, or both — that allow for variation in the actual transaction amount. Your recipient has a specified number of days to use the virtual card number. You can also initiate a payment within our Virtual Card Payments service application instead of sending a transmission file. This option will give you the flexibility to make off cycle payments when needed. Our Virtual Card Payments service sends the unique virtual card number and transaction details to your recipient automatically by secure email. Your recipient processes your payments just like any other credit card payments. Alternatively, with our Straight Through Processing service, you can make it even easier for suppliers to do business with you. They can arrange to receive your card payments in their bank accounts instead of processing the payments themselves.* " We offer our Straight Through Processing in conjunction with our WellsOne© Virtual Card Payments service. Additional fees may apply. The City can access all settled transactions through our expense management service. You also have the option of receiving an electronic remittance file to expedite the reconciliation of transactions in your system. City of Hollywood 1 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management 3.3.6 Remote deposit services Although the City does not extensively use remote capture to scan customer check payments and electronically send the images to the bank for credit to our account, the City is interested in such a program that would create a flat file of check payments captured by the existing cashiering program and send the file to the bank at the end of each business day for deposit. The City is interested in exploring remote deposit services or similar solutions offered that would accomplish this task. Indicate costs, equipment requirements, timing of transmissions and availability of funds. We can help you save both time and money by using our image cash letter service to deposit checks into your Wells Fargo account electronically, eliminating the need for your employees to physically take deposits to the bank. Convert check payments to invested funds as quickly as possible. We designed our image cash letter service for customers who already have an existing process to capture check images and data. Therefore, you can use your preferred method to capture this information, as long as you format the file to the specifications we provide. We support two image cash letter file formats: • Common Federal Reserve Bank • Proprietary Wells Fargo Our proprietary format provides greater flexibility in structuring deposits and depositing to multiple accounts within a single file. Our proprietary format also supports a special user record for conveying discretionary data, which can help you research return items or exceptions, as well as provide an audit trail. How it works The following diagram shows the general workflow of our image cash letter service. Scan the front and back of checks from your business or back office Requirements Key in/verify the The Electronic dollar amounts)Deposit Center and electronically reviews and transmit a deposit validates all file to the bank electronic files Wells Fargo posts the deposit to your account Receive fast access to funds and information Type Items General • Scan eligible checks to accurately capture all MICR line data • Capture and store check images and MICR data according to generally accepted industry standards City of Hollywood 1 16 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management • Create deposit records for the total of checks transmitted and send a balanced file • Format the file according to the specifications we provide during implementation • Transmit a file securely through one of our transmission options Operational requirements • Provide file editing, IT backup, and business resumption capability in case there is a problem with a transmitted file • Maintain and operate equipment to help ensure ongoing image and MICR data quality so that you can collect checks electronically or convert them into substitute checks Check retention • Securely retain original, scanned checks (for five to 14 days)* and then destroy them in a secure manner to help avoid accidental duplicate deposits • Retrieve individual original items during the retention period in the case of an exception item * Consult your legal department to determine the timeframe that is best for the City. We must receive all files by 10:00 p.m. Eastern Time in order for the City to receive same-day ledger credit. We include an availability schedule in Tab C of the Appendix section. 3.3.7 Negative balance he anlikE ice in tt aid. The Submit_. # City will re mediate plat the City were to overdraw a standalone account, :counts co#1 fiavely, ail checks and/or ACHs present r agrees to pr mptly notify the City of',the overdraft immediately. We acknowledge and agree. eating a tabu for payment sha inters: w __ the Autorna__ any interest on overdrawn Id this rate. No other additii g the same formula that the or ECR. Using this foru` ances, nor will the City be required.to pay any es will be charged. We charge for both overdrafts and the use of UCF, and we set overdraft fees on a per item basis. However, as part of our incentive package, we will waive the City's overdraft fees. The standard interest rate is based on the prime lending rate +3%. The formula for our UCF fee uses that interest rate basis as the overdraft rate, applying this formula: (average daily negative collected balance x overdraft rate x days in period) : (360) = UCF fee City of Hollywood 1 17 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management We acknowledge and agree. City's Treasurer ar designee shalt confirm wires or ACII list overdraft in a zero balance account. Nose vice fee shall' ht overdrafts that are resolved through automated zero 3.3.8 Automatic overnight investments The res floor estab' structures of agreesto a kar y invest the remaining collected balance, above the. d.to offset banking service fees. Please provide details of alternative accou ocrarrs that'would', be of similar benefit to the City, if any Provide the del ble. Our Money Market Mutual Fund* automatically sweeps excess collected balances into our Allspring Government Money Market Mutual Fund. * Not FDIC insured, no bank guarantee, and may lose value. Because funds stay invested until you need them, you can generate earnings without sacrificing access to your cash. If your checking account balance is above your target balance at the end of the day, we automatically sweep the excess balance from your account into an FDIC -insured omnibus account* at the bank. At the beginning of the next business day, we transfer the funds to the money market mutual fund custodian. The custodian invests funds in a non -FDIC insured, non- bank guaranteed money market mutual fund.t Funds transferred to the omnibus account are eligible for FDIC insurance up to the allowable limit. Additionally, government deposits remain collateralized in accordance with state or federal law. We hold funds in the City's name until released for investment the following business day. t This statement is just a summary. For complete information, please see the Wells Fargo Stagecoach Sweep®Service Description and the current prospectus for the Allspring Funds ALLSPRING FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF ALLSPRING GLOBAL INVESTMENTS HOLDINGS, LLC ("ALLSPRING GLOBAL"), PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR THE ALLSPRING FUNDS®. OTHER SUBSIDIARIES OF ALLSPRING GLOBAL PROVIDE SUB - ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY ALLSPRING FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, A SUBSIDIARY OF ALLSPRING GLOBAL. Your investment in a money market mutual fund will be pooled with funds belonging to other investors in an omnibus investment account in the name of Wells Fargo as agent on behalf of all its customers invested in the money market mutual fund. An investment in a money market mutual fund is not insured by the FDIC or any other government agency. Although the mutual funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market mutual fund. In addition, mutual funds are not guaranteed by Wells Fargo and may lose value. For more information regarding the money market mutual fund investment sweep option, obtain a current prospectus for the money market mutual fund by visiting allsprinciglobal.com, by calling 1-800-260-5969, or by contacting your Wells Fargo relationship manager, Stephen Lenehan. Consider the investment objectives, risks, charges, and expenses of the investment carefully before investing. This information can be found in a current prospectus. City of Hollywood 1 18 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management How it works Your business checking account Commercial line of credit Sweep investment )Treasury information reporting and statements An alternative, the City can use our Government Advantage Checking Account, which lets you manage your depository needs while enjoying the benefits of an earnings credit allowance. You can also earn interest on unused balances. This full-service account is available to government entities. You'll have unlimited access to available funds with no limit on the number of transactions you can make. Funds in these accounts are demand deposits — not investments — that when combined with other accounts in the same legal entity are insured by the FDIC to the maximum amount allowed. Additionally, we collateralize the funds in the account to the extent required by law. At the end of the month, we: Calculate average positive collected and investible balances Pay interest or charge fees to your account using the following criteria: • If your average positive collected balance exceeds the balance needed to offset fees, we pay interest on your unused balance using a competitive interest rate.* • If the balance needed to offset fees exceeds your average positive collected balance, you are charged for the remaining fees.t * The unused balance equals your average positive collected balance less the balance needed to offset fees. t The remaining fees equal the total fees less the earnings credit allowance. City of Hollywood 119 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.3.9 Stop payments Treasury Management The primarily uses positive pay cancel issue updates to manage their stop paymen activity. However, on thosefew tow volume accounts where positive pay is not practical following stop payment protocol shall apply. All stop payment orders are to be made electronically. On rare occasions it may be necessary t, initiate stop payments by telephone. Upon receipt of the stop payment order, the respondent will immediately inform City electronically if the check has been cashed and provide an image of the cashed item. If not cashed, the respondent will provide an electronic confirmation of the stop payment. Cancellation of a stop payment order will be processed in the same mariner as. :op payment order. All checks paid by the respondent after the above procedure has been to will be the responsibility ty of the respondent. The City can place stop payments online 24 hours a day, seven days a week from multiple locations. We process stop payments in real time. Online stop payments are effective immediately when successfully initiated through our Transaction Search service. The system automatically reviews the previous 180 days and intraday teller -cashed activity to determine whether a requested check has paid. If you try to place a stop on a check that already has one, our service displays the existing stop payment with expiration date. ill provide on-line access to information on cleared and stop payment c Stop payments will be transmitted to the respondent with inquiry capability against vari accounts. Periodically, it will be necessary to place a stop payment on a block Whenever this block stop payment procedure is initiated, it will be considered one s payment, regardless of the number of checks involved. Our Transaction Search service offers you a convenient way to research stop payments. You can search for a particular item or multiple items that have a stop pay on them and review, renew, or release the stop payment. In addition, a report function allows you to create a Stops Activity Report containing check information and stops activity for an exact date or specified date range. While you can place stop payments on a range of checks, we have a maximum of 50 stops that you can place at one time. With a file transmission, you can include up to 1,500 entries per file. Your dedicated client service officer can provide assistance by phone to: • Place a stop payment on a range of checks • Place a stop payment on more than 50 checks at one time City of Hollywood 1 20 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Alt st process remain in Treasury Management 111 take ffect,on the date transmitted to the respondent and hat date. In addition, the atop Pain t'ry cln ve (5} ye. We will continue to process your stop payments as we do today. The City can place stop payments online 24 hours a day, seven days a week. We process stop payments in real time. Stop payments remain in effect for six months. You can renew an individual stop payment on an as -needed basis through our online Transaction Search service or you can choose to use our automated renewal option. The auto stop renewal option of our Stop Payment service extends the retention period for stop payments and provides greater flexibility for you to manage stop payments. This option lets you: • Extend a stop payment for up to an additional six years (in 12 -month increments) • Pre -determine a dollar threshold for automatic stop payment renewals • Limit the number of times a stop payment is automatically renewed 3.3.10 Lockbox services :h rete :box provider in addition with Deluxe (fka Remitco). nces. The City mi ax services. sy elect t+a ase cont Wells Fargo can continue to provide the City wholesale lockbox services at our site in Atlanta. In addition, we welcome the opportunity to transition your retail lockbox to our in-house wholetail lockbox service, also at our site in Atlanta. With our service, you can streamline your remittance processing by directing payments accompanied by an optical character recognition (OCR) - scannable coupon and payments received with nonscannable remittance documents to a single wholetail lockbox at Wells Fargo. nirluila, the respondent must perform the folio' We offer multiple post office pickups. The following table lists the post office pickup schedule (in local time) for the Atlanta site. Post office location Weekdays Saturday Sunday Atlanta Main Post Office a.m. 2:30, 4:30, 6:30, 9:00 2:30, 4:30, 11:00 2:30, 4:30, 11:00 p.m. p.m. p.m. 12:00, 5:30, 7:30, 11:30 5:30, 7:30, 11:30 5:30, 7:30, 11:30 a.m. a.m. City of Hollywood l 21 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management are to be accepted and processed should be erste :er's computer system by customer account number and amount o hey are picked up; Your deposit reporting deadline determines the receipt processing cutoff time for same-day ledger credit. We stop processing in advance of your deadline so we have sufficient time to prepare your deposit totals. Provide an electronic file of the lockbox information and/or con Acknowledged and agreed. At the time of implementation, we worked with the City to establish and document your specific processing instructions. d) Provide the City number identified; unt Acknowledged and agreed. payment coupon (remittance advice) before any do tints that are subsequently rejected by the processi end to be scannable will not be charged to the City. Only twice will be rejected and billed to the Ci' Acknowledged and agreed. As part of your implementation, we test 50 to 100 of your coupons and envelopes. 3.3.11 Ebox services The City cui Prov Wily uses el x services to facilitate the electronic deposit offur rids from of dons and third party providers' bill payer services. refile of the ebox information and/or contents specific to the Citi Acknowledged and agreed. Wells Fargo can continue to provide the City a consolidated electronic remittance file according to your requirements. City of Hollywood 1 22 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.3.12 ACH credit services Treasury Management uses ACH critsfelecr nic funds transfer ("EFT") as a payment option :offers. Our currently utility billing software, Munis, creates the batch EFT uploaded through the online bank portal for processing. The volume of `tared on Form 12 -Cost Worksheet (AFP Code 25 0102 ACH Future Acknowledged and agreed. The City can continue to use our online banking portal to upload payment files. 3.3.13 Custodial services Thi City may choose at its discretion to use a different bank or trust company regardless of contract and proposals for custodial services. Custodial services are limited to only handling the settlement of trades and will not involve -any lanagernent functions. City investment securities, must settle delivery versus Federal Reserve Bank and Depository Trust Company (DTC) ". edit to the Bank's Federal Reserve Account and DTC Account for s concentration account. The services requested will be for the unties that are purchased from other dealers and banks. These securities Will be purchased andthen transferred to a custodial account. These securities will be held until they are traded, or mature. The Federal Reserve/DTC receipt and safekeeping receipt must identify :he "CUSIP" number and the City as beneficial owner. Addition a) The respondent will arty for securities; b) one gar more custody accounts directly or through a third i securities held by the custodian shall e prop erty of the City; d) and -shall will collect all periodic income on securities held and process any wive by authorized City personnel. All sales, maturities, calls, purcha awns and income on securities must post to the City's depository ac< ent date of the transaction; Tlecustodn shall monitor and record the collection of funds in the City's accour The custodian will be required to provide monthly reports describing all activities the account including i rk+et=pricing; etain all records relating to securii bligations under generally accepted accounting prim Wells Fargo is not bidding on the custodial services portion of this RFP. City of Hollywood 1 23 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo 3.4 Submission requirements Treasury Management ns should be distinct and clearly addressed. 3.4.1 Section 1- Bank qualifications T' of the proposal should establish the ability of the respondent to sR uirl work by reasons of: experience in performing work of a simi competence in the services to be provided; strength and -stability o ; record of meeting schedules on similar pro* ants suppor�atve w of the respondent's organization, including size, qualifications, a lumber of branches in Broward County, Florida, the number of bran s of City of Hollywood City Hall, and other matters that the respor :he City in the evaluation process. es On March 18, 1852, our founders — Henry Wells and William G. Fargo — began an innovative start-up company dedicated to helping customers build businesses and manage money in a rapidly changing world. Since then, Wells Fargo has grown into a leading financial services company that has approximately $1.9 trillion in assets, proudly serves one in three U.S. households and more than 10% of small businesses in the U.S., and is the leading middle market banking provider in the U.S. We provide a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth & Investment Management. In the communities we serve, the company focuses our social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low -carbon economy. Wells Fargo has 66 branches in Broward County, including 12 branches within five miles of Hollywood City Hall. More than 1,200 Wells Fargo associates live in Broward County. Wells Fargo is the largest holder of public funds in Florida, and we will continue to be committed to the needs of the Florida government market. b Respondent will include a statement confirming crfiied in section 3.2 Minimum Criteria. We include section 3.2 previously in our response. (2) years of audited financial statements, including notes You can locate Wells Fargo & Company's audited financial statements through the following site: wellsfargo.com/invest relations/annual. City of Hollywood 1 24 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo d ar a equirement: e bank's experience in providing services ttenti+n to municipalities or complex cor Treasury Management n the public sector, cial businesses with si For almost 170 years, Wells Fargo has been a trusted financial institution. We're a leading national bank ranked third in assets by the FDIC in 2022. The strength of our balance sheet helps us serve our government customers across the country. Government Banking (GB) is part of our Specialized Industries group. Through this group and its resources, we strive to provide the high level of service that you expect and deserve from your banking provider. Our more than 300 Government Banking team members work with nearly 5,500 government customers across our footprint of 39 states and the District of Columbia, with $42 billion in deposits and $21 billion in commitments. A dedicated government team Our GB group aligns sales, specialized banking teams, investment banking professionals, and tax- exempt fixed-income trading and distribution capabilities. The team itself consists of more than 300 banking, credit, and treasury management professionals including relationship managers, treasury management sales consultants, treasury management sales analysts, customer care for business (CC4B) representatives, and implementation consultants who work together as one team in order to help provide you with industry knowledge and expertise. Our relationship managers are tenured professionals who are local to their markets. Your dedicated relationship manager, Stephen Lenehan, oversees your relationship, with your treasury management sales consultant, Jackie Kobialko, further supporting your relationship by sharing new ideas and consulting with you about your services. Customers like you We support approximately 5,500* government customers with our coast-to-coast, national GB practice, giving your local team access to industry intelligence and innovative best practices. * Wells Fargo internal reporting, as of 2021. Our customer relationships include federal, state, county, and city governments, as well as government agencies, authorities, and municipal utilities. In addition to the regional support provided by our teams, we also specialize in key subsectors of the industry including public power, transportation, and state housing finance authorities. Helping you meet your challenges We understand the different needs and challenges facing our government customers. Our employees work with you to help you maximize efficiency and take advantage of cost-saving options. They can also help you navigate the strict guidelines and technology challenges unique to government customers. City of Hollywood 1 25 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Whether advice on how to raise capital, manage assets, or increase operational efficiencies, we constantly share the knowledge we've gained from other government customers that have similar challenges. An enhanced customer experience We regularly monitor our service levels to validate and help ensure the consistent quality of the customer service that we provide you. We also offer educational sessions on current treasury management topics to keep you aware of industry best practices and regulatory changes. services cr nce Form. The Vendor Reference Farr rences and included in your submittal response_ indent may also supply references from other work not cit rience. Please do not include the City of'.Hollywood or eferences. Please see our list of reference below, as well as the completed forms in Tab B of the Appendix section. Broward County Lori Fortenberry, Investment and Finance Coordinator 954-357-7201 Ifortenberry@broward.org City of Fort Lauderdale Susan Grant, Director of Finance 954-828-5145 sugrant@fortlauderdale.gov City of Miami Erica Paschal, Finance Director 305-416-1328 epaschal@miamigov.com City of Hollywood 1 26 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management 3.4.2 Section 2 - Management and staff qualifications and experience This section of the proposal should establish the method which will be usedby the respondent to manage the Scope of Work as well as identify key personnel assigned to the Scope of Work. fence of management and staff expected to be assigned to this of customer service operations and cash management include the n, email address, phone number, and hours of availability for each the credential and experience of each person named for the relation In the following table, we provide brief biographies for the key members of your dedicated Wells Fargo team. In general, your support team is available Monday through Friday from 8:00 a.m. to 5:00 p.m. Eastern Time. Relationship Manager Stephen offers the City consultative financial and banking guidance and coordinates the team of specialists that supports your banking relationship. Stephen is your advocate at the bank. Stephen has worked in banking since 2002 and in government banking since 2008. Stephen has been serving Florida governments in his current or similar roles since 2010. He began working for Wells Fargo as a relationship manager in 2017. Until recently, he was a board member of Junior Achievements of the Palm Beaches and Treasure Coast after serving on the board for eight years. Stephen received his business degree in accounting from Catawba College. City of Hollywood 1 27 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Treasury Management Sales Consultant Jackie supports the City as the primary contact for treasury management services. She shares best practices and product and service information to guide you in developing your treasury management program. Jackie has been with Wells Fargo for 17 years, with 15 of those years dedicated to government and institutional treasury management. Collectively, she has more than 39 years of business experience, including 29 years of government -related financial industry experience. Jackie currently serves numerous government entities throughout the State of Florida, several of which are similar in size and scope to the City. Relationship Associate Karmen supports your relationship manager, Stephen Lenehan, and helps to enhance your customer service experience. She serves as your liaison with other areas of the bank. She also assists with questions related to account analysis statements and overdrafts, opening and closing accounts, and updating signers. Karmen joined the bank in 1998 and has been a relationship associate since 2012. She serves the South Florida market in her current role. Karmen received her B.A. from the University of North Florida. Treasury Management Sales Analyst le Niev s nd,, Eighth Flea° Nicole supports your treasury management sales consultant, Jackie Kobialko. She works with you to begin new service implementations and can assist with treasury management questions when Jackie is unavailable. Nicole has been with Wells Fargo's government segment for 8 years. For the first 7 years, she served as a dedicated client service officer, and in 2021, she moved into her current role. Nicole received her B.A. from New York University. City of Hollywood 1 28 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Client Service Officer Ruth provides day-to-day support for all of your treasury management services. She acts as a liaison between you and our operations groups to provide you with information and resolve issues in a timely manner. Ruth has been a client service officer since 1986. rm the work in the ducation, experience, and a identified. Because Wells Fargo is your current banking partner, we don't anticipate the need for a large scale implementation. If the City implements any new services as a result of the contract award, we will assign an implementation consultant to manage the process. We will not use subcontractors to perform any services resulting from contract award. 3.4.3 Section 3 - Quality and adequacy of products and services offered pride a larrare which addresses the Scope of Work and shows lerstanding of City of Hollywood's needs and requirements. the respondeat is able to provide the products and services detailed in rk included by service type and volume in Form 12 Cost Worksheet. We confirm. We provide detailed information about our capabilities throughout our response. lay also propose procedural or technical enhancers which do not materially deviate from the objectives. mak.. Wells Fargo is committed to supporting electronic commerce and payments through innovative and automated services and solutions. Our primary focus and strategy are helping our customers reengineer and streamline your treasury management payables and receivables processes. We provide additional detail in the following section about value-added and recommended services for your consideration. City of Hollywood 1 29 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Consolidated payables service Our consolidated payables service can help you streamline and automate your payment and remittance processes, help strengthen trading partnerships and drive working capital, and help improve operational efficiencies. By reducing the use of paper documents and manual data entry, you can minimize mistakes and increase efficiency. Payment types In a single file, you can provide payment instructions and include all related remittance information. Your file can include multiple payment types; we separate the payments by type and process them accordingly. Your file can include the following payment types: • U.S. dollar (USD) and Canadian dollar (CAD)* paper checks • U.S. ACH transactions in USD • Global ACH transactions in foreign currencies • USD wires • Foreign currency wires • Requests for transfer (SWIFT MT101 messages) • Wells Fargo virtual card payments Disbursements with ZeIIe®t * CAD paper checks are available only for off -us accounts. You must be the owner of the account. t Zelle and Zelle-related marks are wholly owned by Early Warning Services, LLC and are used herein under license. Online services Through our online banking portal, you can: • Upload a payment file • Perform additional approvals after sending the file • Access acknowledgments and optional confirmations • Generate reports on payment files • Run an audit report on settings and user entitlements City of Hollywood 1 30 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo How it works • Payment file sent for processing Direct transmission or Commercial Electronic Office' (CEO') portal Checks Treasury Management Available payment types Remittance information inFile acknowledgement • ACH. wire. and virtual card payment confirmations (optional) • Zee payment notifications • Payment file sent for approval • Payment file approved CEO portal secondary approval (optional) Payments processed ACH, wire, and virtual card payments Disbursements with Zelle' Zeile check completion (optional) Payee bank Payee Unregistered Payee: Zelle sends one-time registration invite (optional) Yes No No Is payee registered on the Zelle network? Consolidated payables can help you: Lower error rates By reducing the use of paper documents and manual data entry, you increase efficiency and minimize mistakes. Accept a variety of payment file formats We accept most custom and proprietary file formats — almost any type of file format your system can generate. If you use a standard format, it can minimize your implementation costs and time. Improve cash forecasting and reconciliation Electronic control of your global disbursements allows you to better manage and forecast your cash flow. We integrate this service with our account reconciliation and positive pay services. Potentially reduce costs You can initiate multiple payment types in a single, consolidated payables file, which helps reduce your internal costs associated with accounts payable (AP) processing. Specifically, electronic payment methods can help reduce your expenses for paper check payments. City of Hollywood 131 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Compatibility Our service is compatible with the treasury workstations, enterprise resource planning (ERP) systems, and other AP systems listed in the following table. We can also work with additional systems outside of this list. Treasury workstations and ERP systems GTreasury PeopleSoft JD Edwards SAP Kyriba SunGard Lawson Wall Street Systems Microsoft Dynamics Great Plains Yardi Oracle" Tyler Munis With Oracle, you can use our software solution to manage data translation to the file. Flexible file options Delivery Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online. Formats Our service accepts: • Standard Wells Fargo flat file (delimited or positional) • Wells Fargo XML • ANSI X12 820 version 4010 • Lawson AP 161 • Excel CSV • SAP IDoc — Extended Payment Order (PEXR 2002) • ISO 20022 (CGI common XML standard) • Custom and proprietary formats Our service accepts and acknowledges your file for initial processing, 24 hours a day, seven days a week Safety and security Secondary approval You can make optional secondary approvals for some — or all — of your payments after we receive your file. The system can hold an entire file of payments or an individual payment for an authorized user to approve or delete. We then generate the payments and send remittance information based on your instructions. City of Hollywood 1 32 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management History You can search for payment information, view standard reports, create custom reports, and schedule report reminders. Data is available for 90 calendar days after we receive your payment file. Users with administrative authority have access to an audit report, which provides snapshots of setups and user entitlements. You can also view all changes made to setups and user entitlements within the last 90 calendar days. Acknowledgments We let you know by transmission, secure email, or both that your file has reached our system and undergone initial processing. You can choose from the following formats: • XML • ANSI X12 997 (standard EDI) • ISO 20022 • Human -readable report If you'd like delivery by both transmission and email, each can be in a different format. You can also view and download acknowledgments online. Confirmations You have the option to receive payment confirmations for wire transfers, virtual card, and ACH payments by transmission, secure email, or both. You can also view and download confirmations online. You can choose from the following formats: • XML • ANSI X12 824 (standard EDI) • Excel CSV • ISO 20022 • Human -readable report Disbursements with ZeIIe With Disbursements with Zelle, you can replace check payments to consumer and small business recipients with electronic payments using your recipient's email address or U.S. mobile phone number. Our service allows you to: • Send payments without obtaining account or routing numbers • Eliminate the risk of storing recipient account data • Reduce expenses related to paper checks • Send a courtesy notification to your recipient providing payment information Unregistered payee option Recipients not enrolled with ZeIIe at the time of payment initiation can receive a payment alert with enrollment instructions when you implement this optional feature.* City of Hollywood 1 33 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management This feature eliminates the need to confirm your recipients' enrollment with Zelle prior to submitting a payment request. * Your recipients have 14 calendar days to register to receive their funds. Check completion option With this option, if we find an email address or U.S. mobile phone number that is not enrolled with ZeIIe at the time of payment origination, we can automatically issue a check payment to the recipient to avoid payment failure. Our check completion option requires you to include complete check issue instructions along with your ZeIIe payment request. When you choose this option, there are no additional steps to address payment failures. Your payments will complete electronically or by check based on the recipient's registration status. Additional features Enhanced remittance delivery options You can include detailed remittance information in your payment file. You choose the delivery method: secure email, mail, or fax. We separate and process the payments and forward the remittance data in a human -readable format to your payees. Transition payees to electronic payments To help transition your payees to electronic payments, we analyze your vendor's data to provide an onboarding forecast. This forecast predicts the conversion to virtual card payments, ACH, or both. We then plan an onboarding campaign on your behalf for your suppliers. Templated payments We offer you the option to send tempiated payments to your suppliers after they enroll. Our database facilitates the payments, which frees up valuable time and resources for the City. Integration with centralized disbursements service Our Centralized Disbursements Manager (CDM) service is a web -based platform combining centralized disbursements with entity -level reporting. We work with you to track and monitor disbursement activity and corresponding funding through a consolidated master account using a fully integrated online application. If the City's disbursements are centralized, but reporting must be kept separate by operating location or business line, you may benefit from this service. Integration provides the ability to transmit a consolidated file for consolidated payables with payment instructions (ACH, virtual card, and check) and CDM issue records. Our consolidated payables service processes payments, then forwards issue notices to our CDM application for processing. Real-time payments on the RTP® network You can initiate USD payments to U.S. banks any time of day on any day of the week using the RTP network.* This real-time payment system helps ensure that you hold on to cash as long as possible to support your liquidity. The RTP network overcomes the origination deadline constraints for same-day settlement when you use ACH and wires. City of Hollywood 134 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Payments settle within fifteen seconds once they reach the RTP network; they are irrevocable. Credits on the RTP system memo post to accounts immediately, every day, including weekends and holidays. In addition, payments transacted on the RTP network provide: • Immediate funds availability to payment recipients • Instant payment confirmation • Real-time messaging between payer and payee Our RTP Servicest use application programming interface (API) technology and are available for both business -to -business and business -to -consumer transactions. * RTP is a registered service mark of The Clearing House Payments Company L.L.C. t Our RTP Services for credit transfer are available subject to applicable product eligibility. Consolidated receivables service As the City knows, with our consolidated receivables service, you can post payments automatically to your Oracle system when you receive an electronic receivables file from us. This consolidated file helps accelerate cash application while reducing the number of errors caused by manual data entry. In addition to the E -Box payments sent to Wells Fargo today, your file can contain receivables data from any combination of the payment sources listed in the following table. Payment types for online origination • ACH • Lockbox • Electronic billing service • Real-time payments • Image cash letter • Remote deposit • Wires • Wells Fargo Payment Gateway® How it works We translate your receivables data and deliver it to you in a format compatible with your Oracle system. Our service is compatible with most accounting and ERP solutions. We can also accommodate many custom and proprietary file formats. City of Hollywood 1 35 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Wells Fargo Payment Gateway' Incoming wires Desktop Deposit' Wells Fargo electronic deposit service International collections Real-time payments on the RTP' network E -Box° service AC H credits/ debits Receivables h:1„,anage/ r) E -Bill Express Lockbox Standard or custom file ERP/AR system Flexible file options Delivery We deliver an electronic receivables file to you by transmission. Incoming receivables data Data aggregated and formatted Customer receives and processes file Our transmission platform offers a variety of communication protocols including: • SFTP • FTPS • HTTPS • AS2 The following tables describe the formats we support. Formats Standard formats Flat file formats ISO 20022 XML Using a standard format can minimize your implementation cost and time, and you can choose a different format for each payment type. We offer two flat file formats —the universal and simplified formats. The universal format contains comprehensive EDI detail for ACH payments you receive. The simplified format contains data available in STP 820, which is also a simplified EDI format for received ACH payments. When you receive your information in this format, it streamlines the City's integration and reconciliation process because you are receiving the same information from all banks that use the ISO 20022 XML format. City of Hollywood 1 36 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Formats Treasury Management Custom formats Additional fees may apply. Formats If you cannot work with one of our ERP -specific formats, we can develop a custom format for you." ANSI X12 820 (Payment Order or Remittance Advice) ANSI X12 823 (Lockbox) BAI 80/300 (Lockbox) ISO 20022 XML format Modified Nacha Proprietary and custom formats (by request) Wells Fargo standard file format Wells Fargo flat file formats • Simplified Universal File availability We process your files Monday through Friday (excluding holidays). Because some payment types have multiple processing runs and available release times, you can choose to receive more than one file each day. Consolidated receivables through our online banking portal Advice matching Advice matching offers the ability to match payments to remittance advices, which are sent separately from the payments. These separate advices are typically sent by the payer through email. Our service automatically matches payments to existing payer profiles. We can automatically generate a new payer profile for payments that don't have an existing profile. You can maintain payer profiles through our online banking portal. Remittance repair ACH and wire repair correct improperly formatted remittance data sent within an ACH or wire payment. We automatically repair remittance data based on your business rules. If we are unable to repair the data, the payment is available to you through our online banking portal as an exception for you to manually decision. Automate more of your accounts receivable processing and manage exceptions through our online banking portal. Decisioning The City can perform a return or repair for payment transactions through our online banking portal. City of Hollywood 1 37 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Merchant services Government entities face distinct challenges when accepting electronic payments. Successfully serving constituents requires managing tight budgets and strict regulatory requirements, while striving to provide the latest in payment technology. Supporting 575 government entities with 5,047 locations throughout the U.S., we understand the City's constraints and goals. The City's operations are impacted by your size, geographical regions, responsibilities, mission, and statutory requirements — among other factors. Having worked with hundreds of diverse government organizations, including States, municipalities, and agencies, we have developed strategies designed to help you effectively control cost, manage risk, and offer constituents convenient payment options. Controlling cash flow and cost As soon as next business day funding Accelerating collections may reduce strain on organizations working with slim budgets. You can receive funds as soon as the next business day to your Wells Fargo business account.* You may settle your merchant services funds to an account at the financial institution of your preference. We settle by ACH to other institutions, and projected funding may vary. The actual time could be longer than two days, depending on the financial institution's status with the Federal Reserve. When you use a Wells Fargo account for settlement or other merchant services purposes, you must use a Wells Fargo business deposit account. Deposit products offered by Wells Fargo Bank, N.A. Member FDIC. Merchant services are provided by Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank, N.A. Merchant services are not deposit products. Wells Fargo Merchant Services, L.L.C. does not offer deposit products, and its services are not guaranteed or insured by the FDIC or any other governmental agency. Merchant Services are subject to application, credit review of the business and its owners, and approval. Cost control Many variables affect card transaction processing costs. Through our understanding of these variables, we can help you identify ways to help optimize interchange clearing. For example, you may be able to manage interchange by passing specific data with a transaction or configuring a merchant account so that you qualify for specialized interchange programs, such as "emerging markets." Managing risk Meeting Payment Card Industry Data Security Standard (PCI DSS) requirements can be complex and costly. Operating under strict budget constraints, government entities may face even more difficulty in this area. Our teams search for opportunities to help you achieve and maintain PCI compliance, such as recommending solutions designed to help reduce PCI scope. When one of our State customers decided to transition their technology, they strove to meet PCI requirements in time. To help them control the cost of PCI compliance, we advocated for them with the card networks. Consequently, the State qualified for a special technology program based on their investment in solution upgrades. City of Hollywood 1 38 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Anticipating needs Appropriate solutions Departments and agencies can have varying payment acceptance requirements, depending on the services they provide. Implementing the right solution for each entity (for example, tax, utility, police, and parks and recreation) may enable each one to collect funds faster, while making payments more convenient for constituents. Whether the City requires online or in-person payments, we can support you with payment gateways, electronic bill presentment and payment solutions, point-of-sale and mobile technologies, and fraud management tools.* To help you transact securely and meet PCI compliance requirements, our solutions support security protocols, such as encryption and tokenization. * Additional fees apply for these services. If you choose to use your own or a third -party solution, we can typically support you with core processing. Our processor's system is compatible with thousands of independent software vendors (ISV). The majority of third -party gateways and point-of-sale systems, including government -specific solutions, are certified to the processing platforms we use. So that you can reconcile and track transactions, we also offer detailed reporting and convenient dispute management tools, at no additional cost. Emerging technology For the convenience of constituents, government entities want to offer the fast, easy-to-use payment options available in the private sector. Consumer payment options continue to multiply, and we help our government customers understand these changes and make effective use of technology. For instance, we enabled in -app payments through an API to simplify collections for a transportation agency, while streamlining ticket purchases for their riders. Constituents using public transportation can pull up the agency's mobile app to pay for tickets as easily as they pay for rides with popular ride -hailing apps. Designated support Our dedicated support model for government entities is one of our strategic advantages. Government specialists help ensure consistency, familiarity, and a solid understanding of the City's environment and mission. A specialist in government implementations will help guide you through a smooth transition. Your merchant service account manager will be your day-to-day point -of -contact for merchant services. They can also help you address PCI DSS compliance concerns, regulatory requirements, constituent payment preferences, and technology changes. An eReceivables consultant and specialized industry market manager can provide guidance as your payment acceptance requirements evolve. City of Hollywood 1 39 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Our treasury management and commercial banking teams work in coordination with our merchant services team. Your treasury management sales consultant, Jackie Kobialko, and relationship manager, Stephen Lenehan, will also offer insights that encompass the full breadth of your receivables strategy. 822 file The 822 product provides an ANSI X.12 electronic file in standard AFP format for all your account analysis data including detailed balances, service charges, and service activity. It allows direct loading of analysis statements into your reconciliation system. The 822 file is actual data, rather than a picture of the AFP statement. The data file is available to you through various delivery channels: a personal or mainframe computer transmission, e-mail, or through our online banking portal. Statement files are produced on the fifth business day of each month and are available the following day. If an adjustment is ever required to the City's statement, the system automatically reanalyzes your analysis results, and a new 822 file will be triggered for delivery. 3.4.4 Section 4 - Implementation process and costs Provide an i. deliverables. statement indi? mentation sch tify any assur ing the abilit ule and note key project milestones a.... ,.,..., ns used in developing the schedule. Include n work with minimum notice. As your current financial services provider, we have implemented the majority of the services requested in your RFP. We can now focus attention on fine-tuning your existing structure. We understand your business, fully appreciate your needs and goals in relation to treasury management, and have a working relationship with your treasury team. We can get to work right away to enhance your services without the time-consuming process of initial account opening, compliance, due diligence, and full implementation activities. For the implementation of any new services or enhancements arising out of this RFP, our implementation team will partner with your staff to develop the schedule and document the process. We'll also create a customized implementation timeline. In addition, your dedicated relationship, sales, and service teams will engage throughout the process. b) >e approach to completing the tasks specified in the Scope of Work. As noted, we don't anticipate the need for a large scale implementation. If the City chooses to implement any new products or services, our experienced team will meet with you. Together, we'll discuss the process, set expectations, and document any potential issues that the team may encounter. In addition, we'll conduct follow-up meetings as necessary. We'll assign an implementation consultant to the City and coordinate an implementation kickoff meeting. Your implementation consultant acts as your single point of contact throughout the implementation and helps determine timelines and responsibilities. City of Hollywood 140 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Specify set up or prog incur, if any. Treasury Management ing services t Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. All cos Form 22 orksheetl.; Provide all costs rela Scope of work. , both one-time and recurrir cost for services, should be included in ed to enhancements/innovations to the Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. worksheet nnust be submitted using the format provided in Form 12 orksheet}. The City has made best efforts to provide 2021 annual and average esus a reference to current serviices. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. uct or service expense not included by the City in Form 12 (Cost e City would be expected to pay as a result of the normal course of 5, if any, and specify the basis of that expense. Specifically, has the City missed product or service that the bank feels should be a part of the proposal in which the City; should anticipate paying or being charged a fee. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. City of Hollywood 141 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Appendix Cost worksheet Tab A Required forms and documents Tab B Availability schedule Tab C Disclosures Tab D Account agreements and service descriptions Tab E DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Disclosures::. We are offering the City a 6 month waiver on all bank fees (approximately $33,000), as well as waiving recoupment for initial contract term (approximately $3,400 per month)and setup and implementation fees on all new services implemented within the first year of the new contract, including, but not limited to, Whotetail Lockbox and Payment Manager. We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing. Wells Fargo Bank, N.A. will pass through the Recoupment Fee line item, which is charged per $1,000 of average ledger balances. This fee is being waived for the initial term of the contract. Please note that we have not included pricing for the proposed new services at this time, in order to provide accurate pricing, it is necessary to have detailed discussions around each of these solutions. Services utilized but not included in this pricing proposal will be negotiated separately. It is the responsibility of the City of Hollywood to review their monthly analysis statements and notify their Wells Fargo Representative of any discrepancies on a timely basis. This document is a confidential pricing agreement between Wells Fargo Bank and the Client. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97r Hollywood, Florida FORM 2 ACKNOWLEDGMENT AND SIGNATURE PAGE This form must be completed and submitted by the date and the time of bid opening. Legal Company Name (include d/b/a if applicable): Wells Fargo Bank, N.A. If Corporation - Date Incorporated/Organized: Bid RFP -4718 -22 -SS November 30, 1870 Federal Tax Identification Number: 94-1347393 State Incorporated/Organized: Wells Fargo is not incorporated under the laws of any state. Rather, it operates pursuant to a certificate of authority issued by the United States Comptroller of the Currency. Company Operating Address: 450 S. Australian Ave., Seventh Floor City: West Palm Beach State: FL Zip Code: 33401 Remittance Address (if different from ordering address): City: State: Zip Code: Company Contact Person: Stephen Lenehan Email Address: stephen.lenehan@wellsfargo.com Phone Number (include area code): 954-541-0921 Fax Number (include area code): 561-650-2367 Company's Internet Web Address: wellsfargo.com IT IS HEREBY CERTIFIED AND AFFIRMED THAT THE BIDDER/PROPOSER CERTIFIES ACCEPTANCE OF THE TERMS, CONDITIONS, SPECIFICATIONS, ATTACHMENTS AND ANY ADDENDA. THE BIDDER/PROPOSER SHALL ACCEPT ANY AWARDS MADE AS A RESULT OF THIS SOLICITATION. BIDDER/PROPOSER FURTHER AGREES THAT PRICES QUOTED WILL REMAIN FIXED FOR THE PERIOD OF TIME STATED IN THE SOLICITATION. Bidder/Proposer's Authorized Representative's Signature* -8 — Z- Date: April 7, 2022 *Wells Fargo requests to negotiate mutually acceptable terms. Type or Print Name: Stephen Lenehan THE EXECUTION OF THIS FORM CONSTITUTES THE UNEQUIVOCAL OFFER OF BIDDER/PROPOSER TO BE BOUND BY THE TERMS OF ITS PROPOSAL. FAILURE TO SIGN THIS SOLICITATION WHERE INDICATED BY AN AUTHORIZED REPRESENTATIVE SHALL RENDER THE BID/PROPOSAL NON-RESPONSIVE. THE CITY MAY, HOWEVER, IN ITS SOLE DISCRETION, ACCEPT ANY BID/PROPOSAL THAT INCLUDES AN EXECUTED DOCUMENT WHICH UNEQUIVOCALLY BINDS THE BIDDER/PROPOSER TO THE TERMS OF ITS OFFER. p. 22 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F y Hollywood, Florida City of Hollywood Solicitation #: Reference for: FORM 4 VENDOR REFERENCE FORM RFP -4718 -22 -SS Bid RFP -4718 -22 -SS Wells Fargo Bank Organization/Firm Name providing reference: Broward County Organization/Firm Lori Fortenberry Title: Contact Name: Email: lfortenberry@broward.org Phone: 954-357-7201 Investment & Finance Coordinator Name of Referenced Project: Date Services were provided: Referenced Vendor's role in Project: Would you use the Vendor again? Banking Services Contract GEN2118504P1 No: Current agreement started 7/1/20. They have Project appox. $1.2MM over 5 years been a vendor over 20 years Amount: Prime Vendor X, Yes Subcontractor/ Subconsultant No. Please specify in additional comments Description of services provided by Vendor (provide additional sheet if necessary): Depository, disbursement (controlled disb accounts as well as wire & ACH), transmissions, lockbox, purchasing card, safe- keeping, fraud protection, electronic banking including online reporting, cash vault, etc. Please rate your experience with the Vendor Need Improvement Satisfactory Excellent Not Applicable Vendor's Quality of Service a. Responsive _ _ X b. Accuracy X' c. Deliverables _ X t_._ Vendor's Organization: a. Staff expertise _ X_ b. Professionalism X c. Staff turnover X Timeliness/Cost Control of: a. Project _ X b. Deliverables — ,tX Additional Comments (provide additional sheet if necessary): ****THIS SECTION FOR CITY USE ONLY**** Verified via: Email: 0 Verbal: 0 Mail: 0 Verified by: 3/9/2022 7:00 PM Name: Title: p. 24 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97Fs.onr v. Hollywood, Florida 1 1 Department: 1 1 Date: Bid RFP -4718 -22 -SS 3/9/2022 7:00 PM p• 25 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F r Hollywood, Florida City of Hollywood Solicitation #: Reference for: FORM 4 VENDOR REFERENCE FORM RFP -4718 -22 -SS Bid RFP -4718 -22 -SS Wells Fargo Bank Organization/Firm Name providing reference: Cij y of Fort Lauderdale Organization/Firm Contact Name: Email: Name of Referenced Project: Date Services were provided: Referenced Vendor's role in Project: Would you use the Vendor again? Susan Grant SuGrant@fortlauderdale.gov Banking Services Continuing LN Prime Vendor Yes Title: Director of Finance Phone: 954-828-5145 Contract No: Project Amount: Subcontractor/ Subconsultant No. Please specify in additional comments Description of services provided by Vendor (provide additional sheet if necessary): Full Service Banking Please rate your experience with the Vendor Need Improvement Satisfactory Excellent Not Applicable Vendor's Quality of Service a. Responsive b. Accuracy X c. Deliverables _ _j _XX _. Vendor's Organization: a. Staff expertise L., b. Professionalism c. Staff turnover _ -X _ Timeliness/Cost Control of: a. Project _ _ __X b. Deliverables ,_,X Additional Comments (provide additional sheet if necessary): ****THIS SECTION FOR CITY USE ONLY**** Verified via: Email: 0 Verbal: 0 Mail: 0 Verified by: 3/9/2022 7:00 PM Name: Title: p. 24 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F rv. Hollywood, Florida 1 3/9/2022 7:00 PM Department: Bid RFP -4718 -22 -SS Date: p. 25 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F City of Hollywood, Florida Bid RFP -4718 -22 -SS City of Hollywood Solicitation #: Reference for: FORM 4 VENDOR REFERENCE FORM RFP -4718 -22 -SS Wells Fargo Bank Organization/Firm Name providing reference: City of Miami Organization/Firm Erica Paschal Contact Name: Email: EPaschal@miamigov.com Phone: (305) 416-1328 Title: Director of Finance Name of Referenced Project: Date Services were provided: Referenced Vendor's role in Project: Would you use the Vendor again? Banking Services /0/.2510/ — CyRR��7— Prime Vendor V Yes Contract No: Project 2, 31 v , u0a ao Amount: Subcontractor/ Subconsultant No. Please specify io additional comments Description of services provided by Vendor (provide additional sheet if necessary): Please rate your experience with the Vendor Need Improvement Satisfactory Excellent Not Applicable Vendor's Quality of Service a. Responsive ✓ b. Accuracy ✓ c. Deliverables ,,- Vendor's Organization: a. Staff expertise b. Professionalism c. Staff turnover -- Timeliness/Coat Control of: a. Project ✓ b. Deliverables Additional Comments (provide additional sheet if necessary): ****THIS SECTION FOR CITY USE ONLY**** Verified via: 1 Email: Verbal: I ❑ I Mail: Verified by: 3/9/2022 7:00 PM Name: Title: p. 24 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F City of Hollywood, Florida Bid RFP -4718 -22 -SS 1 I Department: I I Date: I 3/9/2022 7:00 PM p. 25 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F r _ Hollywood, Florida FORM 5 HOLD HARMLESS AND INDEMNITY CLAUSE Bid RFP -4718 -22 -SS Wells Fargo Bank, N.A and Stephen Lenehan* (Company Name and Authorized Signature, Print Name), the contractor, shall indemnify, defend and hold harmless the City of Hollywood, its elected and appointed officials, employees and agents for any and all suits, actions, legal or administrative proceedings, claims, damage, liabilities, interest, attorney's fees, costs of any kind whether arising prior to the start of activities or following the completion or acceptance and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part by reason of any act, error or omission, fault or negligence whether active or passive by the contractor, or anyone acting under its direction, control, or on its behalf in connection with or incident to its performance of the contract. "Wells Fargo requests to negotiate mutually acceptable terms. Stephen Lenehan Signature Printed Name Wells Fargo Bank, N.A. Senior Vice President Name of Company Title p. 26 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ► Go to www.irs.gov/FormIM9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. 0 c 0.o o2 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. WELLS FARGO BANK, N.A. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor or El C Corporation ❑ S Corporation 0 Partnership 0 Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) ► 5 Address (number, street, and apt. or suite no.) See instructions. 550 S 4TH STREET (MAC N9310-076) 6 City, state, and ZIP code MINNEAPOLIS, MN 55415 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (d any) 5 Exemption from FATCA reporting code (if any) E, J (Apples to accounts maintained outside the U.S.) Requesters name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number or Employ.► Identification member 9 4 1 3 4 7 3 9 3 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ► .5114.44) Date 10. 2 January 2022 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F „yHollywood,Holl Florida FORM 13 Bid RFP -4718 -22 -SS EARNINGS CREDIT RATE, EXCESS EARNINGS BALANCE RATE, AND OTHER COMPENSATING CREDITS 1. Earnings Credit Rate Please specify the earnings credit rate (ECR) offered and explain in detail the application of the proposed ECR as applied to both compensating balances. If there is more than one option, please include that as well and specify the flexibility to switch between the two options over the term of the agreement. Provide an example of the calculation. Wells Fargo is offering the City a managed ECR, currently at 0.40%. We set the ECR internally each month after evaluating a combination of factors, including the 91 -Day Treasury Bill rate, the Fed Funds rate, sweep rates, and other market indicators. We set the rate at our discretion and may adjust it during the month to react to market changes. 2. Excess Balance Earnings Rate Please specify the excess balance earnings rate offered and explain its' application. If there is more than one option, please include that as well and specify the flexibility to switch between the two options over the term of the agreement and to which ECR each option is tied. Provide an example of the calculation. Wells Fargo is offering the City a managed interest rate of 0.20%. We set the interest rate internally each month after evaluating a combination of factors, including the 91 -Day Treasury Bill rate, the Fed Funds rate, sweep rates, and other market indicators. We set the rate at our discretion and may adjust it during the month to react to market changes. 3. Other Compensating Credits Please specify any other compensating credits towards product and service costs, transition expense, and any future product or service implementation, if any. As part of our effort to retain our relationship with the City, Wells Fargo is offering a competitive, managed ECR and managed interest rate, as well as waiving your treasury management fees for the first six months following the new contract start date, recoupment fees (FDIC -related) for the initial contract term, and implementation fees for any new services implemented within the first year of the new contract. • Government Advantage Account ECR — 0.40% (managed rate) • Interest rate on excess balances — 0.20% (managed rate) • Recoupment fees — Waived for initial contract term (average savings of $3,400 per month) • Retention credit — Six months of waived treasury fees (estimated savings of $33,000) p. 43 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F r v. Hollywood, Florida FORM 14 INDEPENDENCE AFFIDAVIT The undersigned individual, being duly sworn, deposes and says that: I am Stephen Lenehan Of Wells Fargo Bank, N.A. Bid RFP -4718 -22 -SS , the bidder/proposer that has submitted the attached bid/proposal; I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have or have had during the past five years, any relationships (professional, financial, familial or otherwise) with the City (or any of its districts), its elected or appointed officials, its employees or agents, or any member or alternate member of City Staff. A "relationship" for the purpose of this affidavit shall include but not be limited to employer/employee, consultant, contractor, subcontractor, associate, officer, partnership, joint venture, ownership greater than one percent, landlord/tenant, or creditor/debtor, gift donor/recipient (in excess of $100.00), past or on-going personal relationships, or joint involvement with charitable/voluntary activities. Relationship includes having a prior or current contract with the City. Except as set forth below, I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have received any promise of compensation, remuneration, gift, discount, or other gratuity in exchange for my bid/proposal. I understand and agree that I shall give the City written notice of any other relationships (as defined above) that I enter into with the City (or any of its districts), its elected or appointed officials, its employees or agents, or any member or alternate member of the City Staff during the period of the Agreement. I set forth below any exceptions to the aforementioned (if none, write "None"): Wells Fargo Bank, N.A. is currently the City's primary bank. p. 44 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Hollywood, Florida FORM 14 INDEPENDENCE AFFIDAVIT (CONTINUED) Signature Stephen Lenehan Print Name Senior Vice President Title April 7, 2022 Date Bid RFP -4718 -22 -SS p. 45 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Certificates of insurance The Wells Fargo & Company Corporate Insurance programs include, but are not limited to, Professional Liability insurance (also known as Errors and Omissions policy), Financial Institutions Bond coverage, which includes Fidelity (also known as Employee Dishonesty) coverage, and Commercial, General Liability, and Automobile Liability insurance. If you select Wells Fargo as your preferred provider for treasury management services, we will provide Certificates of Insurance as required by contract. DocuSian Envelope ID. 50DA8207-2CD0-4983-A4CA-DEA CoRpoRArfloNs Department of State 1 D -vision of Corporations / _earth Records f Search by Entt Py dame 1 Previous On List Next Or List Return It List No Events No Name History Detail by Entity Name Designation of Agent WELLS FARGO BANK N.A. Filing Information Document Number Q95000000097 FEIIEIN Number 94-1347393 Date Filed 07125119.45 State OC Status ACTIVE Principal Address 420 MONTGOMERY ST SAN FRANCISCO, CA 94163 Mailing Address 420 MONTGOMERY ST SAN FRANCISCO, CA 94163 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 0910712000 Address Changed: nged: 0910712000 Officer/Director Detail NONE Annual Reports No Annual Reports Filed Document Images 09'0712000 — Reg _. pent Change 07;25t 1095 — DOCUMENTS PRIOR TO 1907 View image in PDF format ' new image in FDF format wells fargo Search DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Treasury Management Commercial / Commercial Checking / National Bank customers Wells Fargo Electronic Deposit' service availability schedule WELLS FARO All Wells Fargo electronic deposits made to a commercial or national bank account received before the published cutoff time of 9 p.m. Central Time receive collected funds in accordance with the following schedule: Collected funds Wells Fargo Bank checks* Same day U.S. government checks One day All other checks One day Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. This schedule is subject to change without notice. wellsfargo.com/com ©2012 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM -2442 03/12 Together we'll go far DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Treasury Management Treasury management RFP disclosures Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Hollywood in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo's right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City's contractual requirements or to bind Wells Fargo to the City's contractual requirements unless specifically commented upon. Wells Fargo has included with our response copies of our account and service documentation for the deposit and treasury management products and services requested in the RFP, which we request serve as the starting point for contract negotiations or be incorporated into any final agreement. Page Section Description Pg. 7, Item 2.7 Pg. 8, Item 2.12 Contract Period Pg. 9 Section 2.17 Insurance Requirements Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Hollywood in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo's right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City's contractual requirements or to bind Wells Fargo to the City's contractual requirements unless specifically commented upon. Wells Fargo has included with our response copies of our account and service documentation for the deposit and treasury management products and services requested in the RFP, which we request serve as the starting point for contract negotiations or be incorporated into any final agreement. Upon award of business, the parties may negotiate a mutually agreeable provision regarding continuation of services post termination. Please Note: The Certificate shall contain a provision that coverage afforded under the policy will not be cancelled until at least thirty (30) days prior written notice has been given to the City. Certificates of insurance, reflecting .Inthe event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. Note: Certificates can be provided upon award of business. Wells Fargo's policies do not provide notice of cancellation to third parties. WF can contractually agree that it will provide notice of cancellation; however, it will not appear on certificates or policies. Final contract language must reflect this. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Page Section Description Treasury Management Pgs. 9-10, Item 2.18 Uncontrollable Circumstances (Force Majeure) Pg. 10, Item 2.20 Debarred or Suspended Bidders or Proposers Pg. 12 Section 2.22 Scrutinized company Pg. 13 Section 3.2 (d) Pg. 27, Hold Harmless Form Upon award of business, the parties may negotiate a mutually agreeable force majeure provision. Wells Fargo Bank, N.A. has not been debarred, or otherwise had its legal authorization to conduct its operations suspended, by any state or federal authority, within the past five years. During the third quarter of 2016, Wells Fargo Bank, N.A. entered into settlement agreements with the City of Los Angeles, the Consumer Financial Protection Bureau and the Office of the Comptroller of the Currency regarding certain sales practices. See press release dated September 8, 2016 at https://newsroom.wf.com/press-release/corporate-and-financial/wells- fargo-issues-statement-agreements-related-sales (the "2016 Settlement"). Following the announcement of the 2016 Settlement discussed above, certain state and local governmental bodies and municipal entities have temporarily suspended or removed Wells Fargo Bank, N.A. from providing certain commercial and investment banking services. However, there have been no actions that would materially impair Wells Fargo's ability as of this date to conduct its business or meet its obligations under the transaction to which this RFP relates. Pursuant to Section 287.135, in the event the resulting Contract is for one million dollars or more, Bidder certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to section 215.473, Florida Statutes, and Bidder further certifies that it is not engaged in busincs, operations in Cuba or Syria. Note: This should not be construed as an agreement to perform any type of data center or security audit. Access to the depository must be in accordance with Bank's security policies, processes, and protocols; and access to secured areas of the depository or banking systems will not be permitted. During the term of this Agreement, Contractor will indemnify, defend and hold harmless the Customer and its officers, directors, employees, agents and assigns (the "Indemnified Parties") from and against all losses or damages (collectively, "Losses") arising out of, resulting from or relating to the performance of the services provided hereunder which are, in each case, directly caused in whole or in part by the negligent or intentional misconduct of Contractor or any of its officers, directors, employees, agents, subcontractors or assigns, except to the extent such Losses are caused by the negligence or intentional misconduct of the Customer. In no event will Contractor be liable for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to Contractor, and regardless of the form of the claim or action or the legal theory on which it is based. Contractor's liability under this indemnity will be limited to an amount not to exceed the general limitation on Contractor's liability as set forth in its standard service documentation. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Municipal Advisor RFP Disclosure This proposal is submitted in response to your Request for Proposal for Banking Services (RFP -4718 -22 -SS). The contents of this proposal and any subsequent discussions between us, including any and all information and analysis with respect to product, are provided to you in reliance upon your compliance with the guidance of the staff of the SEC's office of Municipal Securities in order for a request for proposal to be consistent with the exemption for responses to requests for proposals or qualifications provided under the municipal advisor rules (the "Muni Advisor Rules") of the Securities and Exchange Commission (the "SEC") (240 CFR 15Bal-1 et seq.). In submitting this proposal, (a) Wells Fargo Bank, N.A. ("Wells Fargo") is not acting as an advisor to the City of Hollywood ("you") and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to the information and material contained in this proposal; (b) Wells Fargo is acting for its own interests; and (c) you should discuss any information and material contained in this proposal with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. Wells Fargo Merchant Services RFP Legal Disclosures Legal entity and contracting parties Wells Fargo Merchant Services, L.L.C. (Wells Fargo Merchant Services) is an alliance between Wells Fargo Bank, N.A. and First Data Merchant Services, L.L.C. Any agreement for merchant services will be entered into between the City of Hollywood and Wells Fargo Merchant Services, LLC. and Wells Fargo Bank, N.A. This Agreement is separate from any new or existing agreements between the City of Hollywood and Wells Fargo Bank, N.A. for banking or treasury management services. Furthermore, the Merchant Processing Agreement is separate from agreements for those services, including agreements for any proposed or existing treasury management services used in addition to or in conjunction with merchant processing services. Disclosures Our proposal is intended to be a description of the services we can provide in response to the requirements described in the RFP. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our merchant services relationship with the City of Hollywood. However, by responding to the RFP, we are not indicating our acceptance of any of the terms or conditions contained in the RFP. Our right to negotiate all terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F We are providing links to our Wells Fargo Merchant Services Terms and Conditions (wellsfargo.com/termscustom0920) and our Operating Rules (wellsfargo.com/oDeratingrules). We expect these documents to become the final Agreement or part of the final Agreement (dependent on your product and service selections) between the City of Hollywood and Wells Fargo Merchant Services if you choose us as your provider. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Commercial Account Agreement Effective March 2022 Contents 01 Welcome to Wells Fargo 02 About this agreement 03 Resolving disputes through arbitration 04 Important legal information 05 Statements and other notices relating to your deposit account 09 Rights and responsibilities 15 Checking and savings accounts 17 Electronic check indemnifications 18 Funds availability policy 20 Available balance, posting order, and overdrafts 21 Additional rules for checks and withdrawals 23 Your account ownership 24 Interest earning accounts 25 Time Accounts (CDs) 26 Electronic banking services 28 Selected services Welcome to Wells Fargo Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you opened your account. Please review this account agreement for further details about your account and related services. What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? • Customer is "company", "you", "your", or "yours". • Wells Fargo Bank, N.A. is "Wells Fargo", "bank", "we", "us" or "our". • This Commercial Account Agreement and the disclosures listed below constitute the "Agreement": - The pricing information and other account -related information - Our privacy policy - Our rate sheets for interest-bearing accounts - Any additional disclosures we provide to you about your account and related services When can you begin using your account? We will notify you when your account and related services may be used. We reserve the right to restrict use of your account and related services until we have approved your use of the account and services and completed setting them up. © 2022 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F You should not attempt to use your account or provide any information about your account to any third party until we have confirmed that account is available to process transactions. About this Agreement What information does the Agreement contain? The Agreement: • Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your account and related services, and • Replaces all prior deposit agreements including any oral or written representations. You are responsible for ensuring that any signer on your account is familiar with this Agreement. We suggest you keep a copy of this Agreement - and any further information we provide you about changes to this Agreement - for as long as you maintain your Wells Fargo accounts. Words with specific meanings Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement. Affiliate A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Account Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family or household purposes. Examples of accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity. Business day Every day is a business day except Saturday, Sunday, and federal holidays. Collected balance The collected balance is the ledger balance in your account less the deposit float. Deposit float The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your collected balance as a result of the Bank's or applicable affiliate's collection schedule. Investable balance The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Reserve Bank and other adjustments. Item An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include checks, drafts, and electronic transactions, including ACH. Paper items may be referred to as checks in this Agreement. Ledger balance The ledger balance is the balance in your account after all debits and credits for the business day have been posted. 2 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Overdraft An overdraft is a negative balance in your account. Signer A person who has your actual or apparent authority to use your account, even if they have not signed the account application. We may rely solely on our records to determine the form of ownership of and the signers on your account. Are we allowed to change the Agreement? Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification. Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the modification and its effective date by a message in your account statement or by any other appropriate means. Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more occasions, it does not mean we are obligated to waive the same right on any other occasion. How do you consent to the Agreement and any future modifications to the Agreement? By signing the Agreement or using your account or service, you consent to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes. Can you consent to the Agreement electronically? Yes. You may consent to the Agreement using your "Electronic Signature", as defined in the Electronic Signatures in Global and National Commerce Act ("ESIGN Act"), and we may accept your Electronic Signature on any other account -related document. Under the ESIGN Act, your Electronic Signature will constitute your original and binding signature. The fact that you sign using your Electronic Signature will not, by itself, be grounds for invalidating the document. What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by us and applied in a manner consistent with those laws. Any term of the Agreement that a court of competent jurisdiction determines to be invalid will be modified accordingly. In either case, the modification will not affect the enforceability or validity of the remaining terms of the Agreement. With whom will we communicate about your account? We may provide you or a signer with information about your account. When we receive information from a signer, we treat it as a communication from you. You agree to notify us promptly in writing if a signer no longer has authority on your account. Resolving disputes through arbitration Arbitration Agreement between you and Wells Fargo Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts Tess than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. 3 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies, including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither Wells Fargo nor you will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable. Important legal information What laws govern your account? The laws governing your account include: • Laws, rules, and regulations of the United States, and • Laws of the state in which the office that maintains your account is located, without regard to its conflicts of laws principles. If a different state law applies, we will notify you. Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles. What are our rules on illegal transactions? You must not use your account or any relationship you may have with us for any illegal purpose, including "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. In our discretion, we may block or otherwise prevent or prohibit those transactions and, further, we may close the account or end our relationship with you. Are we your fiduciary? No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi - fiduciary, or special relationship between you and us. Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement. Can you use our name or refer to our relationship without our consent? No. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral or written approval for such use. 4 Commercial Account Agreement DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F What is the controlling language of our relationship? English is the controlling language of our relationship with you. If there is a discrepancy between our English- language and translated materials, the English version prevails over the translation. How will we contact you about your account? For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We are permitted to use any address, telephone number or email address you provide. You agree to provide accurate and current contact information and only give us telephone numbers and email addresses that belong to you. When you give us a telephone number, you are providing your express consent permitting us (and any party acting on behalf of Wells Fargo) to contact you by calling or texting that telephone number. When we call you, you agree that we may leave prerecorded or artificial voice messages. You also agree that we may use automatic telephone dialing systems in connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or other communication service for which the called party may be charged. What courts may be used to resolve a dispute? Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or the Agreement, including the enforcement of the Arbitration Agreement and the entry of judgment on any arbitration award, will be venued exclusively in the state or federal courts in the state whose laws govern your account, without regard to conflict of laws principles. Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity for each statement period. We will do the same with notices. We will send all account statements and notices to the postal or electronic address associated with your account. Combined account statements:To reduce the number of separate account statements you receive each month, we may combine statements if you have more than one deposit account. If we provide a combined account statement for your accounts, we consider your first account as your primary account. You will receive your account statement at the address listed for your primary account. Statements for accounts in a combined statement will be delivered according to the delivery preference of the primary account. When are your account statements and notices considered received? If there is more than one signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail. Mailed account statements:When we mail your account statement or notices, we consider it received by you on the second business day after mailing it. Electronic delivery of account statements:Account statements will be made available through Wells Fargo Business Online@ Banking or the Commercial Electronic Office®, as applicable, after the end of the statement period. You will be notified by email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online. 5 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F What happens if your account statements or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if: • Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, and we receive email notifications that our message is undeliverable. In either event, we may: • Discontinue sending account statements and notices, and • Destroy account statements and notices returned to us as undeliverable How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your account statements and notices available to you at any time by notifying us of your request by telephone or email. We will act on your request within a reasonable time after we receive it. Unless you instruct otherwise, we may change the postal or email address only for the accounts you specify or for all or some of your other accounts with us. Address changes we make: We may update your listed address without a request from you if we: • Receive an address change notice from the U.S. Postal Service, • Receive information from another party in the business of providing correct address details that your actual address does not match the listed address for your account or card, or • Identify a need to rely on another address you have provided us. When are notices you send to us effective? Any notice from you is effective once we receive it and have a reasonable opportunity to act on it. What obligations do you have to review account statements and notices and notify us of unauthorized transactions or errors? You are obligated to: • Examine your account statements and notices promptly and carefully. • Notify us promptly of any errors. • Notify us within 30 days after we have made your account statement or a notice available to you of any unauthorized transaction on your account. Note: If the same person has made two or more unauthorized transactions and you do not notify us of the first one within this 30 -day period, we will not be responsible for unauthorized transactions made by the same wrongdoer. • Notify us within 6 months after we have made your account statement or a notice available to you if you identify any endorsements which are unauthorized or missing, or other errors relating to endorsements on your checks. You can notify us of unauthorized transactions or errors on your account statement by promptly: • Calling the telephone number listed on your account statement or in notices, or • Sending us a written report (if instructed by us) as soon as possible, and at least within the specified timeframes. Funds transfers are subject to different time periods for notification of errors, as described in the "Fund transfer services" part of this Agreement. Common examples of fund transfers are ACH, wire transfers, and Real -Time Payments (RTP®). What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement. 6 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F When is a transaction unauthorized? A check is unauthorized when it is: • Missing a required signature or you have not otherwise authorized it, • Forged, or • Altered (for example, the amount of a check or the payee's name is changed). What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to: • Complete and return the claim form and any other documents we require, • Notify law enforcement, and • Cooperate fully with us in our investigation. We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate fully with us in our investigation or recovery efforts, or we determine the transaction was authorized. Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your account and items drawn on your account or deposited to it. You acknowledge that there is a growing risk of losses resulting from unauthorized items. To help prevent fraud and protect your assets, we recommend that you take these preventive measures: • Assign responsibilities for your account to multiple individuals. The individuals who reconcile statements for your account should be different from the individuals who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us promptly of any problem. • Contact us promptly if you do not receive the statement for your account when you would normally expect to. • Watch for checks cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure your supply of checks at all times. Stolen checks are a common method of fraud. • Periodically reassign accounting duties, such as reconciling your account or making a deposit. • Review your transaction activity for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate fraud. • Destroy any checks that you do not intend to use. • Use tamper resistant checks at all times. • Notify us promptly when a signer's authority ends so that his/her name can be deleted from our records for your account, and any cards that we have issued to him/her or online access can be cancelled. • Do not sign blank checks. • Obtain insurance coverage for these risks. This is not an exhaustive list and there may be additional preventive measures you may take to prevent fraud and protect your account. Protection against unauthorized items Does Wells Fargo offer services to help prevent fraud on your account? Yes. We offer services for your account that provide effective means for controlling the risk from unauthorized items. Examples of these services include: • Positive pay, positive pay with payee validation, and reverse positive pay • ACH fraud filter, and • Payment authorization service. 7 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these practices is an "industry best practice." Dual custody is an example of an industry best practice. With dual custody, when one user initiates an action, like a payment or a change in the set-up of a service, the action does not take effect until a second user approves the action using a different computer or mobile device than one used to initiate the action. What are potential consequences if you do not implement a fraud prevention service or industry best practice Wells Fargo has recommended? If we have expressly recommended you use a fraud prevention service or industry best practice and you either (a) decide not to implement or use the recommended service or industry best practice, or (b) fail to use in accordance with the applicable service description or other applicable documentation, then you will be treated as having assumed the risk of any losses that could have been prevented or mitigated by correct use of the recommended fraud prevention service or industry best practice. Lost or stolen checks; unauthorized items If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we will be relieved of any liability for those items. Upon receipt of any notice from you, we - without any liability to you - will dishonor any item you, or any signer, has indicated is unauthorized and may: • Close your account and open a new account for you, or • Pay any item presented for payment on your account, provided you have instructed us to pay that item and given us its number. If we open a new account for you and you have authorized a third party to automatically make regular deposits to or withdrawals from your account (such as wire or ACH transfers), we will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you because you did not notify that third party in a timely fashion of the number of your new account. When does your account become dormant? Checking accounts, savings accounts, and time accounts (CDs) Generally, your account becomes dormant if you do not initiate an account -related activity for: • 12 months for a checking account, • 34 months for a savings account, or • 34 months after the first renewal for a time account. An account -related activity is determined by the laws governing your account. Examples of account -related activity are depositing or withdrawing funds at a banking location or ATM, or writing a check which is paid from the account. Automatic transactions (including recurring and one-time), such as pre -authorized transfers, payments and electronic deposits (including direct deposits), set up on the account may not prevent the account from becoming dormant. What happens to a dormant account? We put safeguards in place to protect a dormant account which may include restricting the following transactions: • Transfers by telephone, • Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, and • Wire transfers (incoming and outgoing). Normal monthly service and other fees continue to apply (except where prohibited by law). If you do not initiate an account -related activity on the account within the time period as specified by state unclaimed 8 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F property laws, your account funds may be transferred to the appropriate state. This transfer is known as "escheat." If your account becomes escheatable, account statements will no longer be available. Your account will be closed. To recover your account funds, you must file a claim with the state. Rights and responsibilities What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When we take a check for processing by automated means, ordinary care does not require us to examine the check. In all other cases, ordinary care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney's fees and expenses) arising out of or in any way connected with our performance under the Agreement. You agree this indemnification will survive termination of the Agreement. In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. The limitation does not apply where the laws governing your account prohibit it. We will not have any liability to you if your account has non -sufficient available funds to pay your items due to actions we have taken according to the Agreement. Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to perform your duties under the Agreement. If this happens, neither Wells Fargo nor you will be in violation of the Agreement. Are you obligated to pay our fees? Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information. Why do we charge a recoupment fee? We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The amount of the recoupment fee appears on the periodic statement or client analysis statement for your account and is based on the monthly average ledger balance you maintain in your account. The recoupment fee is subject to change by us at any time without notice. Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank's confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee. Is your account subject to a deposit balance fee? We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and commercial deposit account(s) with us. When we assess the deposit balance fee, the amount of the fee will appear on the periodic statement or client analysis statement for your account(s). The deposit balance fee is subject to change by us at any time without notice. 9 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Are you responsible for paying taxes? Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax. How do you pay our fees and expenses? We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in connection with your account and related services. We will debit service fees on the day of each calendar month we separately disclose to you, or if that day is not a business day, on the next business day. If there are non -sufficient funds in your account to cover the debit, we may create an overdraft on your account. You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid within 45 days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges. If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible fees and expenses (unless we otherwise indicate in writing). If both an earnings allowance and interest accrue on your account, the interest may be shown as an offset to the earnings allowance on the client analysis statement for your account. If your earnings allowance exceeds your total maintenance and activity fees for the statement cycle for your account, the excess credit is not paid to you, nor is it carried forward to the following statement cycle. We may debit your account (or any other account you maintain with us) or invoice you for any amount by which the fees and expenses exceed the accrued earnings allowance on your account. Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your account. The earnings credit rate is a variable rate that we may change at any time. May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a debt you owe us, we reduce the funds in your accounts by the amount of the debt. We are not required to give you any prior notice to exercise our right of setoff. A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any overdrafts and our fees. We may set off for any debt you owe us that is due or past due as allowed by the laws governing your account. If your account is an unmatured time account, then we may deduct any early withdrawal fee or penalty. This may be due as a result of our having exercised our right of setoff. If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the proceeds to any amount you owe us. Our right to setoff is in addition to and apart from any other rights under any other security interest you may have granted to us. Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on and security interest in each account you maintain with us, including your accounts with any affiliate. By opening and maintaining each account with us, you consent to our asserting our security interest if the laws governing the Agreement require your consent. Our rights under this security interest are in addition to and apart from any other rights under any 10 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F other security interest you may have granted to us. Can Wells Fargo benefit from having the use of funds in customers' non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible to quantify the benefit to us that may be attributable to a particular customer's funds. That's because funds from all customers' non-interest earning accounts are aggregated to reduce our borrowing costs and for investment, and our use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks, and our anticipated funding needs. Our use of funds as described in this paragraph has no effect or impact on your use of and access to funds in your account. What is the applicable exchange rate? The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another currency. It includes a markup. The markup factors include without limitation costs incurred, market risks, and our desired return. The exchange rate we provide to you may be different from exchange rates you see elsewhere. Foreign exchange markets are dynamic and rates fluctuate over time based on market conditions, liquidity, and risks. We reserve the right to refuse to process any request for a foreign exchange transaction. What is FDIC "pass-through" insurance? FDIC "pass-through" insurance is FDIC insurance that could exceed the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership right and capacity). When you use your account to hold funds on behalf of third parties who are the beneficial owners of the funds, your account may qualify for FDIC pass-through insurance, provided you meet FDIC account titling and recordkeeping requirements. With FDIC pass-through insurance, each beneficial owner's funds held in your account are aggregated with other funds the beneficial owner holds in accounts with us in the same ownership right and capacity. The beneficial owner's aggregated funds are insured by the FDIC up to the standard maximum deposit insurance amount. Examples of holding funds on behalf of third parties include funds you hold as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others. What are the FDIC's recordkeeping requirements for pass-through FDIC insurance when your account has "transactional features"? For any account with "transactional features", you agree to provide the FDIC (a) with the required information about the beneficial owners of the funds in your account, (b) in the required format, (c) within 24 hours of our failure. Your account has "transactional features" when funds can be transferred from the account, as detailed in 12 CFR 370.20). What are the consequences if you are unable to provide the FDIC with the necessary data on the beneficial owners of funds in your account in the required format in the specified time frame? As soon as the FDIC is appointed as our receiver, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination. This hold will not be released until the FDIC obtains the necessary data to enable it to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC in the required format and in the specified time frame may result in a delay in receipt of insured funds by the beneficial owners of the funds in your account and legal claims against you from the beneficial owners. Detailed information about the FDIC's requirements for pass-through FDIC insurance coverage are available at the FDIC's website. Notwithstanding other provisions in this Agreement, these three FDIC subsections survive after the FDIC is appointed as our receiver, and the FDIC is considered a third party beneficiary of these subsections. What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when: • Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among the signers on your account, or 11 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account. In these situations, we may take any of the following actions without any responsibility to you: • Continue to rely on the documents we have on file for your account. • Honor the claim against your account funds if we are satisfied the claim is valid. • Freeze all or a part of the funds in your account until we believe the dispute is resolved to our satisfaction. • Close your account and send a check for the available balance in your account payable to you or to you and each person or entity who claimed the funds. • Pay the funds into an appropriate court. We also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney's fees and expenses). How do we handle legal process? Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture or seizure, and other legal process relating to your account. We are permitted to accept and act on any legal process we believe to be valid, regardless of how and where it is served, including if process is served in locations, states, or jurisdictions other than the jurisdiction in which the account was opened or the account, property, or records are located. We may, but are not required to, provide notice of legal process relating to your account(s). Any fees or expenses (including attorney's fees and expenses) or losses we incur as a result of responding to legal process related to your account(s) are your responsibility. We may charge these costs to any account you maintain with us. If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claim against us? Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company's decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you. Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you. Are we allowed to restrict access to your account? Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control. Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice). Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time. 12 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F When can we close your account? • We reserve the right to close your account at any time. • If we close your account, we may send the remaining balance on deposit in your account by mail or credit it to another account you maintain with us. • We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. • After your account is closed, you will remain responsible for any negative balance. When can you close your account? • You can request to close your account at any time if the account is in good standing (e.g., does not have a negative balance or restrictions such as holds on funds, legal order holds, or court blocks on the account). At the time of your request, we will assist you in withdrawing or transferring any remaining funds, bringing your account balance to zero. Whether you or we close the account, you agree to maintain on deposit in your account sufficient funds (determined in our sole discretion) to cover outstanding items to be paid from your account, charge -backs including returned deposited items, and our fees and expenses. • All outstanding items need to be processed and posted to your account before you make a request to close. Once the account is closed, items will be returned unpaid. • Any recurring payments or withdrawals from your account need to be cancelled before you make a request to close (examples include bill payments and direct deposits). Otherwise, they may be returned unpaid. • We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. • At the time of your request to close: • For interest-earning accounts, your funds stop earning interest from the date of your request. • The Agreement continues to apply. • If you have requested closing your account and a positive balance remains, we may send you a check for the remaining balance. • After your account is closed, you will remain responsible for any negative balance. Are transactions subject to verification by us? Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which we have provided a receipt. We do not verify all transactions. We reserve the right to reverse or otherwise adjust, at any time without prior notice to you, any debit or credit we believe we have erroneously made to your account. Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are: • An item made out to a payee not on your account, • An item with an endorsement we are unable to verify, • A check or draft issued on a credit account, • A very Targe cash deposit, and • A non -U.S. item. When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. We can require all endorsers to be present and we may require you to deposit the item instead of permitting you to cash it. For non -U.S. items, please see the response to "How do we handle non -U.S. items?". We may require any person wanting to make a cash deposit to provide an acceptable form of identification before we accept the deposit for processing. Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit 13 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is Tess than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type. You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment amount by contacting your relationship manager. What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your account statement or it is made available to you, we will review the deposit and make any adjustment we determine is appropriate, subject to any applicable fees. If you do not notify us during this timeframe, we will consider the deposit amount on your statement to be correct. This means that if the actual amount is less than the amount on the statement, the difference will become your property. If the actual amount is more than the amount shown on the statement, the difference will become our property. Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other reports we can obtain include information from the following: 1) motor vehicle departments, 2) other state agencies, or 3) public records. Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive income that is reportable to the IRS. We accomplish this by obtaining a Form W-9 from all U.S. taxpayers and a type of Form W-8 from all foreign customers. • For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number ("TIN") from the primary owner of each account that earns reportable income. Until we have received the Form W-9 and TIN, we are required to apply backup withholding to that income. • Foreign individuals (also referred to as nonresident aliens) and foreign entities document their tax residency outside the U.S. on the applicable type of Form W-8. That form also allows us to apply the correct withholding rate or exemption to your income earned in the U.S. If you do not provide a valid type of Form W-8, we are required to apply the 30% withholding rate, or in some cases, presume you are an uncertified U.S. taxpayer subject to backup withholding on all income and gross proceeds regardless of whether or not it is U.S. sourced. • Accounts jointly owned by at least one foreign individual or entity must provide a Form W-8 or Form W-9 for all of the joint owners. • Foreign individuals provide a Form W-8BEN. Foreign entities that are the beneficial owner of the income provide a Form W-8BEN-E unless they can make a special withholding exemption claim and instead provide either a Form W-8EXP or Form W-8ECI. • Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a Form W-8IMY. In some cases, that Form W-8IMY must also include a withholding statement that allocates the income to each of the beneficial owners and copies of the tax certification documentation for those underlying beneficial owners. If you own your account as an individual or sole proprietor, upon your death we must be provided with the estates or successor's IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay interest earned on your account from the date of your death or apply backup withholding on the income earned after the date of your death. When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances: • To comply with the laws governing this Agreement; 14 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F • In connection with examinations by state and federal banking authorities; • To comply with any legal process, including a subpoena, search warrant, or other order of a government agency or court; • When we determine that disclosure is necessary or appropriate in order to complete a transaction; • To verify the existence and condition of your account for a third party, such as a merchant or credit bureau; • To provide information to your legal representative or successor; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • To our agents, independent contractors, and other representatives in connection with the servicing or processing of your account or account transactions, account analysis, or similar purposes; • To our affiliates and affiliated companies; and • If you give your permission. How do we protect your data? We are part of an international business with affiliated companies, employees, and service providers (collectively "Personnel") located in the United States and a number of countries around the world. Any information or data we obtain in connection with or relating to your accounts or services, including personal information (collectively "Data"), may be accessed by Personnel in any of these countries. Any of these Personnel will be subject to the requirements of our information security program, which includes policies to protect Data and limit access to those Personnel with a reasonable business need to know. Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice. Monitored and recorded communications include: • Telephone conversations, • Electronic messages, • Electronic records, or • Other data transmissions. Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity. You authorize your wireless operator (AT&T, Sprint, T -Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile phone number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Wells Fargo with your wireless operator's account profile information for the duration of the business relationship. Checking and savings accounts What are the requirements for a correct endorsement? An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you deposited to your account, we may endorse it for you. We may also send for collection any unendorsed check that is payable to you that you have deposited to your account. 15 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Are we bound by restrictions or notations on checks? No. We are not bound by restrictions or notations, such as "void after six months," "void over $50," or "payment in full." When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur relating to the notation or restriction. What is a substitute check? A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: "This is a legal copy of your check." You can use it the same way you would use the original check. As noted in the legend, a substitute check is the same as the original check for all purposes, including proving that you made a payment. Any check you issue or deposit that is returned to you may be returned in the form of a substitute check. You agree that you will not transfer a substitute check to us, by deposit or otherwise, if we would be the first financial institution to take the substitute check, unless we have expressly agreed in writing to take it. What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be released or discharged from any liability for the breach so long as we notify you of the breach within 120 days after we learn of the breach. If we fail to notify you within this 120 -day period, you will be released from liability and discharged only to the extent our failure to notify you within this time period caused a loss to you. How do we handle non -U.S. items? A non -U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not organized under U.S. law. We are not required to accept a non -U.S. item for deposit to your account or for collection. We may accept non -U.S. items on a collection basis without your specific instruction to do so. We can reverse any amount we have credited to your account and send the item on a collection basis even if we have taken physical possession of the item. If we accept a non -U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. If the non -U.S. deposited item is returned unpaid for any reason, we will charge the amount against your account (or any other account you maintain with us) at the applicable exchange rate in effect at the time of the return. For information on the applicable exchange rate, see "What is the applicable exchange rate?" in the "Rights and responsibilities" section of this Agreement. Our funds availability policy does not apply to a non -U.S. item. What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return. What happens if we send an item for collection? We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer's bank for payment. Your account will not be credited for the item until we receive payment for it. Our funds availability policy does not apply to an item we accept for collection. What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with us). We can do this when we are notified that the item will be returned. We do not need to receive the actual item (and usually do not receive it). We can do this even if you have withdrawn the funds and the balance in your account is not sufficient to cover the amount we hold or deduct and your account becomes overdrawn. In addition, we will charge you all applicable fees and reverse all interest accrued on the item. 16 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made or we otherwise have reason to believe the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, or for any other reason. When the claim is finally resolved, we will either release the hold or deduct the amount of the item from your account. We are not legally responsible if we take or fail to take any action to recover payment of a returned deposited item. What happens when an electronic payment is reversed? We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We can deduct the amount from any account you have with us at any time without notifying you. You agree to promptly repay any overdrafts resulting from the reversed payment. Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item. Electronic check indemnifications What warranties do we provide for electronic checks and electronic returned checks? An "electronic check" and an "electronic returned check" mean an electronic image of, and electronic information derived from, a paper check or a paper returned check. When we transfer or present an electronic check or electronic returned check, we provide the following warranties: • Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information on the front of the check as of the time that the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of a check. • No Double Debit Warranty: We guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double debit warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the image quality warranty and the no double debit warranty to the transferee returning bank, the depository bank, and the owner. What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "losses and liabilities") by us arising directly or indirectly from or related to the transfer or return of an electronic check or an electronic returned check on your behalf. If we suffer any losses or liabilities arising directly or indirectly from or related to a breach of either the image quality warranty or the no double debit warranty, you will reimburse us and not hold us responsible or liable. What indemnities are applicable to remote deposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank that accepts the original check from which an electronic check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of depository bank indemnity obligation, you will indemnify and reimburse us and not hold us 17 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F responsible or liable. What indemnities are applicable to electronically created items? If we transfer or present an "electronically created item" and receive settlement or other consideration for it, we are required to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that: • The electronic image or electronic information of the electronically created item is not derived from a paper check; • The person on whose account the electronically created item is drawn did not authorize the issuance of the electronically created item or to the payee stated on the item; or • A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically created item in such a way that the person is asked to make payment based on an item or check it has paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable. Funds availability policy When can you withdraw funds? Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits. Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the deposit in-person to one of our employees or agents and you use a special deposit slip we provide: • State and local government checks that are payable to your company. • Cashier's, certified, and teller's checks that are payable to your company where we are not the issuer or drawee. While we generally make funds from your check deposits available to you on the first business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules we provide or make available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit is made. Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, the length of the delay varies depending on the type of deposit as explained below. Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented for payment and applicable fees that you have incurred. When is your deposit considered received? For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before our established cutoff time on a business day that we are open, we will consider that day to be the day your deposit is received by us. For deposits granted same calendar day availability as described below, the calendar day you make the deposit will be considered the day of deposit. For all other deposits, if you make a deposit after our cutoff time or on a day we are not open, we will consider the day your deposit is received by us to be the next business day we are open. Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska). Any deposits placed in a "night depository" before the established deadline on a business day we are open will be credited to your account by the close of business that day. Deposits placed in the "night depository" after the established 18 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F deadline will be credited to your account by the close of the next business day we are open. Same business day availability The following deposits will be available on the business day we receive the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on us. If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these deposits will be available on the second business day after the day we receive your deposit. For example, if we receive your mailed deposit on Monday, the funds will be available on Wednesday. Longer delays may apply. In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available until the second or third business day after the day of your deposit. The first $225 of your deposit, however, may be available on the first business day after the day of your deposit. Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit. If you need the funds from a deposit right away, you may ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: • We believe a check you deposit will not be paid. • You deposit checks totaling more than $5,525 on any one day. • You redeposit a check that has been returned unpaid. • You have overdrawn your account repeatedly in the last 6 months. • There is an emergency, such as a failure of computer or communications equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit. Holds on other funds (check cashing) If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cash would have been available if you had deposited it. Holds on other funds (other account) If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available until the time periods that are described in this policy. 19 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Available balance, posting order, and overdrafts How do we determine your account's available balance? • Your account's available balance is our most current record of the amount of money in your account available for your use or withdrawal. We use the available balance to process your transactions during the day (e.g., wire transfers and other electronic transactions). We also use the available balance when we process your transactions during our nightly processing. We calculate your available balance as follows: We start with the ending daily account balance from our prior business day nightly processing that includes all transactions deposited to or paid from your account. • We subtract from this balance any holds placed on a deposit to your account and any holds placed due to legal process. • We add pending deposits that are immediately available for your use (including cash deposits, electronic deposits, and the portion of a paper check deposit we make available; see "Funds availability policy" section for details). • We subtract pending withdrawals we have either received (such as wire transfers and other electronic transactions) or are known to us (such as your checks we receive for payment from your account) but have not processed. How do we post transactions to your account? We post transactions each business day (Monday through Friday except federal holidays) during our nightly processing. Once we process a transaction, we post the results to your account. There are three key steps to this process. The most common types of transactions are processed as described below. 1. We determine the available balance in your account (as described above) that we can use to pay your transactions. 2. We sort your transactions into three categories: deposits, "must -pay" transactions, and checks and certain ACH payments. • Deposits. We credit your account for deposits, including cash and check deposits and incoming electronic transfers, received before the cutoff time at the location the deposit or transfer was made. • "Must -pay" transactions. A "must -pay" transaction is a withdrawal/payment we have previously authorized and cannot return unpaid, such as account transfers, and teller -cashed checks. If we receive more than one of these transactions for payment from your account, we will generally sort and pay them based on the date and time we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount. • Checks and certain ACH payments. Finally, we use your remaining funds to pay to pay your checks and preauthorized ACH payments (such as bills you pay by authorizing a third party to withdraw funds directly from your account). If there is more than one of these types of transactions, they will be sorted by the date and time we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount. 3. If the available balance in your account is not enough to pay all of your transactions, we will decide whether to pay your transaction and overdraw your account or return your transaction unpaid. 20 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F • Important Note: When we receive multiple transactions on the same day and the available balance in your account is not enough to pay all the transactions, we reserve the right to choose the order in which we pay the transactions, including paying the highest dollar amount first or in any other order we determine in our sole discretion. Additional rules for checks and withdrawals What identification do we request to cash items presented over the counter by a non -customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification. Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five business days' advance notice to ensure we have sufficient cash on hand. We do not have any obligation to provide security if you make a large cash withdrawal. If you want to deposit cash for a very large amount, we have the right to require you to provide adequate security or exercise other options to mitigate possible risks. Can you perform transactions at an affiliate? Yes. You may make deposits to and withdrawals from your account at an affiliate, provided the affiliate agrees. If you make a deposit to your account at an affiliate, that affiliate's collection schedule and funds availability policy will determine when the deposited funds will be considered collected and available. If an affiliate cashes an item for you, we may place a hold on your account for a corresponding amount of funds. If the item is later returned to the affiliate for any reason, we may debit one or more of your accounts for the amount of the item. Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce multiple signature requirements. If you indicate that more than one signature is required, this indication is for your own internal procedures and is not binding on us. Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it: • Has special written instructions indicating we should refuse payment (e.g., "void after 30 days" or "void over $100"); • Is stale -dated (i.e., the check's date is more than 6 months in the past), even if we are aware of the check's date; • Is post-dated (i.e., the check's date is in the future); or • Is not dated. We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or made a notation on the check's face to pay it in a foreign currency. The encoded amount is in the line along the bottom edge of the front of the check where the account number is printed. Can you use a facsimile or mechanical signature? Yes. If you use a facsimile or computer-generated signature and/or a logo (including a stamp), any item appearing to use your facsimile or computer-generated signature and/or logo will be treated as if a signer on your account had actually signed it. Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account ("a consumer ACH debit entry"). We will have no obligation to pay, and no liability for paying, any consumer ACH debit entry on your account. 21 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F What is the acceptable form for your checks? Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must include our name and address, as provided by us. Certain check features, such as security features, may impair the quality of a check image that we or a third party create. We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our equipment. We are not responsible for losses that result from your failure to follow our check standards. How do you reorder checks? You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the telephone number shown on your account statement. If you or a third party prints its items, we shall have no liability to you if we are unable to process these checks by automated means. How do you stop payment on a check? You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check. Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay the check from your account. This verification may occur after we accept your stop payment order. In order to issue a stop payment order on a check, we request the following information: • Your bank account number, • The check number or range of numbers, • The check amount or amounts, • The payees' names, and • The date on the check. We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the check. We are also not responsible if we do not pay a check for which a valid stop payment order is in effect. What is the effective period for a stop payment order? A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do not have our STOP AUTO -RENEWAL Service on your account, you must place a new stop payment order if you do not want it to expire. We treat each renewal as a new stop payment order. We will charge you for each stop payment order you place (as well as each renewal). If you have our STOP AUTO -RENEWAL Service on your account, your stop payment order renews annually for up to six 12- month periods, unless you otherwise notify us in writing. How do you cancel a stop payment order? To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it. Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check cashing business) of the check, and potentially additional amounts that the holder may be due under the laws governing this Agreement. How can you prevent a post-dated item from being paid before its due date? 22 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until that date, unless you instruct us to do so through the use of a stop payment order for the item. You are responsible for notifying us to cancel the stop payment order when you are ready to have that item paid. How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to "Fund transfer services" In the "Electronic banking services" section of this Agreement. Your account ownership Can you assign ownership of your account? No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your account is subject to our setoff rights. What if an owner does not sign account documentation? If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or other account -related documentation, it does not prevent us from treating the customer as an owner or a co-owner of that account; we are not liable to anyone as a result. Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who caused or benefited from the overdraft. If there is a setoff, an enforcement of our security interest in your account, or legal action (such as a third party garnishment, seizure, forfeiture, or tax levy) affecting any co-owner, we have the right to treat all funds in the account as belonging to the customer against whom the setoff, enforcement of the security interest, or other legal action is directed. If your account is closed for unsatisfactory handling, we may report all joint owners to the consumer reporting agencies. What happens upon death or incompetence of a signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may: • Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account, • Pay (without inquiring) any item authorized by the account owner before being declared incompetent or dying, • Return or reverse deposits made to the account, and • Apply funds in the account to any debt the account owner owes us before recognizing the rights to any remaining funds of a surviving joint owner or other person. If we are liable for taxes because we released funds in an account after the account owner's death, the account owner's estate is responsible for reimbursing us for those taxes. Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide documentation evidencing any change in the ownership or control of the entity following applicable legal formalities. 23 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Interest earning accounts What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield (APY) for your account. Interest earning accounts earn interest at a variable rate, except time accounts. We may change the interest rate for variable-rate accounts at any time. The interest rate may vary depending on your daily balances. How do we calculate earned interest? We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have specified otherwise in writing, we will use the daily balance method to calculate interest. The daily balance method applies a daily periodic rate to principal each day. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal each day and dividing by the number of days in the period. If your account is a tiered -rate account, we may pay the same interest rate on more than one tier. When does a deposit begin accruing interest? Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item. Is interest compounded and when is it credited? Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account. Can you specify a target balance on your accounts? Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as your "principal account" and one or more additional accounts as "target balance accounts." For each target balance account, you will separately specify to us in writing the ledger balance or collected balance which you wish to maintain in that account (the "target balance"). At the end of each business day, we will determine the applicable balance on deposit in each target balance account. If the applicable balance in a target balance account is greater than its target balance, we will transfer to the principal account the funds necessary to bring the applicable balance to the target balance. If the applicable balance is less than the target balance, we will transfer to the target balance account the funds necessary to bring the applicable balance to the target balance. We may, but will not be required to, transfer funds even if the transfer would create an overdraft or exceed the collected balance on deposit in the principal account. When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement in a month later than the month in which it occurs. What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365 -day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period. We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your account statement. 24 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account. Time accounts (CDs) What are time accounts? Time accounts include deposits which are payable at the expiration of a specified term, no less than seven calendar days after the date of deposit. We may also refer to a time account as a CD or a Certificate of Deposit, even though we do not issue a paper certificate when opening the account or require a paper certificate to close the account. The time accounts maturity date is the last day of the term for the time account. The maturity date is printed on your receipt. When can you withdraw funds from your time account? You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw funds without a penalty within the seven calendar days after the maturity date (grace period). You may be charged a penalty if you make a withdrawal at any other time. How is the early withdrawal penalty assessed? If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms: • Less than three months (or less than 90 days), the fee is one month's interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest. • Over 12 months through 24 months, the fee is six months' interest. • Over 24 months, the fee is 12 months' interest. The minimum fee is $100. The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal penalty, one month's interest is equal to one year's interest - at the interest rate in effect at the time of withdrawal - divided by 12. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned interest, the difference is deducted from the principal. In no event will the early withdrawal penalty for a withdrawal during the first six days after the date of deposit be less than seven days' simple interest. Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period. Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY. How does your time account renew? Your time account will automatically renew at maturity: • Typically for a similar term unless we inform you prior to maturity of a different term; and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise. 25 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Electronic banking services Fund transfer services The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in addition to, and not in place of, any other agreements you have with us about funds transfers. The terms "funds transfer," "funds -transfer system," "payment order," and "beneficiary" are used here as defined in Article 4A of the Uniform Commercial Code, as adopted by the state whose laws govern this Agreement. Rules of funds transfer systems Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the transfers are made, including Fedwire, the National Automated Clearing House Association, the Electronic Check Clearing House Organization, any regional association (ACH), the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunications (SWIFT), and the RTP system (RTP System). We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our violation of applicable law, including requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control and the Financial Crimes Enforcement Network. Sending funds transfers In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select. Notice of funds transfers We will notify you of funds electronically debited from or credited to your account through the account statement covering the period in which the transaction occurred. We are under no obligation to provide you with any additional notice or receipt Reliance on identification numbers • If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name and account number, we may make the payment based on the account number, even if it identifies a party different from the named recipient. • If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and identification number, we may rely on the identification number as the proper identification of the financial institution. Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or erroneous. You will also notify us of the facts within a reasonable time, not exceeding 14 days after you have received your account statement from us on which the funds transfer appears or you otherwise have notice of the funds transfer, whichever is earlier. You must notify us within 14 days to be entitled to a refund from us. If you do not notify us within 14 days, we will be entitled to retain payment for the funds transfer. Erroneous payment orders We have no obligation to detect errors you make in payment orders - for example, an instruction to pay a beneficiary not intended by you, or to pay an amount greater than the amount you intended, or a transmission of a duplicate payment order previously sent by you. If we detect an error on one or more occasions, we will not be obligated to detect errors in any future payment order. ACH transactions In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your account that you transmit through an ACH: • Your rights for payments to or from your account will be based on the laws governing your account. 26 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F • When we credit your account for an ACH payment, the payment is provisional until we receive final settlement through a Federal Reserve Bank or otherwise receive payment. • If a payment is credited to your account and we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your account. • You authorize any Originating Depository Financial Institution (ODFI) to initiate, according to ACH Operating Rules, ACH debit entries to your account for presentment or re -presentment of items written or authorized by you. Reversal or return of ACH transactions Under the ACH Rules, we can return any non -consumer ACH debit entry as unauthorized until midnight of the business day following the business day we post the entry to your account. (For example, if we post the entry on Tuesday, we can return it up to midnight on Wednesday.) For us to meet this deadline, you are required to notify us to return any non- consumer ACH debit entry as unauthorized by the cutoff time we separately disclose. The cutoff time is currently 3:00 PM Central Time. (In the example above, you would need to notify us by 3:00 PM Central Time on Wednesday). If you do not notify us in a timely manner of the unauthorized non -consumer ACH debit entry, we will not be able to return it without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between you and the originator of the entry. Stop payment orders on ACH debit entries You may request a stop payment order for an ACH debit entry that has not already been paid from your account. An "ACH debit entry" is an order or request for the withdrawal of money from your account through ACH. To be effective, a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. If you provide oral instructions to stop payment on an ACH debit entry, we may require confirmation in writing. If that written confirmation is not received, we may remove the stop payment order after 14 days. An instruction to revoke a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. To place a stop payment order on an ACH debit entry, you must provide: • Your account number, • Amount of the ACH debit entry, • Effective date of the ACH debit entry, and • Name associated with the originator of the debit entry. We may request additional information and may use only a portion of the required information to identify the ACH debit entry. We may be able to place a stop payment order based on the company identification number of the originator of the ACH debit entry, but this may stop all ACH entries received from this sender. Additional information on ACH debit entries Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company identification number or individual identification number) may result in payment of the ACH debit entry. You acknowledge this risk and agree that you are responsible for notifying the originator of the ACH debit entry that your authorization has been revoked. You agree to indemnify and reimburse us and hold us harmless from and against any loss incurred by us as a result of our paying an ACH debit entry if any of the information relied on in the stop payment order is incorrect or incomplete (or as a result of us not paying an ACH debit entry for which a valid stop payment order is in effect). Receiving RTP payments The following additional terms apply to any real-time payments we receive for credit to your account through the RTP System. The terms "sender," "receiver," and "sending participant" are used here as defined in the System Rules governing RTP payments ("RTP Rules"). In addition to the RTP Rules, RTP payments will be governed by the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, as applicable, without regard to its conflict of laws principles. • The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the 27 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. RTP payments that are permitted under the RTP Rules and our requirements will be considered eligible payments for purposes of this Agreement. • RTP payments cannot be cancelled or amended by the sender. If we receive a message from a sending participant requesting return of an RTP payment received for credit to your account, we may notify you of that request. You are not obligated under the RTP Rules to comply with any such request for return of funds. Any dispute between you and the sender of an RTP payment should be resolved between you and the sender. • If you do not wish to accept an RTP payment received for credit to your account, you may request that we return that payment to the sender. We may, at our sole discretion, attempt to honor that request, but will have no liability for our failure to do so. • RTP payments are typically completed within 30 seconds of transmission of the RTP payment by the sender, unless the RTP payment fails or is delayed due to a review by us or the sending participant, such as for fraud, regulatory, or compliance purposes. Transaction limits imposed by the RTP System or sending participant may also prevent RTP payments from being received for credit to your account. Selected services Stagecoach Deposit® - ATM Deposit Only Card Service. You may elect to use Wells Fargo's Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the setup form for the service. This service allows you to make deposits to your account using a Stagecoach Deposit® ATM Deposit Only card ("Deposit Card") at a designated Wells Fargo® ATM ("ATM") or in a Wells Fargo branch. When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we provide. You will gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN"); you assume the risk of misuse of both. We will provisionally credit each deposit to your account based on the amount you key into the ATM. Your ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and our funds availability policy applicable to your account. If the dollar amount of your deposit - as determined by us - differs from your total (as shown on your ATM receipt), we will send you a statement showing the amount of this difference. You agree that our count of the dollar amount of your deposit will be conclusive and binding on you. You will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If you claim any portion of a deposit was lost or stolen while in our custody, you acknowledge that you have the burden of proving your claim. If you order supplies for the ATM Deposit Service through the ATM, you authorize us to initiate debits to your account and credits to the accounts of third party vendors to cover the cost of those supplies provided to you. Those transfers may be processed through an automated clearing house or any other means chosen by us, and will be subject to the rules of the funds transfer system used by us. Your authorization for the transfers will remain in full force and effect until we have received written notification from you of its termination in a time and manner as to afford us and any third -party vendor a reasonable opportunity to act on it. Stagecoach Deposit® - Post Verify Service. If you elect to use our Stagecoach Deposit® - Post Verify Service, you will prepare, package, and deliver Stagecoach deposits to us according to our instructions. We will provisionally credit your account for the currency shown on the deposit ticket enclosed in your Stagecoach deposit bag as follows: • Same day credit for deposits delivered to one of our offices before that office's cut-off time on any business day we are open or for deposits placed in night depository before 6:00 a.m. on any business day we are open; or • Next business day credit for deposits delivered to one of our offices on any business day we are open on or after the office's cut-off time or on any non -business day. All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach deposit bag either at a later time in our office or when your Stagecoach deposit bag is delivered to our cash vault. Checks will be verified when they are delivered to our check processing center. We reserve the right to adjust (debit or 28 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F credit) your account if we determine that the amount shown on your deposit ticket is incorrect. Because the frequency of armored courier transportation from our offices to our vaults varies from office to office, the time it takes to verify your Stagecoach deposit may vary, depending on the office to which your Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three business days. Adjustments will be effective when they are processed. 29 Commercial Account Agreement DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Treasury Management Product Enrollment Customer Information Customer Name Street Address City Country Name Primary Contact Email Address CEO Company ID FAR Ci State CEO® Users Set-up Country Code (if applicable) Phone Fax Zip User Name User ID (if existing) Select one or more CEO Products for the user(s) listed above: ACH Payments' User ❑ ACH Payments' Administrator ❑ ACH Fraud Filter ❑ Cards' ❑ Payment Manager Online • Other Treasury Management Products not in Administration' ❑ Other Treasury Management Products in Administration' ❑ Cash Vault (specify): ❑ Deposit Inquiry 0 Change Orders Inquiry ❑ Change Orders ❑ Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Recognition Card. 3 Autolink, Bill Manager, Document Retrieval, Electronic Document Delivery, Invoice Manager, Payment and Delivery Preferences, Receivables Manager, Retail Lockbox Image Archive, Reverse Positive Pay, Sweep and Fed Funds - Statements and Confirmations, and Wells Fargo Business Online (Single Sign On). 4 Alerts, ARP Register Maintenance, Basic Banking, Canadian Treasury Services, Cash Concentration, Centralized Disbursements, Centralized Disbursements— Clients, Claims Payments, Deposit Maintenance (Smart Decision), Desktop Deposit, E -Box Decisioning, Fed Funds, Image, Image Positive Pay, Item Detail Inquiry Service, Lockbox, Lockbox Correspondence, Payment Manager File Validation Tool, Retumed Items, SAFE Transmission, Statements and Notices (Client Analysis Statements, Commercial Checking/Savings ,Account Statements, Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices), Supplier Payments, Transaction Search, Treasury Information Reporting, and WeIIsTAX®. Does the customer have Administration, or is it included in the current request? Yes No CEO® Users Set-up User Name User ID (if existing) © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page l of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F User Name User ID (if existing) Select one or more CEO Products for the user(s) listed above: • ACH Payments' User ACH Payments' Administrator ACH Fraud Filter 0 Cards' Payment Manager Online ❑ Other Treasury Management Products not in Administration' • Cash Vault (specify): ❑ Deposit Inquiry 0 Change Orders Inquiry Change Orders 0 Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Recognition Card. 3 Autolink, Bill Manager, Document Retrieval, Electronic Document Delivery, Invoice Manager, Payment and Delivery Preferences, Receivables Manager, Retail Lockbox Image Archive, Reverse Positive Pay, Sweep & Fed Funds - Statements & Confirmations, & Wells Fargo Business Online (Single Sign On). 4 Alerts, ARP Register Maintenance, Basic Banking, Canadian Treasury Services, Cash Concentration, Centralized Disbursements, Centralized Disbursements —Clients, Claims Payments, Deposit Maintenance (Smart Decision), Desktop Deposit, E -Box Decisioning, Fed Funds, Image, Image Positive Pay, Item Detail Inquiry Service, Lockbox, Lockbox Correspondence, Payment Manager File Validation Tool, Retumed Items, SAFE Transmission, Statements & Notices (Client Analysis Statements, Commercial Checking/Savings Account Statements, Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices), Supplier Payments, Transaction Search, Treasury Information Reporting, & WellsTAX®. Does the customer have Administration, or is it included in the current request? 0Yes No RSA SecurlD Token Request Set-up Please complete the information below to manage RSA SecurlD Tokens for Company and Users RSA SecurlD tokens are mailed to Company Administrators. If the Company Administrator's mailing address is different than the address listed above in the Customer Information section, please indicate the correct mailing address below: Company Administrator Name Street Address (tokens cannot be shipped to post office boxes): For new users • New Token: • Assign Token: Phone Number City State Zip To order a token for the first time for a user. To assign a token to a new user from the supply of tokens accumulated in your Company Token Pool. For users who have a token today (to request changes for existing users): • Replace Token: To order a replacement token for an existing user if there are no tokens available in the Company Token Pool. To assign a token to a new user from the supply of tokens available in your Company Token Pool. To remove a token from a user and return the token to you Company Token Pool for reassignment. Please begin collecting and securely retaining unassigned tokens instead of discarding them. To delete a token completely. This option will remove the token from a user and your Company Token Pool. Once a token is deleted, it can no longer be reused and should be discarded. Follow your local e -waste disposal regulations to dispose of old tokens. • Assign Token: • Un -assign Token: • Delete Token: © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 2 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F User Name #1 User ID (for existing CEO@ users) Token Serial #* New User Existing User (Select one box only) ACH Payments Admin ❑ Yes 0 New Token ❑ Assign Token* ❑ Replace Token ❑ Assign Token* ❑ Un -Assign Token* ❑ Delete Token* 0 No CEO® Administration Set-up Type of Request - Select request type with corresponding start date. ❑ New ❑ Change (Make selections only for options that should change) Start Date: Company Administrator - Complete applicable fields. Company Administrators automatically gain access to all Administration functions. If selecting Administrator you will need to specify the detailed Administration functionality that should be entitled. A minimum of two (2) Company Administrators is required for Dual Custody. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Commercial Electronic Offlce® (CEO®) portal services. Company Administrator Name Email Address Token Serial Number (If reassigning existing token) User ID (if existing) Administrators You will need to specify the detailed Administration functionality that should be entitled to an Administrator level user. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Commercial Electronic O ffice@ (CEO@) portal services. Administrator # 1 Detailed Setup - Complete applicable fields Administrator Name Email Address Token Serial Number (If reassigning existing token) User ID (if existing) User Administration Options El User Maintenance ❑ Administrator Maintenance ❑ Reset Password If granting User Maintenance or Reset Password what users can the Administrator view and manage? ❑ All Users User List: ❑ Specific Users If granting User Maintenance what CEO Services can the user administer? ❑ All CEO Services ❑ Specific CEO Services CEO Services: © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 3 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F If granting User Maintenance what Accounts can the user administer? ❑ All Accounts Accounts: ❑ Specific Accounts If granting User Maintenance what ACH IDs can the user administer? ❑ All ACH IDs ❑ Specific ACH IDs ACH IDs: WellsOne Commercial Card use only ❑ All Divisions ❑ Specific Divisions List Divisions that can be administered. Company Administration Options ❑ Manage User Defined Lists ❑ All User List ❑ Specific User List: Specify User List(s) that can be administered. O All Account List ❑ Specific Account List: Specify Account List(s) that can be administered. O Manage Company Dual Custody Settings ❑ Manage Account Nicknames ❑ Manage ACH Custom Names ❑ Access to Administration Reports ❑ Manage Tokens Company Service Options 0 Manage Company Alerts Settings ❑ Manage Company Wires Settings ❑ Manage Company Statement and Notices Settings Custody Option Single Custody - Non -Standard Security Procedure - Customer has declined to use dual custody, which is part of Bank's standard CEO@ Administration procedures. With dual custody, an authenticated second user approves select high-risk activities. Customer has instead elected to use single custody. With single custody Secure Validation is used for ACH Payments, Foreign Exchange, Wires, and Administration activities within CEO Administration. Customer acknowledges the significantly reduced security, and recognizes the risks and losses that may materialize as a result of its decision to use single custody. Dual Custody - Bank's standard CEO@ Administration procedures also include dual custody for select, high-risk activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. Forced Dual Custody - By selecting this option, you agree that Wells Fargo will control the dual custody settings for all products and transactions initiated in the CEO@ Administration service. You will not be able to change the dual custody settings in Administration, as these may only be modified by contacting your bank representative. Customized Forced Dual Custody - By selecting this option, you agree to work with your banker to customize your dual custody preferences and select the Administration transactions that will require dual custody. Once these customizations have been established you will not be able to modify or remove them through the CEO@ Administration service, as they may only be changed by contacting your banker. If you enroll in a new CEO@ product, it will not automatically be placed in dual custody, unless you contact you bank representative. © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 4of15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Customized Forced Dual Custody Settings - Select the products you would like under dual custody in the CEO@ Administration service. Only select products for which your company is enrolled. Additionally, specify the CEO@ Administration service functions you would like under dual custody. Product Custody Settings ACH Payments (incl. Domestic and International) Forced Dual Custody Single Custody Administration Forced Dual Custody Single Custody Alerts Forced Dual Custody Single Custody Basic Banking Canadian Treasury Solutions Cash Concentration Centralized Disbursements Centralized Disbursements - Clients Claims Payments Credit Management Dealer Inventory Finance Deposit Maintenance Derivatives Access Desktop Deposit E -Box Decisioning Fed Funds Foreign Exchange Fraud Manager: ACH Fraud Filter ARP Register Maintenance Image Positive Pay Image Institutional Investing — Reporting Item Detail Inquiry Service Lockbox Payment Manager@ Returned Items SAFE Transmission Statements and Notices Supplier Payments Transaction Search Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody ❑ Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody ® 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 5 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Product Custody Settings Treasury Information Reporting Warehouse Lending Finance WFED - Wells Fargo Electronic Deposit Wells Capital Management WellsOne Virtual Card Payments WeIIsTAX Payments WF Business Online Banking Wires Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Administration Settings Custody Settings Add/Edit User Password Reset Hide Secret Question and Answer Wires Limits and Authorizations Desktop Deposit Company Preferences Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody Forced Dual Custody Single Custody ❑ Forced Dual Custody Single Custody CEO® Wires Set-up 0 New ❑ Change Company Authorization - (For existing CEO Wires customers, only complete values in this section if an update is requested. For New requests confirm and update all fields in this section.) $ Shared (Default) Beneficiary Originator ❑ Yes ❑ No (Default) El Yes (Default) 0 No ❑ Yes (Default) ❑ No ❑ Wires Book Transfer $ Drawdown $ Complete the following regarding Funds Transfer Information for specific payment types — (For new and existing CEO Wires customers, only complete values in this section if an update is requested. For New requests; at least one (1) Wire Type must be selected). Wire Transfers (Domestic, Intl and Federal Tax Payment) Templated Only El Freeform Only Templated and Freeform @ 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) N/A - No Change N/A - No Change Page 6 of 15 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F Drawdown Templated Only Freeform Only Templated and Freeform N/A - No Change N/A - No Change Book Transfer Templated Only Freeform Only Templated and Freeform N/A - No Change N/A - No Change Template Maintenance Not Applicable N/A - No Change Not Applicable Account Authorization - Account Services Limits (For existing CEO Wires customers, only complete values in this section if an update is requested. For New customers at least one (1) account in this section is required). Wires ❑ Drawdowns ❑ Book Transfers Template Maintenance ❑ Wires ❑ Drawdowns Book Transfers ❑ Template Maintenance Wires Drawdowns ❑ Book Transfers ❑ Template Maintenance Company Default Settings (Optional User Limits) For companies choosing to utilize Company Default User Settings (Default User Limits); complete all fields to specify optional default limits for users. Enter User information below and select the Use Company Default Limit checkbox. Wire Transfers Drawdown Book Transfer Template Maintenance User # 1 Information - Complete all fields User Name User ID (if CEO user) User Settings (For new and existing CEO Wires customers, only complete values in this section if an update is requested. For New customers without Administration; at least one (1) user in this section is required. Note: For customers in dual custody without Administration at least two (2) users are required). ❑ Yes No Yes ONo © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 7 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wire Transfer Templated Only Freeform Only Templated and Freeform Book Transfers ❑ Templated Only ❑ Freeform Only ❑ Templated and Freeform Drawdowns ❑Templated Only ['Freeform Only Templated and Freeform User Account Authorizations _ Provide account number and funds transfer service authorization type. Account Number Account Number Wires ❑ Create/Modify/Delete Approve/Reject Wires ❑ Create/Modify/Delete Approve/Reject Book Transfers Create/Modify/Delete Approve/Reject Book Transfers Create/Modify/Delete Approve/Reject Drawdowns ❑ Create/Modify/Delete Approve/Reject Drawdowns ❑ Create/Modify/Delete Approve/Reject Template Maintenance Create/Modify/Delete Approve/Reject Template Maintenance ❑ Create/Modify/Delete Approve/Reject Voice Wires Set-up 1) Type of Request: ❑ New ❑ Update Existing Information ❑ Delete Existing Information Account Numbers (list accounts to be debited for each wire transfer) 2) ❑ G/L ❑ DDA 3) ❑ G/L ❑ DDA ❑ G/L ❑ DDA Advice Information (additional fees apply for these services) For Fax or E-mail notification on intraday wire activity use the InfoFax setup form. Mail Advice (this paper based service is no longer available to add) ❑ Delete Mail Advice Mailing address for PINs (if blank, items will be mailed to address on primary statement mailing address) Mail PINs to: Authorized Callers (people authorized to initiate wires) $ Limit = Use "N" if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited. Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non -Repetitive Wire Initiation. Complete by checking appropriate box: R=Repetitive / B=Both Repetitive and Non -Repetitive. Authorized Callers First and Last Name $ Limit Phone Number including area code Initiation Type ❑R LIB Alternate Account to be Charged for Wire Fees © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 8 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F List account only if wire fees are to be assessed to this account. (Alternate account to be charged must be an Analyzed account. Not available to Retail customers.) ❑ DDA ❑ AU and G/L Optional Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided. Authorized Approvers first and last name $ Limit Phone Number including area code Payment Authorization Service This service is part of, and will be subject to the terms and conditions stated in the Commercial Account Agreement ("Agreement"). This set-up form supersedes any and all prior payment authorization service forms set up on the referenced account numbers. Termination: The Service(s) may be immediately terminated by you or us at any time with or without cause by giving written notice to the other party. Type of Request - Select request type. (Refer to the reference guide for complete instructions.) For Account -specific requests, enter individual account number or Master account number. Does not apply to Blanket Company Level Approval and do not list all Subaccounts. Maximum Check Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Amount Authorized Payment Service (the "Service") we will automatically (without your specific approval) return unpaid (marked "REFER TO MAKER") checks presented to us drawn against your account specified below which exceeds the Maximum Dollar Authorized Payment Amount specified below: Check one: ❑ Add Service ❑ Change Amount ❑ Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): Maximum Check Cashing Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Cashing Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below which exceed the Maximum Check Cash Amount specified below: Check one: ❑ Add Service ❑ Change Amount ❑ Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 9of15 Add Payment Authorization Service features checked below to all existing Blanket Company Level Approval — Subaccounts listed under the Master Checking this box covers all future accounts ❑ Account -specific Request ❑ Account— and/or subaccounts owned by the specified NOTE: Must attach subaccount list. legal entity. (A separate form must be Does not apply to Maximum Check completed for each legal entity.) Amount Authorized Payment Service. For Account -specific requests, enter individual account number or Master account number. Does not apply to Blanket Company Level Approval and do not list all Subaccounts. Maximum Check Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Amount Authorized Payment Service (the "Service") we will automatically (without your specific approval) return unpaid (marked "REFER TO MAKER") checks presented to us drawn against your account specified below which exceeds the Maximum Dollar Authorized Payment Amount specified below: Check one: ❑ Add Service ❑ Change Amount ❑ Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): Maximum Check Cashing Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Cashing Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below which exceed the Maximum Check Cash Amount specified below: Check one: ❑ Add Service ❑ Change Amount ❑ Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 9of15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Maximum Over the Counter Amount Authorized Payment Service SERVICE: Under the Maximum Over the Counter Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse withdrawal requests presented to us through our branch/store network drawn against your account specified below which exceeds the Maximum Over the Counter Withdrawal Amount specified below Check one: ❑ Add Service ❑ Change Amount Maximum Over the Counter Withdrawal: Account Number(s): ❑ Delete Service Checks to Individuals Authorized Payment Service SERVICE: Under the Checks to Individuals Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below for any item made payable to an individual. Check one: ❑ Add Service D Delete Service Account Number(s): Customer Legal Entity Information The enrollment contains ACH, Wire or Sweep services the following Customer Entities: Customer Legal Entity Name(s) Entity ID Type Entity ID Select One Designation of Wells Fargo Stagecoach Sweep® Option Customer DDA(s) Statements and/or Confirmations will be sent to Customer by electronic means unless otherwise requested by Customer. Electronic means include Bank's Commercial Electronic Office®, facsimile and/or Secure E -Mail. The Wells Fargo Stagecoach Sweep® Service Description can be viewed by pasting this link into an internet browser window: https://wellsoffice.wel Isfargo.com/ceopu b/assets/pdf/stgcoach-swp/Stagecoach_Sweep_Service_Description.pdf @ 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 10 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Investment Sweep Customer elects the Wells Fargo Stagecoach Sweep Preferred Option. D Add ❑ Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep, Preferred Option. ❑ Add ❑ Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option. O Add ❑ Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased Agreement Option. (Correspondent Bank Only) ❑ Add ❑ Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Sold Agreement Option. (Correspondent Bank Only) ❑ Add Ei Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased and Sold Agreement Option. (Correspondent Bank Only) ❑ Add ❑ Change Target Balance: Money Market Mutual Fund Sweep Customer elects the Allspring Treasury Plus Money Market Fund - Class A - Fund 453 Option. fl Add ❑ Change Target Balance: Customer elects the Allspring Treasury Plus MMM F- Service Class - Fund 454 Option. Add ❑ Change Target Balance: Customer elects the Allspring 100% Treasury Money Market Fund - Service Class - Fund 8 Option. © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 11 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F ❑ Add El Change Target Balance: Customer elects the Allspring Government MMMF Admin Class - Fund 947 Option. ❑ Add ❑ Change Target Balance: Customer elects the Allspring Government MMMF Institutional - Fund 1751 Option. ❑ Add D Change Target Balance: Customer elects the Allspring Government MMMF Select Class - Fund 3802 Option. ❑ Add ❑ Change Target Balance: Customer elects the Allspring Treasury Plus MMMF Institutional - Fund 793 Option. ❑ Add Change Target Balance: Credit Sweep Customer elects Bank's Credit Sweep Option. ❑ Add Change Target Balance: Obligor # (if applicable): Loan # (Obligation): Wire Transfer Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for Wire Transfers are: Commercial Electronic Office® (CEO®) - Dual Custody Commercial Electronic Office® (CEO®) - Single Custody Payment Manager® - Secure Application File Exchange Transmission ("SAFE -T") Payment Manager® - Machine -to -Machine ("M2M") Payment Manager® - IBM® Connect:Direct® with Secure Plus+ Payment Manager® - Value -Added Network ("VAN") Payment Manager® - SWIFT® FileAct © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 12 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Wells Fargo Gateway (API) Voice Bank's voice initiation security procedure consists of confirming (a) the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Customer for voice -initiated Payment Orders and (b) the voice print provided when placing a Payment Order matches the print registered for the PIN holder. Optional Verify Callback Service. If Bank receives a voice -initiated, non -repetitive Payment Order of $ or more, Bank will make one attempt to telephone an individual authorized to approve wires ("Authorized Approver"), not the initiator, to verify that Payment Order is authorized. A PIN and voice print are required to authenticate each Authorized Approver. If Bank is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed. SWIFT® ACH Origination Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for ACH are: Commercial Electronic Office® (CEO®) - Dual Custody Commercial Electronic Office® (CEO(9 - Dual Custody with User Approve Own Entitlements Commercial Electronic Office® (CEO®) - Single Custody Direct Origination - Secure Application File Exchange Transmission ("SAFE -T") Direct Origination - IBM® Connect:Direct® with Secure Plus+ Direct Origination - SWIFT® FileAct Wells Fargo Gateway (API) Payment Manager® - Secure Application File Exchange Transmission ("SAFE -T") Payment Manager® - Machine -to -Machine ("M2M") Payment Manager® - IBM® Connect:Direct® with Secure Plus+ Payment Manager® - Value -Added Network ("VAN") Payment Manager® - SWIFT® FileAct Third Party Service Provider Third Party Service Provider: Contact Person: Telephone: Fax: RTP Services For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for RTP are: Wells Fargo Gateway (API) Bill Manager Service For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 13 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F The Initiation Method and Security Procedure Customer has elected for Bill Manager is: Commercial Electronic Office® (CEO®) E -Bill Express Service For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method and Security Procedure Customer has elected for E -Bill Express is: Bill File Inbound - SAFE -T AR File Outbound - SAFE -T CEO® EDD, Electronic Document Delivery Set-up - For Company and Customer(Biller) ID Type of Request Customer (Biller) ID (must be associated with the CEO Company ID) CEO User Name CEO User Id Role (select one) Add ❑ Change ❑ Delete ❑View only (default) ❑View and Authorize Customer (Biller) Administrator❑ ❑Add ❑ Change ❑ Delete ❑View only (default) ❑View and Authorize Customer (Biller) Administrator Add ❑ Change ❑ Delete View only (default) ❑View and Authorize Customer (Biller) ❑Administrator Add ❑View Change ❑ Delete View only (default) and Authorize Customer (Biller) Administrator Zero Balance Account (ZBA) Request Type Master Account Child Account Cycle Target Balance EJ Add ❑ Change © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 14 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F International Zero Balance Account (ZBA) Level 2 Accounts Add O Change fl Debit* ❑ Credit* ❑ Target ❑ Maximum *One-way Sweep Level 3 Accounts O Add ❑ Change ❑ Debit* ❑ Credit* ❑ Target ❑ Maximum *One-way Sweep Customer Approval - (Authorized Signature Required) Each person who signs this form on Customer's behalf is authorized to do so by resolution, agreement or other legally sufficient action of the governing body of Customer, if Customer is not an individual, or is an Authorized Signer on Customer's account. Printed Name of Authorized Signer Phone Signature Date Submitter Name Submitter Phone Submitter E-mail Submitter Fax NOTE: If Voice Wire is a component of this form, once the customer approves and signs the form, the Banker/Relationship Manager must approve and sign the form, then fax it to Wire Implementation at 866-922-6202 from a valid Wells Fargo Fax. File copies in your location's record -retention file. © 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM -1500 (Rev 08/20/2021) Page 15 of 15 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FAR G0 Acceptance of Services 1. Agreement to be Bound by Service Documentation By signing this Acceptance of Services ("Agreement"), the customer identified on the signature block ("Customer" or "Company") confirms that it has received and agrees to be bound by the Service Documentation for the Treasury Management Services (each, a "Service"). Customer may also be referred to as "Company" in the Service Documentation. "Service Documentation" is defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasury Management Services. Customer's use of any Service, including each Service Customer enrolls in, confirms Customer's receipt of and agreement to be bound by the Service Documentation relating to that Service. 2. Power and Authority of Signer Customer has granted the person(s) signing this Agreement the authority on Customer's behalf to (1) enter into this Agreement and other agreements with Bank for Services on or after the Effective Date of this Agreement and (ii) amend, terminate or otherwise act on behalf of Customer with respect to this Agreement and the Services. 3. Security Procedures Unless otherwise agreed, Customer agrees that "Security Procedure" is the applicable security procedure described in the Service Documentation for Customer's Initiation Method for the Service, which Bank will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method Bank offers in the product enrollment form ("Set-up Form") or other Service Documentation for delivering Customer's Transaction instructions to Bank with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which Bank receives in Customer's name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. Bank will not use the Security Procedure to detect an erroneous or duplicate transaction. Customer will be responsible for any erroneous or duplicate transaction Bank receives in Customer's name. Customer agrees to be bound by each Transaction, whether or not authorized by Customer, issued in Customer's name and accepted by Bank in compliance with the Security Procedure for the Service. Acceptance of Services Page 1 of 2 (EDOCS#17849129 Rev. 05/26/20) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Commercially Reasonable Customer acknowledges that it has had an opportunity to review the Security Procedures offered by Bank in the Security Procedure Reference Guide, available on our Commercial Electronic Office portal. Customer agrees that each Security Procedure for the Initiation Method Customer has elected in the Set-up Form or other Service Documentation for each of its Services (a) best meets Customer's requirements with regard to the size, type and frequency of its Transactions, and (b) is commercially reasonable. If Customer has refused to use a standard Security Procedure and elects a non- standard Security Procedure, then Customer expressly agrees that the non-standard Security Procedure(s) Customer has elected better meets Customer's requirements than any standard Security Procedure with regard to the size, type and frequency of Transactions issued by Customer to Bank and is commercially reasonable. 5. Confidentiality of Security Procedure and Authentication devices/passwords Customer and Bank will preserve the confidentiality of the Security Procedure(s) and any passwords, codes, security devices and related instructions provided by Bank. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. Customer will maintain effective internal procedures to safeguard against any unauthorized Transaction and warrants that no individual will be allowed to initiate a Transaction without proper supervision and safeguards. Customer Name(s) Printed Name of Authorized Representative Signature Date Acceptance of Services (EDOCS#17849129 Rev. 05/26/20) 0 2020 Wells Fargo Bank, N.A. All rights reserved Page 2 of 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Master Agreement for Treasury Management Services The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (collectively, "Bank") provide you treasury management services (each a "Service"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in a Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document. You and we agree: 1. Service documentation. The Service Documentation contains the terms governing each Service and includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") you use in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted at our Commercial Electronic Office® (CEO()) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation. 2. Services. You and we will agree upon the Services to be provided and the start date for each Service. Each Service is subject to the approval by our applicable branch or subsidiary. We will notify you when you have completed all requirements for enrolling in the Service and the Service is ready for you to use. 3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If a change to a Service requires a change to the Service Documentation, we will post the document(s) with the change on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after a change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules. 4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other © 2021 Wells Fargo Bank, N.A. All rights reserved. Revised May 4, 2021 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F party. When a Service is terminated for any reason, the Service Documentation governing the terminated Service is also terminated. We may suspend or terminate any Service: a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to you if: 1. We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity, ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v. We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed. The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) below. 5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account. 6. Security procedures. a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service. b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable. 7. Confidential information. Unless otherwise stated in the Service Documentation, "Confidential Information" means all (a) User Guides and Terms of Use, and (b) Security Procedures, passwords, codes, security devices and related Page 2 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service. You will: a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use. 8. Currency conversion. When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return. 9. CEO portal. a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled and (ii) third -party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel. b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log -On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log -On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log -On Credentials and (ii) unencrypted electronic transmissions. c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. Page 3 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F d. e. f. i. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log -On Credentials only to your initial Company Administrator(s) who will (a) assign Log -On Credentials to other individuals and (b) designate those individuals as one of the following: (1) A Company Administrator, who may perform all functions of your initial Company Administrator, (2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or (3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self -enroll. Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log -On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self -enroll. ii. Bank administration. For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log -On Credentials to each User you designate. You will promptly revoke the Log -On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log -On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access. Terminating access. We may terminate or restrict any Authorized Agent's access to any Service through the CEO portal if we determine such use: i. Does not comply with any term applicable to the CEO portal, ii. Is not permitted by Applicable Law, iii. Is not authorized by you or any third party whose authorization we believe is necessary, or iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information. Miscellaneous. For purposes of this section 9 only, "Service" includes each service and product we or any of our affiliates offer that you access through the CEO portal. This section 9 will survive the termination of any Service or this Agreement. 10. Alerts. a. Non -subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose. Page 4 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 11. Liability and indemnification. a. We are not obligated to honor, in whole or in part, any payment order or other instruction that: i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you, iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account. d. We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. e. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of: i. The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense. 9. h. You will promptly provide us with written proof of Toss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for: i. Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or ii. Business interruption, loss of profits, Toss of business, loss of revenue, Toss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action. Page 5 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer. 12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law"). 13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section. 14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts. 15. Miscellaneous. a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. b. Entire agreement. The Service Documentation (and any documents referred to therein): 1. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and ii. Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable). c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. Page 6 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F d. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation. f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us. g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log -On Credentials and immediately notify us if you become aware or suspect that any Log -On Credential may have been compromised. h. Use of names. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use. i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. 1. You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us. ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service. vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation. 16. Survival. Sections 7, 9,11 - 15 will survive termination of the Services or this Agreement. Page 7 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F APPENDIX X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A., London Branch 2. Wells Fargo Bank, N.A., Cayman Islands Branch 3. Wells Fargo Bank, N.A., Canadian Branch Page 8 Master Agreement for Treasury Management Services DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Amendment to Master Agreement for Treasury Management Services Treasury Management Services © 2020 Wells Fargo Bank, N.A. All rights reserved. Approved for Use in Local Government Banking Only DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction This Amendment supplements and modifies the Master Agreement for Treasury Management Services ("Master Agreement") for [Customer Legal Name]. "You," "your" or "yours" refers to the customer identified in the immediately preceding sentence. The terms "we," "us," or "our" refer to the Bank. Capitalized terms used but not defined in this Amendment are defined in the Master Agreement. This Amendment constitutes part of the Service Documentation as defined in the Master Agreement. If there is a conflict between this Amendment and the Master Agreement or other Service Documentation, this Amendment will control. Except as expressly modified by this Amendment, all terms and provisions of Master Agreement and Service Documentation will continue to apply with full force and effect. Amendment We agree that the Master Agreement governing our relationship with you is amended as follows: 1. The following text is added at the end of Section 3 of the Master Agreement (titled "Changes to services"): "Notwithstanding the immediately preceding paragraph, through the Initial Term End Date (as defined below) Bank will not change the fees for Services reflected on Attachment A, except: • in order to reflect the impact of any change in Applicable Law; • in the event your Service usage volume is materially lower than that reflected on Attachment A; • for changes to Bank's pricing methodology for Services, including element IDs associated with a Service, so long as the change does not increase the total price of the Services to you (unless permitted under one of the two immediately preceding bullet points). If you implement additional Services not described on Attachment A prior to the Initial Term End Date, the fees for such additional Services will be as disclosed to you in connection with the implementation of such additional Services." 2. The following text is added at the beginning of Section 4 (titled "Term and termination") as a new first sentence: "Subject to the termination provisions below, the initial term of this Agreement will commence on [Insert Start Date] and expire on [Insert End Date] ("Initial Term End Date")[, and this Agreement may be extended for not more than [Insert Number] additional one-year extension terms by your and our mutual consent]." 3. The text of Section 12 (titled "Governing Law") is deleted in its entirety and replaced with the following: "Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of [Insert State Where Customer is Located], without reference to its principles of conflicts of laws ("Governing Law")." 2 Amendment to Master Agreement for Treasury Management Services 1 September 18, 2020 Approved for Use in Local Government Banking Only DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. The text of Section 14 (titled "Jurisdiction") is deleted in its entirety and replaced with the following: "Jurisdiction. For any proceedings regarding this Agreement (other than a proceeding subject to arbitration), you and we each hereby irrevocably submits to the jurisdiction of the courts of [Insert State Where Customer is Located] or the federal courts located there and irrevocably agrees that all claims relating to the proceeding may be heard or determined in those courts." WELLS FARGO BANK, N.A. [INSERT CUSTOMER NAME] By: By: Name: Name: Title: Title: Date: Date: 3 Amendment to Master Agreement for Treasury Management Services 1 September 18, 2020 Approved for Use in Local Government Banking Only DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Commercial Account Signature Card WELLS FARGO O Account #1 : CoID: Account #2: CoID: Title Line 1: Title Line 1: (Customer's full legal name matching Customer's formation documents — 40 characters max.) (Customer's full legal name matching Customer's formation documents — 40 characters max.) Optional Account Title Lines (40 characters max per line.) Title Line 2: Optional Account Title Lines (40 characters max per line.) Title Line 2: Title Line 3: Title Line 3: Title Line 4: Title Line 4: (If applicable, enter DBA name on last available title line) (If applicable, enter DBA name on last available title line) 2. Regulation GG Certification Is the, Customer, or any entity for which the account will be maintained, engaged in the business of Internet gambling? O No, this entity is not engaged in the business of Internet gambling. ▪ Yes, this entity is engaged in the business of Internet gambling. 3. Account Signers Signer #1 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. ❑ Limited Signer ❑ Authorized Signer Internal use only: CIS customer number for above signer: Signer #2 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. • Limited Signer Authorized Signer Internal use only: CIS customer number for above signer: Signer #3 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. ▪ Limited Signer Authorized Signer Internal use only: CIS customer number for above signer: 4. Customer's Certification, Acknowledgement, and Agreement By signing below, I certify that the Customer has designated each of the individuals named in Section 3 above as a) a "Limited Signer" who is authorized, acting alone, to (i) sign checks drawn on the account(s) and (ii) instruct Wells Fargo with respect to stop payment order(s); or (b) an "Authorized Signer" who is authorized, acting alone, to (i) sign checks drawn on and make cash © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Page 1 of 2 Commercial Account Signature Card 595253 (Rev 02 — 06/21) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F withdrawals from the accounts(s), (ii) instruct Wells Fargo with respect to stop payment order(s) and (iii) initiate funds transfers between accounts on Business Online Banking, and (iv) perform other branch transactions in accordance with the customer's contractual arrangements with Wells Fargo. Designating signers on the signature card does not authorize the signer to access CEO®. Wells Fargo may obtain credit reports or other information about the customer. Wells Fargo may disclose information about each account to its affiliates, to credit reporting agencies, and to other persons or agencies that, in Wells Fargo's judgement have a legitimate purpose for obtaining the information. I acknowledge that the Customer has received the Wells Fargo Commercial Account Agreement and agrees its terms and conditions, as amended from time to time, will govern the account(s). Printed Name Position/Title Signature Banker Name: Banker Phone: Date Banker MAC: AU: RAU: Officer #: Submitter Name: Submitter Phone: © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Commercial Account Signature Card 595253 (Rev 02 — 06/21) Page 2 of 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Amendment to Commercial Account Signature Card 1. Account Title(s Account #1 : CoID: Account #2: CoID: Title Line 1: Title Line 1: Customer's full legal name matching Customer's formation documents - 40 characters max. Customer's full legal name matching Customer's formation documents - 40 characters max. Title Line 2: Title Line 2: Title Line 3: Title Line 3: Title Line 4: Title Line 4: If applicable, enter DBA name on last available title line. If applicable, enter DBA name on last available title line. 2. Amendment to Account Signers - Add Signer #1 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. • Limited Signer ❑ Authorized Signer Internal use only: CIS customer number for above signer: Signer #2 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. ▪ Limited Signer ❑ Authorized Signer Internal use only: CIS customer number for above signer: Signer #3 Signature Printed Name Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions. ❑ Limited Signer ❑ Authorized Signer Internal use only: CIS customer number for above signer: Page 1 of 2 © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Amendment to Commercial Account Signature Card 595250(Rev 02 - 06/21) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Amendment to Account Signers - Delete Signer Name Signer Name Signer Name Signer Name Signer Name Signer Name 4. Customer's Certification, Acknowledgement, and Agreement By signing below, I certify that the Customer has designated each of the individuals named in Section 2 above as a) a "Limited Signer" who is authorized, acting alone, to (i) sign checks drawn on the account(s) and (ii) instruct Wells Fargo with respect to stop payment order(s); or b) an "Authorized Signer" who is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with respect to stop payment order(s) and (iii) initiate funds transfers between accounts on Business Online Banking, and (iv) perform other branch transactions in accordance with the customer's contractual arrangements with Wells Fargo. Designating signers on the signature card does not authorize the signer to access CEO'. Wells Fargo may obtain credit reports or other information about the customer. Wells Fargo may disclose information about each account to its affiliates, to credit reporting agencies, and to other persons or agencies that, in Wells Fargo's judgement, have a legitimate purpose for obtaining the information. I acknowledge that the customer has received the Wells Fargo Commercial Account Agreement and agrees its terms and conditions, as amended from time to time, will govern the account(s). Printed Name Position/Title Signature Date Banker Name: Banker Telephone: Banker MAC: AU: RAU: Officer #: Submitter Name: Submitter Phone: © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Amendment to Commercial Account Signature Card 595250(Rev 02 — 06/21) Page 2 of 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WEL.I.S FARGO Authorization Certificate Depository Accounts and Treasury Management Services The undersigned hereby certifies that he or she is the duly appointed authorized representative of (Account holder's complete legal entity/company name), a (description of Account holder's business entity type) ("Customer"), with authority to act on behalf of Customer, and that the following are true and correct resolutions duly adopted by Customer, in accordance with its formation and governing documents, and that these resolutions have not been in any way altered, amended or rescinded, and are now in full force and effect: The undersigned further certifies that any one of the following named persons: Name Title Business Phone Business Email Address Number #1 X X #2 X X #3 X X #4 X X #s X X #6 X X is individually authorized to, and to designate one or more other Customer officers, agents or employees (each such aforementioned person, officer or designee thereof is referred to herein as an "Authorized Representative") to: (a) open or close one or more deposit and/or securities accounts (the "Accounts") with Wells Fargo Bank, National Association ("Bank"); (b) execute and deliver in Customer's name such agreement(s) regarding the Accounts and the services related thereto as Bank may from time to time require; (c) authorize and execute transactions on the Accounts, including, without limitation, (i) signing checks and other instruments withdrawing funds from the Accounts, including those payable to cash or to persons who sign them, (ii) requesting funds transfers by Bank to and from the Accounts, (iii) entering into arrangements for the processing of automated clearing house ("ACH") debit entries and/or ACH credit entries to and from the Accounts, and (iv) endorsing on behalf of Customer, and otherwise negotiating, checks and other items payable to Customer; (d) incur overdrafts and other obligations in the Accounts at Bank in connection with any of the products, services, or activities authorized by these resolutions; and (e) invest Customer's funds on such terms and conditions as such Authorized Representative deems appropriate. Customer is authorized to enter into any other arrangements, agreements and documents with respect to any of Bank's deposit and treasury management products and services, in such form and on such terms and conditions as may be agreed to by an Authorized Representative signing such agreements and documents. Customer shall be bound to Bank by, and Bank may rely upon, any communication or act, including telephone communications, purporting to be done by any partner, employee or agent of Customer provided that Bank believes, in good faith, that the same is done by a person authorized to so act. The authority hereby conferred is in addition to that conferred by any other certificate heretofore or hereafter delivered to Bank and shall continue in full force and effect until Bank shall have received notice in writing from Customer of the revocation hereof. Any such revocation shall be effective only as to actions which are taken by Customer pursuant to the certifications contained herein, subsequent to Bank's receipt of such notice. The authority hereby conferred shall be deemed retroactive, and any and all acts authorized herein which were performed prior to the execution of this certificate are hereby approved and ratified. The undersigned further certify that the activities covered by the foregoing certifications constitute duly authorized activities of Customer; that said certifications are now in full force and effect; and that there is no provision in any document pursuant to which Customer is organized and/ or which governs Customer's continued existence limiting the power of the undersigned to make the certifications set forth herein, and that the same are in conformity with the provisions of all such documents. Authorization Certificate - Non -Personal Accounts Page 1 of 2 (Revised 08/28/2020) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F ACKNOWLEDGED & AGREED TO: By/Signature: Printed Name: (this individual must be a duly appointed representative of the TIN of record) Title: Date: Tax Identification Number of Customer: (TIN of the Account holder as assigned by the IRS) Public Funds Customers Only: Unless Customer otherwise specifically instructs Bank in writing, Bank will consider each of the Authorized Representatives listed above to be an "Official Custodian" as referenced in 12 C.F.R. 330.15 for the purposes of calculating Customer's deposit insurance coverage. © 2020 Wells Fargo Bank, N.A., All rights reserved. Authorization Certificate - Non -Personal Accounts (Revised 08/28/2020) Page 2 of 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Commercial Depository Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Commercial Depository • SafeVantage® The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The SafeVantage Service Setup Form (the "SafeVantage Setup Form"), c. The Acceptance (which indicates your acceptance of the Service Documentation), d. The Master Agreement (which contains terms and conditions applicable to all services), e. The Account Agreement governing your account that you use for the Service ("Account"), f. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and g. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEOs) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Commercial Depository Service 1. Description of services. With the Service, you may: a. Order Cash we prepared and make such Cash available to your Agent at our cash vault, and b. Deliver currency, coin, checks and other negotiable instruments to our cash vault or Night Depositories for processing. 2. Cash orders from our cash vault. a. Cash Requests. You may make a Cash Request of a Cash Shipment. The Cash Shipment will be made available to your Agent in Cash Bags at our cash vault. We are authorized to act upon any Cash Request we receive in accordance with this Service Description, and which we believe in good faith has been made by one of your Authorized Representatives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Request. b. Making Cash available to your Agent. We are authorized to make Cash Shipments available to any person we in good faith believe to be your Agent. We will have no further responsibility, and you assume all risk of Toss for Cash made available to any such person. We will make Cash Shipments available only at the locations, on days, and during the hours published by us from time to time. We reserve the right to suspend the Service at any time without notice. 2 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F c. Your Authorized Representatives. You will promptly certify to us the identity of each Authorized Representative. You will give prior written notice to us of any change in the authority of any Authorized Representative. We will be fully protected in relying on each such notification and on your obligation to promptly notify us of any change in the status of the Authorized Representative. We will have a reasonable period of time to act after receiving such notification. d. Security procedures. For requests made in writing or by fax, operator -assisted telephone call or transmission, a Customer ID assigned by us is required. For CEO requests, you must have Log -On Credentials. For touch-tone/automatic response telephone requests, a Passcode is required. Operator limits may also be required. It is your responsibility to establish internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, Log -On Credentials and Passcode(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. You will notify us immediately in the event a breach of security is suspected. e. Debit of Account. On each Business Day that we make a Cash Shipment available to your Agent, we are authorized to debit your Account for the aggregate amount of the Cash Shipment. You will maintain collected balances in the Account sufficient at all times to fully cover any debit. We have no obligation to release a requested Cash Shipment or any portion thereof to your Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Cash Shipment when it is to be made available to your Agent. If you fail to specify your Account to us, we may debit any account which you maintain with us for the amount of a requested Cash Shipment. f. Packing slip; differences in shipment amount. A packing slip will be included with each Cash Shipment which states: i. The aggregate amount of the Cash Shipment, ii. The overall number of containers included in the Cash Shipment, and iii. The number of containers delivered to your Agent for transmittal to you. For each Cash Shipment we make available to your Agent, you will notify us immediately in writing of any difference between the amount specified on the packing slip for that Cash Shipment and the amount, as counted by you, of the Cash Shipment. In the event that the difference cannot be resolved, our count of the amount of the disputed Cash Shipment will be conclusive and binding on you. 3. Cash vault processing. The following procedures will govern delivery of Deposit Shipments to our cash vault locations and our processing of such Deposit Shipments: a. Delivery by your Agent. You will deliver Deposit Shipments in Deposit Bags to one of our cash vaults via your Agent. You are responsible for making all arrangements with your Agent for delivery of Deposit Shipments, and you assume all risk of loss while a Deposit Shipment is in the possession of your Agent. We may accept Deposit Shipments from any person we believe in good faith to be your Agent. The delivery of a Deposit Bag to us or our receipt of it on a manifest will not be deemed proof of our receipt of the contents listed on the deposit slip contained in the Deposit Bag or your records. We will have no responsibility for any Deposit Bag or its contents delivered to one of our cash vaults until we accept the Deposit Bag in accordance with our procedures and we count the contents of the Deposit Bag. b. Delivery procedures. When you deliver a Deposit Shipment to our cash vault, you agree you (and/or your Agent) will do the following: i. Deliver Deposit Bags only at the locations, on the days, and during the hours published by us from time to time, ii. Properly endorse all checks and other negotiable instruments included in a Deposit Shipment, iii. Use only Deposit Bags approved by us that are properly secured, iv. At the time of delivery, your Agent will provide us with a delivery manifest which specifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag, 3 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F v. Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains, and vi. Retain a copy of the receipt or other document covering each Deposit Bag you deliver to your Agent for at least one year from the date of delivery. You agree you will only use Deposit Bags for the deposit of Items. You will not use Deposit Bags in any unauthorized manner or for any unlawful purpose. As to any property other than Items included in a Deposit Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. c. Cutoff Time; AccountDeposits. If a Deposit Shipment is received at one of our cash vaults on a Business Day before the Cutoff Time for that cash vault, the total amount of the deposits in such Deposit Shipment will be credited on that Business Day to the Account specified on the deposit slip for that Deposit Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after the Cutoff Time, the total amount of the deposits in that Deposit Shipment will be credited to the Account on the next succeeding Business Day. We will not deposit any Items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Deposit Shipment. d. Processing of Deposit Shipments. You authorize us to open each Deposit Bag, count the contents, credit the amount of Items to the Account with us indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with our customary procedures. All deposits are subject to verification, and our count of the Items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between you and us until the count has been completed and the deposit credited to the Account. You acknowledge that you have had an opportunity to have our applicable count and verification procedures explained to your Authorized Representative and agree that the same will be deemed commercially reasonable. e. Adjustment procedures. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is Tess than the amount reported on the deposit slip covering that Deposit Shipment, we will debit the Account specified on the deposit slip by such difference and report the difference to you. If that Account has an insufficient collected and available balance to cover the debit, we will debit any of your other accounts with us for the difference. You agree to promptly reimburse us for the difference (or any portion thereof) for which there are insufficient available balances in your accounts with us. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shipment, we will credit the Account specified on the deposit slip for the difference and notify you. 4. Night Depository delivery and processing. The following procedures will govern Night Deposits, and our processing of Night Deposits: a. Night Depositories; issuance of keys. You may make Night Deposits to your Account by placing the Items to be deposited into a Night Bag and then placing the Night Bags in the Night Depository. Each of your offices listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Branch. You will designate to us in writing the individuals to receive the key for each of your offices. We may require such individuals to sign a receipt for the keys they receive. 4 1 Commercial Depository Service Description 1 Revised January 2, 2020 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F b. Contents of Night Bags; deposit of Night Bags. You agree that Night Bags will be used only for the deposit of Items, and will not be used in any unauthorized manner or for any unlawful purpose. If any property other than Items is included in a Night Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. Each Night Bag must contain one or more deposit slips which: i. Lists all the Items contained in that Night Bag and their total dollar amount, and ii. Identifies your Account to which the dollar amount of the deposit is to be credited. At the time each Night Bag is placed in a Night Depository you agree to securely close each Night Bag, place it completely in the Night Depository and securely lock the Night Depository. c. Processing of Night Deposits. We may open each Night Bag and remove its contents without you or any of your representatives present. The contents of each Night Bag will be processed in accordance with our standard procedures. The Cutoff Time for deposits made through the Night Depository may be different from that for deposits made at the teller line. You understand and agree that the contents of a Night Bag will not be credited to the Account, nor will the relationship between you and us be that of a debtor to a creditor with respect to any Item in a Night Bag, until we have accepted the Item for deposit into the Account after counting all the Items in the Night Bag and calculating the total dollar amount of all such Items. d. Counting and adjustments. If your records regarding the total dollar amount of the Items in any Night Bag differ from our calculation of the total dollar amount of the Items in the Night Bag, you have the burden of proving that your records show the correct amount in the Night Bag or our total will be accepted as final. If there is a difference between our total and your total for the amount of Items in a Night Bag (as shown on the deposit slip(s) in the Night Bag), we will send you a statement indicating the amount of the difference. In the event that the difference cannot be resolved, our count of the dollar amount will be conclusive and binding on you. e. Claims of lost or stolen Items. You agree that you will have total responsibility for each Night Bag and its contents until the Night Bag has dropped completely into a Night Depository. You agree to notify us immediately if you determine that any Night Bag or any Item in a Night Bag has been lost or stolen while at one of our Branches. You will have the burden of proving the amount of any Item which you claim was lost or stolen while it was at a designated Branch and that disappearance of the Item occurred while it was at the designated Branch. 5. Special instructions. You may notify us in writing of any special instructions relating to cash orders or deposits of Items at our cash vault or Night Depositories. We may at our option accept or reject the instructions and so notify you. Even if accepted, we may stop complying with the instructions upon prior notice to you if we believe continued compliance would increase our costs or risks, interfere with our established or revised procedures, or diminish the efficiency of our operations. You will be solely liable for any loss attributable to increased risk resulting from a special instruction. 6. Further assurances. You agree to do all acts we may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description. You agree to provide us with information we request regarding any Deposit Shipment, including any information necessary to file a Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment. 7. Representations and warranties. To be eligible to make Deposit Shipments at a cash vault or Night Depository, you represent and warrant to us at the time of the delivery of each Deposit Shipment that: a. Deposits for own account. You make Deposit Shipments for your sole account and do not directly or indirectly make any Deposit Shipments on behalf of any other party, unless you have previously disclosed such party to us and we have approved such party in writing, in our sole discretion. 5 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F b. No deposits from outside the United States. You do not make Deposit Shipments from any source known, or which upon reasonable inquiry would be known to you, to be outside the United States. c. No business as a foreign exchange house. You do not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio. 8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures. 9. Termination of Services. We may immediately terminate this Service in whole or in part in the event of your breach of any representation or warranty in section 7 (Representations and warranties). Otherwise, we may terminate this Service upon sixty (60) days prior notice to you. 10. Survival. Sections 2(e), 2(f), 3(d), 3(e), 4(d), 4(e), 6 and 9 will survive termination of this Service. SafeVantage® Service 1. Description of Service. We make the SafeVantage Service available to you in connection with the Commercial Depository Service described above in this Service Description. With the SafeVantage Service, we will provide provisional expedited credit to you for the Cash currency properly deposited into the Equipments currency acceptors. Following our receipt of a Safe Report, we will provide provisional expedited credit to your Account in the total amount set forth in such Safe Report. Credits will only be applied on Business Days in accordance with the SafeVantage Setup Form. Currency and other Items inserted using the manual envelope drop of the Equipment will not receive provisional expedited credit, and will be processed and credited in accordance with the cash vault processing procedures for the Commercial Depository Service, as described above in this Service Description. 2. Conditions to provision of our SafeVantage Service. As conditions to our provision of the SafeVantage Service: a. You must enter into a Vendor Agreement, b. We must agree that the Equipment is suitable and compatible, in our sole discretion, for the SafeVantage Service, and c. You must agree to use the Equipment in accordance with the Vendor Agreement and as instructed by us as necessary from time to time in connection with the SafeVantage Service. You acknowledge that we are not providing the Equipment and have no obligation or liability with respect to the Equipment or any service related thereto other than the SafeVantage Service. 3. Ownership of Cash. You agree that Wells Fargo -Owned Cash is our Cash currency and will not at any time be your property or the property of any other person, including your Agent. No person, other than us and our Representatives, shall have any possessory or ownership rights to Wells Fargo -Owned Cash under Section 362 or Section 541 of the U.S. bankruptcy code. You shall take all actions necessary, and all additional commercially reasonable actions that we request to ensure and evidence that Wells Fargo -Owned Cash remains our sole and exclusive property. You agree that neither you nor your Agent will commingle Wells Fargo -Owned Cash with Cash currency owned by another financial institution or any other person. 6 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Access to Cash. You agree that physical access to Wells Fargo -Owned Cash will be restricted to: a. Your Agent solely for the purpose of performing services in accordance with the Vendor Agreement, and b. If applicable, a maintenance service provider solely for the purposes of providing routine maintenance services or repairs on the Equipment. You agree that we will, at all times, have control and immediate access to all Wells Fargo -Owned Cash by having : (1) the ability to recall any of the Wells Fargo -Owned Cash the same Business Day as the day of the request; and (2) unfettered and immediate access to the Wells Fargo -Owned Cash upon your financial distress as determined in our sole discretion. You agree to fully cooperate with us and our representatives in connection with our access to Wells Fargo -Owned Cash, including instructing your Agent to deliver Wells Fargo -Owned Cash to one of our cash vault locations if and as requested by us. You release us and our representatives (including without limitation any armored carrier engaged by us) from any and all Losses arising out of or related to our representative acting on our request or direction to access Wells Fargo -Owned Cash on our behalf and/or to deliver the Wells Fargo -Owned Cash to us, except to the extent any Losses arise from the gross negligence or willful misconduct of our representative. Our representative shall be a third party beneficiary of the release described above in this section. 5. Risk of loss. You are responsible for all risk of loss and liability for Wells Fargo -Owned Cash that is not at one of our cash vault locations, including but not limited to loss, damage or contamination of Wells Fargo -Owned Cash, theft or destruction of Wells Fargo -Owned Cash, malfunction of the Equipment or you, your Agent's or any of your representative's negligence or willful misconduct. 6. Adjustments. If the total amount of the Cash currency processed and verified for a Safe Report is less than the amount reported for such Safe Report, we may debit the Account without notice to you. If the Account has insufficient funds to cover the debit,we may debit any of your other accounts with us for the difference, and you agree to promptly reimburse us for the difference (or any portion thereof) upon our demand, without setoff or counterclaim. If the total amount of the Cash currency processed and verified for a Safe Report is more than the amount reported on such Safe Report, we will credit the Account for the difference without notice to you. If your Vendor Agreement provides any guarantees or other protection for the contents of the Equipment including Cash currency deposited through the currency acceptors, we reserve the right to require you to file a claim with such vendor before making any claim against us. 7. Reimbursement. Unless it results solely from our negligence or willful misconduct, you will reimburse us for Losses we incur from (a) providing the SafeVantage Service to you in accordance with this Service Description, or (b) an action you ask us to take in connection with the SafeVantage Service and this Service Description. You authorize us to recover any such amount by debit to your accounts with us or our affiliates. 8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures. 9. Survival. Sections 3 - 7 will survive the termination of the SafeVantage Service. 10. Notice. You agree to provide us immediate notice of any default or breach of the Vendor Agreement by you or the vendor or termination of the Vendor Agreement. 11. Termination. Either party may terminate the SafeVantage Service in accordance with the terms of the Master Agreement. In addition, if the Vendor Agreement is terminated for any reason, the SafeVantage Service will automatically terminate, unless otherwise agreed by you and us. 7 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account Agreement means the applicable account agreement governing your Account. Agent means an armored car service approved by us or, in Alaska only, the U.S. Postal Service, in each case, acting as your agent. Applicable Law is defined in section 3 of the Master Agreement. Authorized Representative means (a) any person you authorize us to communicate with regarding authorization codes or other security procedures for this Service; (b) your Agent authorized to accept delivery of Cash; and (c) where applicable, the persons who are authorized users of this Service. Branch means one or more of our branch locations listed on our Night Depository Set-up Form. Business Day means every day except Saturday, Sunday and federal holidays. Cash means U.S. denominated currency and coin. Cash Bag means bags or other containers into which Cash Shipments are placed. Cash Request means a request you make to us in writing, telephonically by operator -assisted call or by touch tone/automated response, or electronically via transmission, fax, or our Commercial Electronic Office® (CEO®) portal for a Cash Shipment in the amount you specify. Cash Shipment means shipments of Cash in Cash Bags in accordance with this Service Description. Currency Transaction Report is defined in the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time. Customer ID is a unique identifier given to you by us for each of your locations enrolled in the Service. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Deposit Bag means bags or other containers into which Deposit Shipments are placed. Deposit Shipment means your delivery of Items in accordance with this Service Description. Equipment means certain units of safes provided by vendors, in each case, acceptable to us. Items mean, collectively, Cash, checks and other negotiable instruments properly endorsed by you. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Night Bag means disposable bags used for Night Deposits. Night Deposit means your delivery of Items to our Night Depositories in accordance with this Service Description. Night Depository means the night depository receptacle at one of our Branches. 8 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Depository. Passcode means a code established to access our Telephony Interface Unit via the telephone number we provide to you. Safe Report means a transmission report from any unit of Equipment stating the amount of Cash currency inserted into the Equipment's currency acceptors. Vendor Agreement means a valid and binding agreement with a vendor, acceptable to us, for the provision of the Equipment. Wells Fargo -Owned Cash means all Cash currency located in the Equipment and the amount of Cash currency removed from the Equipment for delivery to us by your Agent, in each case, for which we have given you provisional expedited credit. 9 I Commercial Depository Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Check Collections Service Description Treasury Management Services November 8, 2019 © 2019 Wells Fargo Bank, N.A. All rights reserved. D9cu$Ign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 03 Introduction 03 Services 03 Returned Item Service 06 Wells Fargo Remote Deposit Capture and Image Delivery 2 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Company under this Service Description. "Company" is the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Company's acceptance of the Service Documentation), c. The Master Agreement for Treasury Management Services ("Master Agreement") (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") Company uses in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which Company is enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of an agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. Services Returned Item 1. Description of Bank's Returned Items Services. A "Returned Item" is an Item that is returned to Bank unpaid after Company deposits it to an account at Bank (or another financial institution) that Company has enrolled in one or more of Bank's Returned Item Services (each, "Account"). Bank's Returned Item Services include: a. Special Instructions regarding the handling of Company's Returned Items (section 3); b. Returned Item Decisioning through Bank's CEO® portal (section 4); c. Electronic Returns through which Bank submits Company's Returned Items as RCK entries in accordance with the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member, each as may be amended from time to time (together, "NACHA Rules") (sections 5-10); d. Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 11-14); e. Returned Item Forwarding through which Bank forwards Returned Items Bank receives on Company's Accounts at Bank to Company's centralized returns processor (section 16); and f. Returned Item Service Fee Recovery through which Bank issues MICR drafts to recover service fees Company assesses on its customers in connection with Returned Items (section 17). 3 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2. Rules applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance with: a. The Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and b. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks ("Reg CC"), Federal Reserve Board Regulation E ("Reg E") and, in the case of Bank's Electronic Returns Service, when Bank originates an RCK entry on Company's behalf, the NACHA Rules. 3. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank will process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time. 4. Returned Item Decisioning Service. When Company enrolls in Bank's Returned Item Decisioning Service, Bank will use the CEO@ portal to notify Company of Returned Items Bank receives prior to the cut off time Bank separately discloses to Company each Business Day. Each Returned Item will be listed by the default disposition (redeposit or chargeback) Company separately selects. Prior to the daily deadline Bank separately discloses, Company will review the Returned Items and accept or change the disposition of each Returned Item Bank identifies as eligible for decisioning through the CEO@ portal. Bank will process each Returned Item not accepted or changed by this deadline according to Company's default disposition on file with Bank. 5. Electronic Returns Service. When Company enrolls in Bank's Electronic Returns Service, Bank submits RCK entries for Company's Returned Items that Bank, using a data -based decisioning method, has determined qualify as RCK entries under the NACHA Rules. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to Bank. The NACHA Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original item for which the RCK entry is initiated. If Bank incurs any liability for breaching any of these warranties, Bank will look to Company to reimburse Bank. 6. Authorization. Company represents and warrants to Bank that the issuer of any Returned Item has authorized Company to represent the Returned Item electronically and that such authorization is in all respects legally sufficient under applicable law. 7. Rejected entries. In the event any RCK entry submitted on behalf of Company is rejected by the ACH for any reason and sufficient data is available to Bank to permit it to repair the RCK entry, Bank will make the repair. Company will provide to Bank on request all information necessary to repair any RCK entry or file of RCK entries. 8. Representment/returned check fees. Company acknowledges that the NACHA Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each item it deposits to its Account at Bank or another financial institution will only be for the amount of the item, and will not include any amount for a representment/returned item fee or similar fee. 9. Provisional credit. Any credit to Company's Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK entry or adjustment memorandum. Company authorizes Bank to debit any of Company's account(s) for the amount of any such returned RCK entry or adjustment memorandum. 4 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 10. Reimbursement. Unless it results solely from Bank's negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against any and all Losses and Liabilities that Bank incurs either directly or indirectly, in connection with (a) the breach of any warranty Bank makes under the NACHA Rules or Company makes in the Service Description, or (b) any action Company asks Bank to take in connection with Bank's Electronic Returns Service. 11. Centralized Check Return Service. When Company enrolls in Bank's Centralized Check Return Service, Bank processes Returned Items from Company's Account(s) at Bank and financial institution(s) other than Bank with which Company arranges for Bank to provide the Service. Company will place a special endorsement on the back of each check or other item it intends to deposit with a financial institution other than Bank that, upon dishonor, it wishes to have returned to Company's Centralized Return Account at Bank. This endorsement is the "centralized returns endorsement". It will include all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit and, to the extent possible, conform to the form of such an endorsement. The centralized returns endorsement will be designed to be more prominent than the endorsement of the actual depositary bank and thereby increase the likelihood that the paying bank or other payor and any subsequent returning bank will identify Bank as Bank of first deposit. Bank, upon request, will supply Company with endorsement stamps or examples of endorsement stamps that satisfy the requirements of this section. 12. Relation of multiple endorsements. Company understands (a) the centralized returns endorsement is in addition to, and not in place of, the endorsement placed on an Item by the depositary bank; (b) the centralized returns endorsement may or may not obscure, in whole or in part, the endorsement placed on the Item by the depositary bank; and (c) the endorsement placed on each Deposited Item by the depositary bank may or may not obscure, in whole or in part, the centralized returns endorsement. 13. Delayed returns; lost instruments; liability; indemnification. With respect to where to return checks, 12 CFR §§229.3O(g) and 229.31(g), respectively, provide that paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either Bank or to the actual depositary bank. It also means there may be a significant delay in Bank's receipt of a Returned Item. Company, not Bank, is solely responsible for any and all claims, damages, losses, and expenses of any kind including without limitation attorney's fees and costs (collectively, "Losses and Liabilities") that may arise, either directly or indirectly, in connection with any delay in the return of any Returned Item. Company agrees to indemnify and hold Bank, its directors, officers, employees and agents (collectively, "Indemnified Persons") harmless from all Losses and Liabilities arising out of or in any way connected with acts or omissions by Bank or any such indemnified party in connection with the delay in the return of any Item deposited to Company's account at another financial institution . 14. Bank's right to chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to Company's Account at Bank or at another financial institution. 15. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Forwarding Service, Company will place its centralized returns endorsement identifying Company's centralized return processor on the back of each check or other item it deposits to its Account(s) at Bank that, upon dishonor and subsequent receipt by Bank, it wishes Bank to forward to Company's Centralized Return processor. Bank will forward Company's Returned Items that Bank receives to Company's centralized return processor. Company acknowledges the possibility of a delay in its centralized return processor's receipt of a Returned Item that is first received by Bank and agrees Section 13 of this Service Description including Company's agreement to indemnify Indemnified Parties applies to Losses and Liabilities of any Indemnified Party in connection with Bank's Returned Item Forwarding Service. ited to Company's Account at Bank or at another financial institution. 16. Returned Item Service Fee Recovery. When Company enrolls in Bank's Returned Item Service Fee Recovery Service, Bank issues a MICR draft on the account of the issuer of a Returned Item in the amount to which Company and Bank separately agree will be Company's Returned Item service fee. Company represents and warrants to Bank that Company has properly disclosed to all its customers that it assesses a service fee for checks returned unpaid for any reason. 5 November 8, 20191 Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 17. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless the Indemnified Persons from and against all Losses and Liabilities awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to: a. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation; b. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank's Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company's obligations under the Service Documentation; c. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description ; and d. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation. 18. Survival. Sections 5, 6, 8,13,15 and 17 of this Service Description will survive termination of the Service. Wells Fargo Remote Deposit Capture and Image Delivery 1. Description of service. The Service enables Company to create or process Electronic Checks from eligible paper checks and transmit the Electronic Checks in an electronic file ("Electronic File") to Bank for review and processing for credit to Company's deposit account at Bank ("Account") in accordance with this Service Documentation. An "Electronic Check" means an electronic image of, and electronic information derived from, an eligible U.S. Dollar paper item or check that conforms to ANSI X9.100-187. Bank's Reference Guide for the Service lists eligible U.S. Dollar checks (and ineligible checks). For each Electronic Check Bank determines is eligible for processing, Bank will: a. Create a substitute check conforming to ANSI X9.100-140 that Bank will present directly or indirectly to the bank (a) on which the original paper check to which the Electronic Check relates is drawn, or (b) at or through which the original paper check is payable (each, the "Paying Bank"); b. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank; or c. Post or present any Electronic Check for which Bank is the Paying Bank. 2. Creating or processing Electronic Checks and transmitting Company's Electronic File to Bank. To create or process Electronic Checks and transmit Company's Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company's software and hardware or third -party provided software and hardware, provided each generates Electronic Checks and Electronic Files that meet Bank's then current standards and specifications. Any third -party processor Company uses to prepare and/or transmit Company's Electronic File is Company's agent, and Company will be responsible for ensuring its agent complies with Company's responsibilities under this Service Description. In particular, each Electronic File Company's agent transmits to Bank will include only Electronic Checks payable or endorsed to Company, unless Bank expressly agrees to permit Company's agent to include Electronic Checks payable to customers of Company or Bank. 3. Processing Company's Electronic File. Bank will review each Electronic Check and process the Electronic Checks Bank determines are eligible for processing on the Business Day Company transmits Company's Electronic File to Bank, if Bank receives Company's Electronic File before the processing deadline Bank separately discloses to Company ("Cut -Off Time") on that Business Day and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut -Off Time. "Business Day" is every day except Saturday, Sunday and any federal holiday. 6 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Exception Checks. Each Business Day on which Bank processes Company's Electronic File, Bank may, without liability to Company, reject Electronic Checks Bank determines are ineligible for the Service (each, an "Exception Check"). "Exception Check" includes without limitation an Electronic Check that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Check, (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United States, (d) fails to conform to ANSI X9.100-187, or (e) any Electronic Check other than one described in (a), (b), (c), or (d) of this section 4 that applicable law prohibits Bank from accepting through a remote deposit capture platform. Bank will notify Company of each Exception Check through Bank's Commercial Electronic Office® service or other communication channel at Bank's discretion. Company will deposit an Exception Check to Company's Account only by depositing the original Paper Check to which the Exception Check relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Check when Bank processes the Electronic File that includes the Exception Check, the substitute check or purported substitute check Bank creates from the Electronic Check may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank's failure to identify an Exception Check will not limit Company's obligations to Bank under section 8. 5. Deposits to Company's Account. Bank will be deemed to have accepted each Electronic Check for deposit to Company's Account (other than any Exception Check) (a) on the Business Day Bank processes the Electronic Check (b) at the Bank office where Company's Account is maintained. Funds from these Electronic Checks will be made available in accordance with Bank's Funds Availability Policy applicable to Company's Account and will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. If an Electronic Check or substitute check is dishonored by a Paying Bank, Company acknowledges and agrees that Paying Bank may create and return to Company or its customers a return substitute check conforming to ANSI X9.100-140 in lieu of the originally presented Electronic Check or substitute check. Company acknowledges and agrees that if Bank receives a notice of nonpayment from Paying Bank with respect to an Electronic Check or substitute check presented for payment, Bank has no obligation to provide this notice to Company or its customers. 6. Third -party processors. a. General. This section contains additional terms applicable when Company is a third -party processor. Company is a "third -party processor" when it uses the Service either to (a) create and process an Electronic Check on behalf of a customer or (b) process an Electronic Check one of its customers has created and transmitted to Company. b. Prerequisites for acting as a third -party processor. Prior to acting as a third -party processor with respect to any customer, Company will conduct due diligence appropriate to the type of customer (consumer or business). As part of Company's due diligence, at time a customer initially opens an account with Company, Company will obtain the customer's name, Taxpayer Identification Number, and address. In addition, Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti -Money Laundering Program, (b) establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in its Anti -Money Laundering Program and (c) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Checks and maintaining the security of original Paper Checks; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Description; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Checks for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer's business. 7 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F c. Risk parameters; ongoing monitoring. For each customer for which Company acts as a third - party processor, Company will, in accordance with reasonable commercial standards, monitor the customer's deposits for suspicious activity including out -of -pattern, duplicate and suspicious Electronic Checks on an ongoing basis and take appropriate actions with respect to the customer's account with Company, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company's Electronic File but Company is solely responsible for monitoring its customer's Electronic Checks. 7. Company's representations and warranties. Company represents and warrants to Bank Company will: a. Use the Service only for eligible paper checks payable to or endorsed for deposit by Company or its customers (unless Bank expressly agrees otherwise); b. Transmit to Bank only Electronic Checks suitable for processing including without limitation legible Electronic Checks containing machine-readable MICR data; c. Not transmit to Bank any Electronic Check that duplicates an Electronic Check previously transmitted to Bank or that did not originate as an eligible paper check; d. Maintain control over and sole responsibility for secure retention and destruction of each original eligible paper check for which Company or one of Company's customers has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper check throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at all times; e. Not transmit to Bank, deposit to Company's Account, or otherwise negotiate any original eligible paper check with respect to which Company has transmitted an Electronic Check to Bank, unless Bank has notified Company that the Electronic Check is an Exception Check; f. If Company uses an agent to create Electronic Items and/or transmit Company's Electronic File to Bank, Company will ensure its agent includes only Electronic Check payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Check payable to multiple customers of Bank; an g. If Company is a third -party processor as set forth in section 6 of this Service Description, comply with section 6 of this Service Description. 8. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 8, "Indemnitees") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to: a. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper check for which Company has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages; b. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; c. Bank acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of "substitute checks" or purported substitute checks using an Electronic Check, an Exception Check or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and d. Bank posting or presenting an Electronic Check for which Bank is Paying Bank or presenting an Electronic Check to the Paying Bank for payment. 8 November 8, 20191 Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F e. Company will further indemnify, defend, and save harmless Indemnitees from and against all Losses and Liabilities by Indemnitees arising directly or indirectly from or related to Regulation CC (12 CFR Part 229) or Regulation J (12 CFR Part 210) as follows: i. Bank warrants to a warrantee that (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check ("Image Quality Warranty') and (ii) the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check, an Electronic Returned Check, the original check, a substitute check, or a paper or electronic representation of a substitute check, such that the warrantee will be asked to make payment based on a check it has already paid ("No Double Debit Warranty"). In the case of transfers for collection or payment, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. In the case of transfers for return, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to a breach of any of these warranties, Company will indemnify the Indemnitee and not hold it responsible or liable. ii. Through Bank's providing the Service to Company, Bank is required to indemnify a depository bank that accepts the original paper check from which an Electronic Check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such depository bank indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable. iii. If Bank transfers or presents an "electronically created item" and receive settlement or other consideration for it, Bank is required to indemnify each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such electronically created item indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable. 9. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company's obligations under sections 7 or 8 of this Service Description. 10. Additional controls on Company. a. General. In FIL-4-2009, Risk Management of Remote Deposit Capture ("RDC") Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal controls at Company's locations, (b) periodically audit or require audits of Company's RDC operations including Company's IT infrastructure at Company's expense, and (c) request additional information about Company. b. Company's Internal Controls. Company will establish internal controls related to Company's RDC operations. Upon reasonable request, Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal controls. 9 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F c. Company's Consumer Complaints. Bank may upon reasonable prior notice to Company request information about: i. Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer complaints"), ii. The number of consumer complaints Company received in the prior calendar quarter, and iii. The then current status of each consumer complaint. 11. Survival. Sections 7 and 8 of this Service Description will survive termination of the Service. 10 November 8, 2019 I Check Collections Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Electronic Receivables Service Description Treasury Management Services 0 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: • E -Bill Express Service • E -Box Service • Receivables Manager Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO()) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. E -Bill Express Service 1. Description of services. With this Service: a. You can make electronic bills available to your Customers through the Website, b. Customers make payments to you through the Website and other Payment Channels (see section 2) and using the Payment Methods (see section 3) offered in connection with the Service, c. We credit the Customer payments to your Account, and d. We offer electronic reporting options relating to your bills and your Customers' payments received through the Service (see section 4). The specific features for the Service we will provide you, are detailed in the SOW to which you and us agree to separately. 2. Payment Channels. The "Payment Channels" we offer to you are detailed in our User Guide for the Service and include the Website, telephone and an optional Interactive Voice Response (IVR) Payment Channel. a. We maintain the Website through which Customers may make payments to you. b. With the telephone Payment Channel, a Customer arranges for a payment by calling you at a telephone number you maintain. For all Customer payments made through the telephone Payment Channel, you are required to enter information about the payment at the administrative portal for the Service. c. With the IVR Payment Channel, we maintain a specific toll-free number for you and custom to you branded greeting and prompts. 2 1 Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Payment Methods. The "Payment Methods" you may make available to Customers are detailed in our User Guide for the Service and include debit and credit cards and electronic payments through ACH. a. If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Description. b. For ACH payments, the Service Documentation includes the ACH and Related Services Service Description. In the event of a conflict, this Service Description will control over the ACH and Related Services Service Description. c. We may withdraw a Payment Method available for the Service at any time. 4. Information reporting. We make information and reporting about your bills and Customers' payments available to you through the administrative portal on the Website or automated transmission file. 5. Verification. We will not verify the accuracy of your bills or your Customers' payment amounts made through any Payment Channel. 6. Your privacy policy. You will provide us with any URL(s) you host for our use at the Website. The URLs you provide will direct Customers to your then -current privacy policy and terms of use. You will maintain current versions of your privacy policy and terms of use. 7. Licensed Marks. You grant to us a license to use the service marks, trademarks and or logos listed on the SOW (each, a "Licensed Mark") on the Website. We will not modify a Licensed Mark without your prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement, unless either party provides written termination in accordance with this Section 4 of the Master Agreement. Either party may terminate this license at any time, with or without cause, upon notice to the other. Upon termination or expiration of this license, we will discontinue use of all Licensed Marks. 8. Representations and warranties. You represent and warrant to us that: a. You will issue each bill only for products or services actually provided to the billed Customer and will retain each bill for a minimum of one year from the date of the bill, b. The billed amount will be the actual amount charged to the billed Customer for such products or services, c. You are the sole owner of each URL you provide to us pursuant to Section 7 and each Licensed Mark, d. You will maintain current versions of your privacy policy and terms of use at the URLs provided to us, and e. You have received a copy of Federal Reserve Board Regulation E and will comply with it at all times. 9. Survival. Section 8 will survive termination of the Service. E -Box Service 1. Description of service. With this Service: a. We provide you with information about payments your Customers make to you ("Remittance Information") through online bill payment services and other payment channels described in our User Guide for the Service, b. We process Customer payments for credit to your Account, and c. We provide information reporting ("Remittance File") on your Payments through our separate Receivables Manager Service. The specific processing services we will provide to you are detailed in the BRD to which you and us agree to separately. 3 I Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2. Research and decisioning. We will make available to you a decisioning tool where you can view all payments, make decisions on exception items, perform payment research, and return payments. 3. Unfunded payments. We will process Payments for which we have received Remittance Information but not funding in accordance with the BRD. 4. Account credit. Each Business Day, we will credit your Account for Funded Payments through a consolidated ACH credit Entry. We originate each credit Entry in accordance with the ACH Rules. 5. Service requirement. In order to enroll in the Service, you will also have to enroll in our Receivables Manager Service. Receivables Manager Service 1. Description of service. With this Service, you may receive consolidated electronic files and/or human readable documents containing information (each, a "File") regarding credits and/or debits to your Account(s) and associated Remittance Information. 2. User Guide. The User Guide provides details about the following: a. The types of payments for which we provide the Service, b. The options we offer for formatting Files, c. The secure transmission platforms we offer to deliver Files to you, d. The schedule we follow in providing the Service, and e. Our Service level goals. 3. Advice Matching Service. If you enroll in our Advice Matching Service, we will accept an email or File containing Remittance Information from your payer and attempt to match the information to payments the payer makes separately by ACH, wire transfer, or check, provided the payer does the following: a. Sends the remittance Information to us in advance of the payment information being sent to you in the File, and b. Includes information we can use to identify the payer and match the Remittance Information and the associated payment based upon criteria you establish. You have the ability to manually match any payments we are unable to match automatically using the Receivables Manager application on CEO. You may also use this application to set-up payer information to automatically match future payments. 4. Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Information. If we are unable to automatically repair the format, you can manually repair remittance information using the Receivables Manager application on CEO. Optionally, you can save the repair instructions as rules to apply to future payments from the payer. 5. Your receipt of Files; acknowledgments. We will not monitor Files transmitted to you through the Service including, but not limited to, any acknowledgment your system may generate upon its receipt of a File. If you do not receive a File when you expect to, you must notify us. Upon your request, we will use commercially reasonable efforts to resend a File to you within 14 days after we initially transmitted the File, but we will have no liability for not doing so. 4 I Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 6. Incorrect, Incorrectly Formatted Information. We are not responsible for the accuracy of and will not verify Remittance Information we receive from your trading partners and provide to you through the Service 5 I Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account Agreement means the applicable account agreement governing your Account. ACH means Automated Clearing House ACH Rules means the Nacha Operating Rules and applicable local ACH rules. Applicable Law is defined in section 3 of the Master Agreement. BRD means Business Requirements Document. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Customer(s) means the purchaser(s) of your products and services. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Entry is defined in the ACH Rules. Funded Payment means a payment for which we receive Remittance Information and the funds relating to the Payment. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Representatives is defined in section 11(f) of the Master Agreement. SOW means Statement of Work. Website means the website we maintain in your name in connection with the E -Bill Service. 6 1 Electronic Receivables Service Description! Revised January 2, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Lockbox Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Lockbox The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEOe) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Lockbox Service 1. Description of lockbox service. a. With this Service we provide you with a lockbox ("Lockbox") and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below). b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents. c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox Address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. d. We or our agents will have exclusive and unrestricted access to the Lockbox. 2. Lockbox processing. a. Processing remittance materials. i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6. 2 I December 1, 2019 I Lockbox Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged. iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check ("Automated Processed Check") and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included ("Manually Processed Check"). b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement. c. Payments processed by automated means. i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount, any postdating or staledating, missing information or alterations on the Check, as described in the User Guide. ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually. i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except: 1. An Exception Manual Check, 2. A Manually Processed Check that has been altered (subject to section 2(e) below), 3. You specifically instruct us to the contrary using the Decisioning Module described in section 3, and 4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as "Paid in Full." g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. 3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessabie (each, an "Unprocessable Check"). Each message related to the processing of an Unprocessable Check (your "Decisioning Instruction") must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. "Default Option" means your election for us to take one of the following actions for any Unprocessable Check: a. "Deposit all," meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or b. "Reject all," meaning we reject the Unprocessable Check and return it to you as described in section 2(h). 3 1 December 1, 20191 Lockbox Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement: a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing information, b. We will not process a Charge Authorization and will return it to you if any required information is missing or it is illegible, c. We will seek approval from the issuer of the credit card for the payment on the Charge Authorization, d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to. 5. Virtual lockbox service. a. Description of service. When you enroll in our optional Virtual Lockbox Service you can: i. Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description ("RDC Service Description"), which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b. Processing. i. Business Rules. If you and we have agreed to Business Rules to apply during the processing of your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entry related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service. c. Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files. 6. Imaging and retention. a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date. You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5 -day period. c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages. 4 1 December 1, 2019 1 Lockbox Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 7. Representations and warranties. You represent and warrant to us that: a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it. b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor. 8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to: a. A breach of your representations and warranties in section 7, b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, c. Any action taken by us in response to a Decisioning Instruction, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d. The processing of Charge Authorizations. 9. Limitation on liability. a. We will have no liability or responsibility for Losses arising from: i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, ii. Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees, or iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days. 10. Miscellaneous. a. Service fees. We may require that you establish a separate analyzed account with us for billing purposes. You authorize us to debit our Service fees and charges from the billing account. b. Termination. Upon termination of the Service, we will (1) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time of termination. c. Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. d. Assignment. Notwithstanding anything to the contrary in this Service Description or the Service Documentation, our rights and obligations with respect to the Service shall be assignable to any successor in interest without restriction. e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 5 I December 1, 2019 I Lockbox Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks. Charge Authorization means a written authorization to charge your customer's credit card for a payment due to you. Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decisioning Module means our Online Lockbox Decisioning Module. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means an electronic file transmitted to us with an Electronic Check. Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service. Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars. Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox. Item is defined in the Account Agreement. Lockbox Address means the United States Postal Service address we assign to you for the Service. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Authorizations. Payment means a Check, Charge Authorization or cash received in the Lockbox. Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, documents, and other envelope contents (other than cash). Representatives is defined in section 11(f) of the Master Agreement. 6 I December 1, 2019 I Lockbox Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARi�f ACH and related services Service Description Treasury Management services [REVISED—December 18, 2020] © 2020 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 03 Introduction 06 Cash Concentration Service 09 WeIIsTAX® Payments Service 03 Services 07 ACH Fraud Filter Service 11 Glossary 03 ACH Origination Service 08 Perfect Receivables@ Service 2 1 ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description. The services (each a "Service") covered by this Service Description are: • ACH Origination service • ACH Fraud Filter service • Cash Concentration service • Perfect Receivables® service • WelIsTAX® Payments service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services ACH Origination Service 1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. By using this Service, you authorize us to originate Entries on your behalf to Receivers' accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States. 2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select. 3 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver. 4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on -us Entry. When we act as both the ODFI and RDFI for an Entry, the Entry is an "on -us Entry." You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any time. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on funds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid. 5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or any other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand. 6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repair an Entry or File, we will have no liability if we are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair. 7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel, amend or reverse an Entry or File, we may, in our sole discretion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur. 8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Account was debited for the Entry, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the notification. 9. Re -transmission of returned entries. We are not required to re -transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on -us Entry. 10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service Description or any other Service Documentation. 4 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct. 12. Indemnification. WWe indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a representation, warranty, or covenant you provide regarding this Service. 13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discretion: the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules. 14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of this Service. Additional Terms and Service options 15. International Entries. This section contains additional terms that apply when you originate International Entries. a. General. You agree to comply with, and we will process each International Entry in accordance with: i. The laws and payment system rules of the receiving country of your International Entry, ii. Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Entry, and iii. The ACH Rules. If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for: i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial institution designated to receive the International Entry in the receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Entry. 16. Third -party sender activities. This section contains additional terms that apply when you are a Third -Party Sender. a. General. Prior to originating any Entry on behalf of each customer or upon our request, you will: i. Provide us with the information we require to understand the nature of your customer's business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether your customer is also a Third -Party Sender, 5 1 ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA1 8797F97F ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third -Party Sender in accordance with the ACH Rules ("Registration") and supplemental Registration information requested by us, and iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. Enter into a written agreement with that customer in which that customer agrees: 1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules, 2. Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control, 3. To grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you for transmission to us, and 4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that: i. Each customer is engaged in a legitimate business, and ii. The type, size and frequency of transactions that each customer is originating is normal and expected for the customer's type of business. d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customers business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your customer. You will take appropriate actions with respect to the customer, including refusing to originate Entries for your customer. 17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a "NOC") that we receive. We use this database to update your Entries in accordance with the Service options you select from time to time. We will notify you of each NOC we receive in connection with your Entries. Additional details about this Service are more fully described in the applicable User Guide. 18. MICR -split processing service. a. With our MICR -Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check ("PAC") using the debit Entry data you provided. PACs are drawn upon the Receiver's account with the applicable RDFI and deposited in your Account, but do not contain the signature of the Receiver. b. You represent and warrant to us that: i. You have the appropriate authorization from each person owning the Receiver's account shown in the debit Entry data, which remains effective when we issue the PAC, and ii. You are not a "telemarketer" for purposes of the Federal Trade Commission's Telemarketer Sales Rule (16 C.F.R. Part 310). 19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options: i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer. 6 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that: i. The debit Entry is authorized, ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries. d. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us. ACH Fraud Filter Service 1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. You have the following options: a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unauthorized. b. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned. Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations. 2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. b. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks. 3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Entry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payments), whether or not you have included these in your decisioning criteria. 4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law. 7 1 ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Perfect Receivables® Service 1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a "Remittance") that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter. 2. WPIC restrictions. a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance. c. We reserve the right to limit your ability to receive debit or credit Remittances for any WPIC number or range of WPIC numbers above a specified amount and to change the specified amount, which may be as low as zero, at any time upon notice to you, d. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC. 3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject or other restricted Remittances. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance. You will pay us immediately upon demand for any shortfall remaining after such chargeback. 4. Rejected Remittances. We may, but are not obligated to, reject a Remittance: a. That does not contain all of the required information specified by us, b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by Applicable Law to accept credits or debits to any of your Accounts, or d. If you are in default under this Service Description or any other Service Documentation. 5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect. 6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Documentation, we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law. 8 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F We11sTAX® Payments Service 1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers from your Account (each, a "Transfer") to pay your U.S. federal, state or other taxes specified from time to time in our User Guides. By using this Service, you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Description, which is incorporated by reference into this Service Description. 2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Guides. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us. 3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment. You authorize us to rely on the accuracy of the information you have provided to us. 4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non - Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline. 5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury's Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent. You authorize us to accept debit Entries from the IRS to make the Transfers, and to debit your Account for the amount of such payments. 6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline. 7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you. 8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request. 9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized. 10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed. 11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors. Nothing in the Service Documentation will relieve you of: a. Any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. Any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business. 9 1 ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax. 10 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Account Currency is defined in section 8 (Currency conversion) of the Master Agreement. ACH means Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement. Applicable Law is defined in section 3 (Changes to service) of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. CEO@ portal means our Commercial Electronic Office® portal. Concentration Account means your Account designated in the Concentration Account Services Set-up Form. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Entry is defined in the ACH Rules. File is defined in the ACH Rules. Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement. Gateway or Gateway Operator is defined in the ACH Rules. Initiation Method is defined in section 6 (Security procedures) of the Master Agreement. International Entry means an Entry to an account outside the United States. Item is defined in the Account Agreement. Log -on Credentials is defined in section 9 (CEO portal) of the Master Agreement. Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. NOC or Notification of Change is defined in the ACH Rules. ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 11 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F Originator is defined in the ACH Rules. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules. Receiver is defined in the ACH Rules. Remote Account means one or more accounts owned or controlled by you in the United States. Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement. Reversal or Reversing Entry is defined in the ACH Rules. Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement. Settlement Date is defined in the ACH Rules. Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority. Third Party Sender is defined in the ACH Rules. 12 I ACH & Related Services - Revised December 18, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Addendum to ACH Origination Service Description for State Tax Refund Return Opt -in Program Participants 1. Introduction. This Addendum to ACH Origination Service Description for State Tax Refund Return Opt -In Program Participants ("Addendum") applies to Company in connection with its use of the ACH origination service ("Service") pursuant and subject to the terms of the Service Documentation, including the ACH Origination Service Description ("Service Description"). If there are any conflicts between this Addendum and the Service Description, this Addendum shall control. Any capitalized terms not otherwise defined in this Addendum shall have the meaning set forth in the Service Description or the ACH Rules, unless otherwise indicated. 2. Description of Program Services. Company has agreed to participate in the State Tax Refund Return Opt -In Program ("Program") offered by NACHA—The Electronic Payments Association ("NACHA"), through which participating RDFI5 can submit Return Entries to Company under operating rules adopted specifically for the Program. In connection with Company's participation in the Program, Company has requested that Bank enter into a State Tax Refund Return Opt -In Program ODFI Agreement with NACHA ("ODFI Agreement"). The ODFI Agreement permits Bank, as ODFI for Company, to receive Return Entries transmitted under an R17 return reason code in accordance with the operating rules adopted for the Program and the ACH Rules (collectively, "Program Rules"). Bank will provide "Program Services" under this Addendum in accordance with its obligations under the ODFI Agreement. In the event of a conflict among the foregoing requirements, the following order of precedence shall apply: (1) the ODFI Agreement; (2) the Program Rules; and (3) the ACH Rules. 3. Program Returns. Bank will receive R17 Return Entries on behalf of Company in accordance with the Program Rules. Company understands and agrees that Bank is otherwise permitted to dishonor R17 Return Entries in accordance with the ACH Rules, and that it is Company's responsibility to notify Bank of Program Entries that should be dishonored, in accordance with the time limits set forth in the ACH Rules. Company understands and agrees that all Program Returns (as defined in the Program Rules) may be transmitted for up to 60 days following the Settlement Date of the original Entry. If a Participating RDFI wishes to transmit a Program Return after 60 days from the Settlement Date of the original Entry, the Participating RDFI must contact Bank to obtain permission for a late Program Return and Bank shall accept or deny the late Program Return request at its sole discretion. Company understands and agrees that it is the Participating RDFI's responsibility to provide Bank with the appropriate subcode specifying the nature of each Program Return. 4. Program Information. In accordance with the requirements of the Program Rules, Company understands and agrees that Bank is permitted to share information with NACHA regarding Company's participation in the Program, including but not limited to transaction volumes. 5. Indemnification. Bank shall have no liability for the acceptance of any Program Return in accordance with this Addendum and the ODFI Agreement. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to its performance of the Program Services. 6. Termination. In addition to the termination provisions contained in the Master Agreement and Service Description, Bank may terminate this Addendum immediately upon notice to Company if it receives notice of termination of the applicable ODFI Agreement. © 2016 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Wire Transfer Service Description Treasury Management Services 0 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Wire Transfer The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Wire Transfer Service 1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the transaction. 2. Preparation of payment orders; processing schedules. You will prepare each Payment Order according to guidelines we separately make available from time to time. You will use the applicable Security Procedure when you send a Payment Order to us. We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure. a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day. b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable. 2 November 20, 2019 I Wire Transfer Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Inconsistency in name and number. a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named. b. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named. 4. Authorization to pay. You authorize us to: a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution date. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates. You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to: a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice. 6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you. 7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by you, except we may, at your request, make an effort to cancel, amend or reverse a Payment Order without incurring any liability for our failure or inability to do so. 8. Drawdown requests. A "drawdown request" is an instruction from you to another depository institution to debit: a. An account at that institution and transfer the funds to us (an `outgoing drawdown request"), or b. The Account and transfer the funds to that institution (an "incoming drawdown request"). In this Service description, "Payment Order" includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it. 3 November 20, 2019 I Wire Transfer Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 9. Limitation of liability. We will not be liable for any third party's failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days' interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description. 10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services. Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Master Agreement means the Master Agreement for Treasury Management Services. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. 4 November 20, 2019 I Wire Transfer Service Description DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F VJF.I.LS FARO 0 Wire Transfer Services Customer Setup Form and Agreement Part I - Setup Information Treasury Management Customers Complete Part I and sign as provided in Part III. The information in this setup form and your separate treasury management documents relating to wire transfers govern your use of Wells Fargo's wire transfer service. All Other Customers (including consumers and non -Treasury Management business customers) Complete Part I, review the Wire Transfer Services Agreement in Part II, and sign as provided in Part III. Type of Request: ❑ New ❑ Update Existing Information ❑ Delete Existing Information A. Account Numbers (list accounts to be debited for each wire transfer) For additional accounts attach a signed listing with notation of Customer's name and the additional account numbers. Check the appropriate box for each account number to identify the account type. 1) Caller S Limit 2) InitiationType V R B ❑ Add ❑ Delete 3) ❑ Delete $ 4) ❑ ❑ ❑ DDA ❑ G/L ❑ DDA ❑ G/L ❑ G/L ❑ DDA ❑ DDA ❑ G/L 5) ❑ 6) ❑ Delete $ 7) ❑ ❑ 8) ❑ Add ❑ Delete ❑ DDA ❑ G/L ❑ DDA ❑ G/L ❑ G/L ❑ DDA ❑ DDA ❑ G/L 9) 10) 11) 12) ❑ DDA ❑ G/L ❑ DDA ❑ G/L ❑ G/L ❑ DDA ❑ DDA ❑ G/L B. Advice Information (additional fees apply for these services) For Fax or Email Notification on intraday wire activity use the InfoFax setup form. Mail Advice (this paper based service is no longer available to add) ❑ Delete Mail Advice C. Authorized Callers (people authorized to initiate wires) $ Limit = Use "N" if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited. Initiation Type = If no Initiation Type is noted we will set the individual up for both Repetitive and Non -Repetitive Wire Initiation. Complete by checking appropriate box: R = Repetitive / B = Both Repetitive & Non -Repetitive. Authorized Callers first & last name Caller S Limit Phone Number including area code InitiationType V R B ❑ Add ❑ Delete ❑ Add ❑ Delete $ ❑ Add ❑ Delete ❑ ❑ ❑ Add ❑ Delete $ ❑ ❑ ❑ Add ❑ Delete $ ❑ ❑ ❑ Add ❑ Delete $ ❑ ❑ ❑ Add ❑ Delete $ ❑ ❑ D. OPTIONAL Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided. Verify Orders exceeding: $ Authorized Approvers first & last name Approver S Limit Phone Number including area code ❑ Add ❑ Delete $ ❑ Add ❑ Delete $ 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 - 07/19) Page 1 of 4 DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F Authorized Approvers first & last name Approver $ Limit Phone Number including area code Add Delete $ Add Delete $ Add Delete $ Add Delete $ Add Delete $ E. Alternate Account to be Charged for Wire Fees (Available to Business and Wealth Private Banking customers ONLY) List account only if wire fees are to be assessed to this account for the accounts listed in Part I -A. ❑ DDA ❑ AU and G/L Part II - Wire Transfer Services Agreement 1. Introduction. This Wire Transfer Services Agreement ("Agreement"), along with the account agreement applicable to the account used in connection with the wire transfer services ("Account"), govern your use of Wells Fargo's wire service. With this service, the Wells Fargo customer identified in this Agreement ("you" or "your") can instruct Wells Fargo Bank, N.A. ("Wells Fargo") to transfer funds by wire from the Account ("Order"). 2. Security Procedure 2.1. General. You agree to use the security procedure described in this Section ("Security Procedure") when you request an Order (except for an Order delivered to Wells Fargo in person by you or your authorized representative). The purpose of the Security Procedure is to verify the authenticity of an Order delivered to us in your name and not to detect errors in the transmission or content of an Order. You agree the Security Procedure is commercially reasonable and, in view of your requirements, is a satisfactory method of verifying the authenticity of Orders. You agree you are bound by any Order, whether or not authorized, issued in your name and accepted by Wells Fargo in compliance with the Security Procedure. 2.2. Voice Initiated Orders. Wells Fargo's standard Security Procedure for a voice -initiated Order consists of confirming the personal identification number ("PIN") accompanying an Order corresponds with a valid PIN assigned to you, and confirming the voice print provided when placing an Order matches the print registered on file for that PIN holder. A PIN and voice print are required for all voice -initiated transfers. 2.3. PIN. Each person authorized to initiate and/or approve Orders for you will be issued a unique PIN. PINs are computer-generated and you cannot choose your own PIN. Wells Fargo employees do not have access to PINs. You agree to safeguard any PIN assigned to you. You must supply the PIN each time you initiate an Order. PINs are issued via a two-part, confidential mailer sent to you. If lost or forgotten, Wells Fargo cannot reconstruct PINs. For your protection, if you suspect a PIN has been compromised, or if an authorized person is no longer authorized, immediately notify Wells Fargo Wire Transfer Services at 888-384-8400. Wells Fargo, in its sole discretion, may cancel or reissue any PIN it believes may have been compromised, including, without limitation, a PIN that has never been acknowledged as having been received and any PIN that has been used by anyone other than the intended authorized user. 2.4. Identify Authorized Persons. You will notify Wells Fargo in writing of the identity of each individual authorized to receive information regarding the Security Procedure. You will promptly notify Wells Fargo in writing of any change in an authorized individual. Your notice will be binding on Wells Fargo if it is received in a time and manner that gives Wells Fargo a reasonable opportunity to act on it. Wells Fargo will be fully protected in relying on your notices. 2.5. OPTIONAL Verify Callback Service. If you select this optional fee-based service by providing the information requested in Section D of Part I, it will become part of your Security Procedure. Wells Fargo will make at least one attempt to telephone an individual authorized to approve wires other than the initiator (an "Authorized Approver") to verify the voice -initiated non -repetitive wire transfer order is authorized when the amount of the wire exceeds the wire transfer order limit designated in Section D of Part I. You may designate a limit up to which an Authorized Approver may authorize an order. A PIN is required to authenticate each Authorized Approver. If Wells Fargo is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed. 3. Inconsistency of Name and Number. If an Order describes the person to receive the wire transfer ("Beneficiary") inconsistently by name and account number, the wire transfer may be made on the basis of the account number even if the account number identifies a person different from the Beneficiary. If a wire transfer request describes a financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. You further acknowledge the beneficiary account number or beneficiary bank identification number (e.g. IRAN, RTN, or SWIFT BIC) you provide in connection with an Order will be complete and accurate, and you understand you could lose the transfer amount if the information is incorrect. 4. Responsibility of Wells Fargo. Wells Fargo may send an Order by wire, telegraph, telephone, cable, or whatever other transmission method Wells Fargo considers to be reasonable. Wells Fargo may transmit an Order directly to the Beneficiary's bank, or indirectly to the Beneficiary's bank through another bank, government agency, or other third party that Wells Fargo considers to be reasonable. Wells Fargo may utilize any reasonably selected funds transfer system or intermediary bank, even if its selection differs from instructions in the request. 5. Additional Actions by Wells Fargo. Any action Wells Fargo takes to detect an erroneous Order, or any actions Wells Fargo takes beyond those described above in an attempt to detect an unauthorized Order, will be taken at Wells Fargo's sole discretion. No matter how many times Wells Fargo takes this action, it will not become part of Wells Fargo's standard procedures for attempting to detect such erroneous or unauthorized Orders, and Wells Fargo will not in any situation be liable for failing to take or to correctly perform the action. © 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 - 07/19) Page 2 of 4 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 6. Liability. Wells Fargo is only responsible for making a good faith effort to execute your Orders and will only be responsible for performing the services specified in this Agreement. For Orders subject to Article 4A of the Uniform Commercial Code ("UCC 4A"), Wells Fargo will be liable to you only for damages required to be paid under UCC 4A. For Orders not subject to UCC 4A and for other obligations under this Agreement, Wells Fargo will only be liable for its negligence or willful misconduct. Wells Fargo will not be liable for any third party's failure to or delay or error in processing an Order. Wells Fargo will not be liable for any delay in performing or failure to perform if the delay or failure results from any cause beyond its reasonable control. In no event will Wells Fargo have any liability for consequential, special, punitive or indirect loss or damage which you may incur in connection with this Agreement. 7. Indemnification. You agree to indemnify and hold Wells Fargo, its directors, officers, employees and agents harmless from all third party claims, demands, judgments, and expenses (including reasonable attorneys fees) arising out of or connected with the performance of any wire transfer service under this Agreement. This indemnification will survive the termination of this Agreement. 8. Cancellation, Amendment, Reversal. An Order will be final and not subject to cancellation, amendment or reversal by you, except Wells Fargo may, at your request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or inability to do so. 9. Your Duty to Notify Wells Fargo of Unauthorized Activity. If you identify any discrepancies in your account setup (including repetitive wire transfer templates), please contact us immediately at 1-888-384-8400. Wells Fargo will not be responsible for any delays in payment or additional fees caused by your failure to notify us promptly of any such discrepancy. You will exercise ordinary care to determine whether an Order accepted by Wells Fargo was either erroneous or not authorized and to notify Wells Fargo of the facts within a reasonable time not exceeding 14 days after you have received notification from Wells Fargo that the Order was accepted or that your Account was debited or credited with respect to the Order, whichever is earlier. You will be precluded from asserting that Wells Fargo is not entitled to retain payment for an Order unless you object within 14 days. 10. Fees and Taxes. You agree to pay Wells Fargo's current wire transfer service fees. A copy of Wells Fargo's current fee schedule is available to you on request. You also agree to pay amounts equal to any applicable taxes on these wire transfer services (exclusive of taxes based on net income of Wells Fargo). 11. Currency. An Order expressed in U.S. Dollars will be sent in U.S. Dollars. You may request that prior to executing an Order, Wells Fargo convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"). Wells Fargo makes money when it converts one currency to another currency for you. The exchange rate provided to you is set by Wells Fargo in its sole discretion, and it includes a markup over Wells Fargo's cost of sourcing the relevant currency or currencies. The markup may be based on several factors, including without limitation costs incurred, market risks, services rendered, the client relationship, the transaction and our desired return. The exchange rate Wells Fargo provides to you may be different from exchange rates you see online, in publications, at other banks or other foreign exchange providers. Also, different customers may receive different exchange rates for transactions that are the same or similar. The exchange rate may depend on the type of transaction being conducted, the dollar amount, type of currency, the date and time of the exchange and/or the factors noted above. The foreign exchange market is dynamic, so exchange rates can change rapidly. If you delay executing a transaction, the exchange rate may change and could even be significantly different. Wells Fargo reserves the right to refuse to process any request for a foreign exchange transaction. Wells Fargo will not be liable for a sum in excess of the value of the Order after it has been converted from Foreign Currency to U.S. Dollars at Welis Fargo's buying rate for exchange at the time the cancellation of the Order is confirmed by Welis Fargo. 12. Term and Termination. This Agreement may be terminated by you or Wells Fargo with prior written notice, but will remain in effect with respect to any transaction occurring prior to its termination. 13. Amendments to Agreement. Wells Fargo may, from time to time, notify you of a change to this Agreement or its rules or procedures. By using the wire transfer service after the notice is sent or otherwise made available to you, you will be conclusively deemed to have agreed to the change. 14. Governing Law; Rules and Regulations. Our rights and obligations regarding Orders will be governed solely by this Agreement, your account agreement, and, to the extent applicable, federal law and the state laws governing your Account. All Orders will be subject to the rules and regulations of any funds transfer system used by Wells Fargo, as amended from time to time. 15. Notices; Receipt of Confirmations. If a notice is sent to you, it will be effective if it is delivered in person or sent by first class mail to your last address as shown on Wells Fargo's records. If a notice is sent to Wells Fargo, it will be effective if it is delivered by first class mail to the address shown in Wells Fargo's then current fee schedule (or to such other address as Wells Fargo may from time to time direct) and after Wells Fargo has had a reasonable opportunity to act on it. An optional confirmation or a bank statement showing a wire transaction, sent electronically or by mail, to your last address as shown in Welis Fargo's records and not returned, will be conclusively presumed to have been received by you. Wire Transfer mail confirmations are not available for addresses outside of the United States. 16. Miscellaneous. Wells Fargo's waiver of any term of this Agreement will not constitute a waiver of any other term or impair any of its rights if you breach this Agreement. You agree not to assign your interest in this Agreement to anyone else. If any provision of this Agreement is determined by a court to be invalid, it will not affect the validity of any other provision. In interpreting this Agreement, the headings will not be considered a substantive part of this Agreement. Unless the context requires otherwise, terms not defined in this Agreement have the meanings, if any, provided in UCC4A. This Agreement and any applicable account agreements constitute our entire Agreement with respect to the matters they cover and supersede all prior oral or written communications between us regarding such matters. In the event of conflict between a provision of this Agreement and any other agreement you may have with Wells Fargo (including without limitation, any account agreement between us), the terms of this Agreement will govern the subject matter of this Wire Transfer Agreement. 17. Additional Terms Governing Outgoing Consumer International Wires 17.1. General. This Section contains additional terms applicable only to Orders initiated by a natural person in the United States to transfer funds to a Beneficiary in a foreign country for personal, family, or household purposes (each, an "Outgoing Consumer International Wire"). This Section does not apply to any Order sent to a Beneficiary in the United States, to any Order initiated by a non -consumer, or to any Order initiated by a consumer for any non -personal, non -family, or non -household purposes. In the event of a conflict between a provision in this Section and a provision in the rest of this Agreement or in the agreement governing your Account, the provision in this Section will control. 17.2. Disclosures and Receipts. Prior to sending an Outgoing Consumer International Wire, Wells Fargo will disclose to you, by telephone, the amount that will be transferred to the Beneficiary, a description of any fees and taxes imposed by Wells Fargo, the total amount of the transaction, the exchange rate to be used, the amount to be transferred in the Foreign Currency, a description of any fees and taxes to be applied by any other person to the extent known by Wells Fargo, and the amount that will be received by the Beneficiary. Wells Fargo will mail a receipt for an Outgoing Consumer International Wire within 30 days after payment is made for the Outgoing Consumer International Wire. 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 — 07/19) Page 3 of 4 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 17.3. Liability. Wells Fargo is liable only for damages required to be paid as provided under Regulation E, subpart B or, to the extent applicable, UCC4A (except as expressly modified by this Agreement). Except as required by Regulation E, subpart B, Wells Fargo will not be responsible for the acts or omissions of any other person or entity, including but not limited to any processor, any country's central bank, or any other financial institution, and no such person or entity will be deemed Wells Fargo's agent. In no event shall Wells Fargo have any liability for any indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages. 17.4. Cancellation. You may cancel an Outgoing Consumer International Wire for a full refund within 30 minutes of completing a transaction. To cancel, call the cancellation phone number provided to you at the time of your request. 17.5. Error Resolution. In the event that you believe an error has occurred with respect to an Outgoing Consumer International Wire, you must notify Wells Fargo no later than 180 days after the "Availability Date" (the date when funds will be available to the Beneficiary) disclosed to you by contacting us at 1-888-384-8400 or by mailing Wells Fargo at the address shown in Wells Fargo's then current fee schedule or to such other address as Wells Fargo may from time to time direct. If you fail to notify us within this time period, Wells Fargo will not be liable for any error or loss of interest or any interest equivalent relating to the erroneous transaction. When you contact us, please tell us: (a) your name, address, and telephone number where we can reach you during business hours; (b) the Beneficiary's name and, if known, his or her telephone number and address; (c) the date, dollar amount and transaction confirmation number of the Outgoing Consumer International Wire; and (d) the error or problem with the wire transfer, and why you believe it is an error or problem. 17.6. Governing Law. An Outgoing Consumer International Wire is a "remittance transfer" as defined in Regulation E, Subpart B, and will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of UCC4A, without regard to its conflict of laws principles. Part III - Agreement and Approval Customer Approval - Signatures as required by Certificate of Authority or the Signature Card. Under the dispute resolution program in your account agreement you agree our disputes may be decided before one or more neutral persons in an arbitration proceeding and not by a judge or jury trial. Legal Name as it appears on your Account Customer's Primary Phone No. Mailing address for PINs and mail advice including City, State, and zip code. (If blank, items will be mailed to address on primary statement mailing address.) Printed Name of Authorized Signer Printed Name of Authorized Signer Signature Date Signature Date Bank Approval - Forms submitted without Customer and Banker signatures or older than 90 days will be returned unprocessed. Customer's 1st ID ID Type ID Number Issued by State/Country Expiration Date Customer's 2nd ID ID Type ID Number Issued by State/Country Expiration Date Banker/Officer's Phone # Banker/Officer's Fax # Bank MAC Banker's Wells Fargo email address for notification. A reasonable attempt will be made to contact the banker at the Wells Fargo email provided upon completion. Notification will NOT be sent to any email address outside the Wells Fargo system. Document Prepared by & phone # (in case of questions about this setup) Banker/Officer's Printed Name Banker/Officer Signature — Required Date Once the customer's approval/signature is received on the form, the Banker/Relationship Manager must approve/sign the form, then fax to 866-922-6202, or email to imgwiresetuosCdwellsfargo.com. The form must be submitted from a valid Wells Fargo Fax or email address. File copies in your location's record retention file. ©2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 - 07/19) Page 4 of 4 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO O Faster Payments Service Description Treasury Management services © 2021 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 03 Introduction 03 Services 03 ZeIIe® Disbursements 05 RTP® Service 06 Push to Card Service 16 Exhibit A — Card Processing Addendum RTP® is a service mark of The Clearing House Payments Company L.L.C. ZeIIe and the ZeIIe related marks are wholly owned by Early Warning Services, LLC and are used herein under license. 2 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. You," "your" or 'yours' refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description. The "Service" covered by this Service Description is: • Zelle® Disbursements service • RTP® Services • Push to Card Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services Zelle® Disbursements 1. Description of Service. With this Service you can send Payment Instructions to us or Zelle® for your payments to consumer and Small Business Disbursement Recipients. For each payment, your Payment Instruction will include the Token Information for the Recipient. a. Disbursement Recipients enrolled with Zelle®. If the Disbursement Recipient's Token Information is enrolled with Zelle®, we or Zellee will attempt to make the payment electronically. b. Disbursement Recipients not enrolled with Zelle® If you have subscribed to the Unregistered Payee Feature and your Payment Instruction includes Token Information for a Disbursement Recipient who is not enrolled with Zellee, we or Zelle® will send the Disbursement Recipient a one-time Zellee enrollment invitation, together with instructions. Disbursement Recipients must enroll in the time allotted in the enrollment invitation or the payment will expire and the funds will be returned to your Account. c. Payments. In most cases the payment will be available to the Disbursement Recipient within three Business Days. We have no control over circumstances that could result in a delay or failure of your payment to be received by the Disbursement Recipient including actions of the Disbursement Recipient, the Disbursement Recipient's financial institution placing limits on the amount the Disbursement Recipient may receive, or actions of the Zelle Network®. We or Zellee are entitled to impose transaction limits on your payments that are separately disclosed to you. 3 Faster Payments Service Description I Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2. Disbursement Recipient authorization. When using the Service, you authorize and instruct us or Zelle® to send emails and text messages to the Disbursement Recipient on your behalf. You represent and warrant that you have received permission from each Disbursement Recipient to instruct us or ZeIIe® to send emails and text messages to that Disbursement Recipient. We or Zelle® may, in our sole discretion, and for any reason, decline at any time to accept, or use, or to continue to accept or use, any specific Token Information provided to us or Zelle® by you. 3. Use of information to identify you and process transactions. You agree that we or ZeIIe® may provide information about you to the Disbursement Recipient, the Disbursement Recipients financial institution, or any other person engaged in processing, facilitating, or delivering the payment. The information we or ZeIIe® may provide may include your name. 4. No right to stop or cancel. Generally, a payment that has been processed cannot be cancelled or stopped. You will be responsible for resolving any payment dispute with a Recipient. If you request the cancellation, amendment or reversal of a Payment Instruction, we or ZeIIe® may, in our sole discretion, attempt to honor your request, but we will have no liability if we decline or are unable to honor your request. 5. Incomplete, rejected payments. If a payment is missing required information or if we or ZeIIe® have identified other errors that make us unable to process any Payment Instruction, we or ZeIIe® may, without liability to you, reject the payment. 6. Your responsibility for errors. Neither we nor ZeIIe® are obligated to confirm your Payment Instruction and will act on them without further confirmation. You agree to accept full responsibility for losses resulting from any of your errors, duplication, ambiguities, or fraud in the information that you provide. 7. Indemnification. a. You acknowledge that we indemnify certain parties under the Zelle Network® Participation Rules. You agree to reimburse us for any Losses we incur as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from our own gross negligence or intentional misconduct. b. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising directly or indirectly from or related to any material breach in your representations, warranties, covenants, or obligations in this Service Description. 8. Restrictions. You are not permitted to use this Service if we determine, in our discretion, that you are, or are acting as, a "Payment Services Company" as defined under the ZeIIe Network® Participation Rules. Unless we have satisfied our obligation to complete your registration as a "Third Party Sender" under the ZeIIe Network® Participation Rules, and subject to any additional terms or conditions we may require, you are not permitted to send Payment Instructions as an intermediary between any third party and us using this Service. 9. Survival. Sections 2, 3, 4, 5, 6 and 7 of this Service Description will survive the termination of Services. 1 Payment Services Company means an entity that (i) is classified or licensed as a money transmitter or money services business under U.S. federal law, the laws of the District of Columbia or any U.S. state or territory, or the laws of any foreign jurisdiction; (ii) is classified as a payment service provider, payment aggregator, or similar by any Other Network Requirements; (iii) is licensed to engage in virtual currency business activity under U.S. federal laws, rules, or regulations or the laws, rules or regulations of the District of Columbia, any U.S. state or territory, or any foreign jurisdiction; (iii) is otherwise engaged in the business of operating, providing, or facilitating access to a network, system, protocol, or interface for the transfer of value (whether or not denominated in fiat currency) from one person or entity to another person or entity or from one account to another account. 4 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F RTP® Services 1. Description of Service. With this Service you can use real-time funds transfer services available through The Clearing House RTP® system to send eligible RTP Payments. RTP Payments permitted under the RTP Rules and meeting our requirements will be considered eligible RTP Payments. You may also use the Service to send RTP Messages. 2. Applicable Law. You agree to comply with the RTP Rules. The RTP Rules include the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles, and the requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control. We are under no obligation to honor any RTP Payment Order or other instruction that could result in our violation of the RTP Rules or other applicable law. The terms "Sender," "Receiver," "Sending Participant," "Receiving Participant," "Payment Service Provider," and "Request for Retum of Funds" are used here as defined in the RTP Rules. 3. Preparation of RTP Payment Orders; processing schedules. You will prepare each RTP Payment Order in accordance with guidelines we separately make available to you from time to time. An RTP Payment Order will be deemed received by us when we have verified that it is in compliance with the Security Procedure and determined that it is an eligible RTP Payment. RTP Payments are typically completed within thirty seconds of transmission of the RTP payment by the Sender, unless the RTP payment fails or is delayed due to a review by us, such as for fraud, regulatory, or compliance purposes. 4. Inconsistency of name and number. If an RTP Payment Order describes the Receiver both by name and identifying number, we are permitted to execute the RTP Payment Order based solely on the identifying number, even if the number identifies a person different from the named person. If an RTP Payment Order describes a Receiving Participant both by name and identification number, the identification number may be solely relied on to identify the financial institution, even if it refers to a financial institution other than the named financial institution. 5. Authorization to pay. You authorize us to (a) execute any RTP Payment Order we verify in accordance with the applicable Security Procedure and (b) debit the account specified in the RTP Payment Order (and if no account is specified, the Account or any other account you maintain with us or an affiliate) even if a debit results in an overdraft on the execution date. You will maintain sufficient available funds in the account specified in the RTP Payment Order at the time of each debit. We may refuse to accept an RTP Payment Order if there are not sufficient available funds at the time the RTP Payment Order is submitted to us. 6. Your duty to report erroneous or unauthorized transfer RTP Payment Orders. We have no obligation to detect errors in RTP Payment Orders (for example, an erroneous instruction to pay a Receiver not intended by you or to pay an amount greater than the amount intended by you, or an erroneous transmission of a duplicate RTP Payment Order previously sent by you). Should we detect an error on one or more occasions, this will not obligate us to detect errors in any future RTP Payment Order. You will exercise reasonable care to determine whether an RTP Payment Order accepted by us was either erroneous or unauthorized. You will notify us of an erroneous of unauthorized RTP Payment Order within a reasonable time, not exceeding 14 days, after you receive notification from us that the RTP Payment Order was accepted or that the Account was debited with respect to the RTP Payment Order, whichever is earlier. You will be liable to us for the loss we incur as a result of your failure to act in accordance with this section. 7. RTP Payment Order status. We will provide you with information regarding the status of any RTP Payment Order sent by you in accordance with the RTP Rules. If an RTP Payment Order is rejected by us for any reason, we will attempt to notify you promptly but will have no liability to you for a rejected RTP Payment Order or for our failure to provide notice. 5 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 8. No right to cancellation, amendment, reversal; Request for Return of Funds. RTP Payment Orders are final and cannot be cancelled, amended, or reversed by you once accepted by us. Any dispute between you and the recipient of an RTP payment must be resolved between you and the Receiver. You may submit a Request for Return of Funds message to us to be sent to a Receiver; however, the Receiver is under no obligation to return the funds. You will hold us harmless and reimburse us for any Losses we incur in effecting or attempting to affect your Request for Return of Funds, including Losses incurred as a result of the enforcement of any indemnity provided to a Receiving Participant in connection with a Request for Return of Funds we send on your behalf. 9. Ineligible RTP Payments. You agree that: a. The RTP System may be used only for eligible payments between a Sender and Receiver with accounts located in the United States. Subject to subsection (c), below, you may not send or receive payments on behalf of any person or entity not domiciled in the United States. b. You are not permitted to submit an RTP Payment Order on behalf of another domestic or foreign depository institution, or that identifies a Receiver that is a domestic or foreign depository institution. c. You are not permitted to send RTP Payment Orders in connection with a money transmission transaction or a payment processing transaction, nor act as a Money Services Business, Payment Service Provider, or third -party processor, unless we have provided our written approval and subject to any additional terms or conditions we may require. d. You are not permitted to send RTP Payment Orders or other RTP Messages solely for the purpose of determining whether a Receiver's account numbers are associated with valid, active accounts. 10. Transaction limits. As a Sending Participant, we are entitled to impose transaction limits on your RTP Payment Orders sent through the Service, which may be lower than the transaction limits established by the RTP System. 11. Limitation of our liability. In acting on your request regarding an RTP Payment Order, we are permitted to use any transmission method, funds transfer system, or clearing house we, in our sole discretion, consider reasonable. We will not be liable for any third party's failure to or delay or error in processing an RTP Payment Order. If we are notified we did not transfer the full amount stated in an RTP Payment Order, our sole obligation will be to promptly execute a second RTP Payment Order in the amount of the stated deficiency. If we execute an RTP Payment Order in excess of the amount stated in the RTP Payment Order, to the extent you do not receive the benefit of the RTP Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the RTP Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as we may have agreed otherwise. However, our liability for loss of interest will be limited to 20 calendar days' interest. 12. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate the Service immediately upon notice to you if we determine in our sole discretion that you have breached Section 9 [Ineligible RTP Payments] of this Service or otherwise failed to comply with the RTP Rules. 13. Survival. Sections 2, 4, 6, 8, 9 and 11 will survive the termination of Service. Push to Card service 1. Description of Service. With this Service, you can send near—real time payments (Disbursements) to your customers' eligible debit and certain U.S. qualifying prepaid cards by transmitting a Customer Disbursement Transaction to the card networks for processing in accordance with applicable Card Organization Rules. a. Bank Disbursement Message; our approval. As a part of the Service, we include the ability for you to submit a Customer Request and create a Customer Disbursement Transaction message for transmission based on the Customer Request. Our service consists of (1) the Push to Card Channel that may be available from time to time subject to applicable terms and conditions; (2) transaction eligibility determinations, (3) Card Organization routing intelligence; (4) connectivity to the Card Organizations; and (5) issuer identification. Any Card Organization or we may reject any Customer Request or Customer Disbursement Transaction at any time in our sole discretion. 6 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F b. Processing by Card Organization; our approval. After you successfully submit a Customer Request, the appropriate Card Organization will direct the Customer Disbursement Transaction message to the appropriate Issuer for authorization, clearing and settlement services, according to its Card Organization Rules. If the Issuer approves, the Issuer will post the funds or make funds available to the Recipient's account associated with the applicable Customer Disbursement Transaction according to Card Organization Rules. c. Disbursement Information. You must submit complete and accurate Disbursement Information. You are solely responsible for any errors resulting from incomplete or inaccurate Disbursement Information or any otherwise flawed Customer Request (including the misdirection of funds resulting from you providing inaccurate or incomplete Disbursement Information). For the sake of clarity and the avoidance of doubt, you are responsible to know that the Card and the Cardholder and Card number are each and all accurate as provided to us for purposes of the Push to Card Service. d. Secure Capture Service. When you enroll in our optional Secure Capture Service ("Secure Capture Service"), we will provide you with a hosted payment page which enables you to submit debit card information to a third party where it will be securely stored. We will send a token back to you to use instead of the card number when processing Push to Card payments. The Secure Capture Service will include: (a) the Secure Capture API; (b) the hosted payment page; and (c) the tokenization of Recipient's payment credentials. The pricing documentation we provide to you includes your fees for the Secure Capture Services, and are in addition to any other fees described in your pricing documentation. The Secure Capture Service is provided by a third party provider, Cybersource. By using the Services and/or the Secure Capture Service, you agree to the following terms: e. You bear all collection risk and the risks of all Card fraud; f. You are solely responsible for maintaining back up records; g. You must only use the Service and the Secure Capture Service in conformance with the Documentation provided to you from time to time; h. In the event Wells Fargo or Cybersource suspects illegal activity or use of the Secure Capture Service not in conformance with this Agreement or the Documentation that either Wells Fargo or Cybersource may suspend the Service and/or Secure Capture Service: and i. You authorize Wells Fargo to access all your transaction information because of your use of the Secure Capture Service. NEITHER BANK, CYBERSOURCE, NOR ITS THIRD PARTY LICENSORS CAN GUARANTEE THE ACCURACY APPLICABLE TO ITS PRODUCTS AND SERVICES. USE OF ANY CYBERSOURCE EXPORT CONTROL SERVICE THAT MAY BE MADE AVAILABLE TO YOU DOES NOT GUARANTEE YOUR COMPLIANCE WITH EXPORT REGULATIONS OR LAWS; AND NEITHER WELLS FARGO NOR CYBERSOURCE, NOR ITS THIRD -PARTY LICENSORS CAN GUARANTEE THE ACCURACY OF TAX OR VAT RATES OBTAINED FROM TAXING AUTHORITIES. 2. Funding and fees. a. Customer Funding Account. i. You will establish a Customer Funding Account with us and make sure the account has sufficient funds to carry out any Customer Request or any instructions to the Push to Card Channel, including sufficient amounts to cover all transfers, settlement and bank -related fees. ii. The Customer Funding Account is subject to its own separate terms and conditions between you and us (the "Commercial Account Agreement"), including payment to us of any applicable fees. Nothing in this Agreement will affect in any way the terms and conditions of the Commercial Account Agreement. 7 Faster Payments Service Description I Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F iii. We will verify whether there are sufficient funds to cover each transaction in the Customer Funding Account before we submit any Customer Disbursement Transaction to the applicable Card Organization for processing. We may reject any transaction if there are insufficient funds in the Customer Funding account. If there are sufficient funds to cover the transaction, we will place a memo post in the Customer Funding Account in the amount of each transaction and we will hold such funds in the Customer Funding Account. We will debit the Customer Funding Account by the amount of the Customer Disbursement Transaction request processed by the Disbursement Messaging Service. We will send the amount of the Customer Disbursement Transaction to the applicable Card Organization to complete the Customer Disbursement Transaction to the Recipients Card. iv. You authorize us to complete the transfers and debits from the Customer Funding Account under this Agreement, including settling your obligations resulting from Customer Disbursement Transactions. v. We will execute all Push to Card transactions received from you through the Push to Card service. The appropriate Card Organization will process the disbursement transaction, after it verifies and secures sufficient funds from the Customer Funding Account. The transaction will happen in near real-time. The Push to Card Channel response will notify you that the transaction has been successful or unsuccessful, and why, as part of the same session. You authorize us and our authorized representative to access information from the Customer Funding Account and to initiate debit and/or credit entries to authorize us to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Customer Funding Account. This authorization is irrevocable, without respect to the source of any funds in the Customer Funding Account, and coupled with an interest. This authorization extends to any fees and assessments and Chargeback/reversal amounts of whatever kind or nature due to us under terms of this Agreement. This authority remains in full force and effect at all times unless and until we have agreed to terminate at such time and in such manner as to afford you a reasonable opportunity to act on it. b. Fees. The pricing documentation provided to you includes your fees for the Service and may be adjusted from time to time. In addition to the Card transaction fees included in the pricing documentation, you are responsible for applicable fees or fine imposed by any Card Organization on you or incurred by us related to your activity and use of the Service, including, if applicable, Your Customer's activity and use of the Service as described in Section 5. You agree that you bear all responsibility for the proper payment of taxes applicable to your business, including the sale of your products and services. 3. Your obligations. a. Use of Service. You shall use the Service solely in accordance with Applicable Law and the terms of this Agreement. Any modification to, or deviation from the terms of this Agreement, requires the prior written consent of you and us. You are fully responsible for the acts and omissions of your agents, employers, or third parties acting on your behalf under this Agreement. You understand and acknowledge, however, that as of the Effective Date of this Agreement, we have not performed an assessment for PCI DSS compliance for the Service, and a PCI Attestation of Compliance is not available until we complete the PCI DSS compliance assessment process. b. Prohibited Categories. You shall not use the Service to initiate any Customer Disbursement Transaction in connection with any of the Prohibited Categories as such Prohibited Categories may be communicated to you or otherwise prohibited under Card Organization Rules or applicable law. c. Restrictions. You are required to notify us in writing if you desire to use the Service for a different use than originally approved on your pre -enrollment or implementation form, or otherwise approved in writing by us. You must obtain our approval of each use case in advance. d. General obligations. You shall: (a) ensure all requests, instructions, and information provided by you under this Agreement comply with Applicable Law and Card Organization Rules; (b) implement all instructions provided by us and provide all necessary information requested and required by us to perform under this Agreement; (c) fund all Customer Requests submitted by the Push to Card Channel; (d) without limiting any other provisions under this Agreement, ensure all your programs and devices used to transmit Disbursement Information conform to all Payment Card Industry Data Security Standards and all Card Organization Rules; and (e) without limiting any other provisions under this Agreement, before providing the Push to Card Channel any instructions under this Agreement, satisfactorily complete all Bank- and Card Organization -required background checks and authentication procedures in accordance with all Applicable Law. 8 Faster Payments Service Description I Revised August 13, 2021 Member FDIC D9QUSign Envelope ID: 50DA$207-2CD0-4983-A4CA-DEA18797F97F e. Instructions. Subject to any change from time to time, in order to initiate a Customer Disbursement Transaction, you must accurately submit all the information required as set forth in the then most current version of the Push to Card Developer Reference Guide. Your failure to provide requisite information will be considered a material breach of your agreement with us and your Customer Disbursement Transaction may fail. f. Important Credential Responsibilities. We will provide you credentials to access the Service and the Push to Card Channel. You are solely responsible for: • Limiting access to your Push to Card Channel; • Maintaining the secrecy and security of the credentials you use to access the Push to Card Channel; and • Limiting access to the credentials to your authorized officers, employees or agents. We will consider any individual using your credentials as authorized by you unless you notify us otherwise. We will process each Customer Disbursement Transaction we receive from you. 4. Anti -money Laundering and Sanctions Program. At all times, you shall comply and maintain, policies, procedures and internal controls designed to comply with the Bank Secrecy Act ("BSA"), its implementing regulations, and all Applicable Law related to BSA/anti-money laundering ("AML") regulations, including but not limited to the funds transfer recordkeeping and "travel" rule, as set forth in 31 CFR 1010.410, or as otherwise applicable. You will maintain a written BSA/AML compliance program. The BSA/AML compliance program must include, at a minimum, the following: (a) a system of internal controls to ensure ongoing compliance; (b) independent testing of BSA/AML compliance; (c) a designated individual(s) responsible for managing BSA compliance; (d) periodic training for appropriate personnel; and (e) appropriate risk-based procedures for conducting ongoing customer due diligence. In relation to this Service, and in addition to the audit rights set forth in Exhibit A, Wells Fargo and its regulators, and their respective auditors ("Auditors"), will have the right to request, monitor, audit, examine and inspect any and all records, facilities and procedures related to the Service, including but not limited to Customer's BSA/AML compliance program and 'know your customer' requirements. Wells Fargo may request annual attestations of compliance with any or all terms and Customer shall promptly deliver such attestations by an officer of the company with sufficient responsibility for and oversight of the subject(s) of the attestation. To the extent permitted by Applicable Law, you and we each agree to provide reasonable cooperation to the other in connection with any investigation related to your use of the Service. For purposes of clarity, you must provide documents and/or information requested by us in connection with any such investigation. You further agree to comply with and maintain policies, procedures, and internal controls designed to comply with applicable economic sanction laws, including those administered by the U.S. Treasury's Office of Foreign Assets Control as codified in Title 31 of the US Code of Federal Regulations Chapter V. You must promptly notify us of any material violation of the BSA/AML or sanctions laws or your BSA/AML compliance program, subject to any applicable prohibitions against disclosure. 5. Third Party Processor Obligations. In addition to all the other requirements of this Service Description, if you are approved by Us in writing to use the Push to Card Service as a Third Party Processor (an entity permitted to use the Push to Card service as a service to allow its own entity customers (Your Customer) to push payments to their individual cardholder customers) for an approved use case, You must comply with all of the following: a. You will cooperate with and promptly respond to all requests for reporting, documentation, processes or assessments required by us from time to time as communicated by us. b. You are fully responsible for Your Customers and must at all times ensure that Your Customers agree in writing to comply with this Service Description, all applicable Card Organization Rules, specifically including but not limited to those identified in Appendix A and the Card Organization rules related to security of payment card information and personal data including PCI -DSS and PA -DSS as each may be replaced, modified, or changed from time to time. You will ensure Your Customers agree in writing to permit us and/or the Card Organizations to request and/ or inspect Your Customer's books, records, due diligence activities, procedures, or place of business to audit for compliance with this agreement, laws rules, regulations and directives, including the Card Organization Rules. c. Your written agreement with Your Customers must adhere to applicable requirements of this Agreement and Card Network rules. Your template agreement must be provided to Wells Fargo in advance for approval and no material changes can be made without our consent. Notwithstanding our approval, your agreement with Your Customers must at all times comply with laws, rules and regulations, and this Agreement. 9 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F d. Inspection. In addition to any rights we may have pursuant to this Agreement, you will, at any and all reasonable times permit us, the Card Organizations, or their employees, agents and/or auditors to inspect your books and records. You will, at any and all reasonable times, permit us and/or our employees, agents, attorneys, auditors, or bank regulators to inspect your place of business to audit its operations for compliance with all laws, rules and regulations, including the Card Organization Rules and information security requirements, each as may be replaced, modified or enhanced from time to time, and compliance with this agreement. You will ensure that you have the same right to inspect Your Customer and that right extends to the Card Organizations and us. Notwithstanding termination of this Agreement, you and Your Customers will fully cooperate with any forensic investigation or audit until such investigation or audit is completed. This term shall survive termination of the Agreement. You may not subcontract, sublicense, assign, or license or transfer in any manner to any third party any right or obligation of yours set forth in this Service Description. You may not engage third party providers without our express written approval. You are fully responsible for all due diligence activities, including PCI -DSS compliance of Your Customer, you and your customer's systems, and any third party service provider you or your customer uses. e. Representations and Warranties. You represent and warrant to us that You (a) have conducted due diligence with respect to each of Your Customers for which Company is using the Service and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each of Your Customers is originating is normal and expected Your Customer's type of business; and (b) will, in accordance with reasonable and diligent commercial standards, monitor each customer's business and transactions on an ongoing basis and notify us promptly if you identify any unusual activity by Your Customer and(c) will ensure all transactions comply with Applicable Law, Card Organization Rules, and this Service Description. f. Indemnity. In addition to your indemnifications obligation in Section 14 below, You will indemnify, defend and hold harmless us from and against all Losses arising out of or relating to Your Customer or Your Customer Agreement. This section shall survive termination of the Agreement. 6. Data use and consents. a. Data use by the Card Organizations. The Card Organizations shall have the right to use data transmitted to the Card Organizations for purposes of a funds transfer request for: (i) the provision of anti -fraud services for the benefit of us, you and/or other parties; (ii) the processing and/or resolving of disputes; (iii) analyzing or improving its services, including for security and risk management purposes; (iv) preparing and furnishing analyses and other internal and external reports of aggregated, anonymized information; (v) providing other products or services including those involving data analytics that use aggregated, anonymized information; (vi) complying with applicable Law, including, as may be required or requested by any judicial process or Governmental Authority having or claiming jurisdiction over the Card Organizations and/or any of its Affiliates or us; and (vii) for other purposes for which consent has been provided by the individual to whom the information relates. b. Data use by us. You explicitly consent and agree that we can access and use Cardholder Data to provide the Service. c. Consents. You represent and warrant that you have, and will: (i) provide(d) all necessary consumer terms and conditions (including, without limitation, an appropriate privacy notice) and disclosures required by Applicable Laws in connection with your participation in the Service; and (ii) obtain(ed) any and all consents necessary for Card Organizations to process data in connection with your participation in the Service, in connection with your participation in the Service, including as detailed in subsection 6(a) above and as provided for under this Agreement. You further represent and warrant that the submission or provision of information by you to us and Card Organizations, including for the purposes set forth in subsection 6(a) above, complies with all Applicable Law. 7. Customer complaints. You agree to promptly notify us if, you believe in your reasonable discretion there is an issue related to the Push to Card Service and you will provide us all necessary information regarding the deficiency or problem so that we may determine the cause of the issue and help to achieve a resolution, if possible. 10 Faster Payments Service Description I Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 8. Wells Fargo Gateway®. Through our gateway ("Wells Fargo Gateway"), you may access a Bank -owned Application Program Interface ("Bank -owned API") to securely (i) request that the we originate debit card disbursements on behalf of you; and (ii) receive periodic updates from us as we process entries for you. The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment systems and our payment systems. The Wells Fargo Gateway security procedures required digital authentication of you and us using a token, Bank -owned API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from time -to -time. Your tokens, the Bank -owned API keys, digital certificates, and your instructions to us, do not identify any individual user initiating the request through the Wells Fargo Gateway. We validate only that you are authorized to request Bank -originated debit card disbursements and receive periodic updates. You have reviewed the Wells Fargo Gateway portal, the procedures and the transmission methods, and determined that it is a commercially reasonable means to verify the authenticity of each debit card disbursement from us in your name. The parties will preserve the confidentiality of the Wells Fargo Gateway, the tokens, and any passwords, codes, security devices and related instructions we provide to you. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. You will maintain effective internal procedures to safeguard against transmission of unauthorized debit card disbursements and warrant that no individual will be allowed to authorize debit card disbursements without proper supervision and safeguards. 9. Termination; Events of Default. a. In addition to any termination rights set forth in the Master Agreement, we may also terminate this Agreement immediately for convenience or upon any Event of Default. b. The following are each an "Event of Default": i. any assignment or transfer of voting control of you or your parent; or ii. a sale of all or a substantial portion of your assets; or iii. irregular card transactions, excessive Chargebacks/Reversals, noncompliance with any applicable data security standards, as determined by us, or any Card Organization, or any other Person, or an actual or suspected data security breach, nonconformance with any applicable data security standards, as determined by us, any Card Organization, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure or otherwise present a financial or security risk to us (including your processing transactions for a business type we have designated as unqualified for processing with us); or iv. your independent certified accountants refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or v. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of the Service is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach, as determined by us, of Section 16 ("Compliance with Laws") ; then, upon the occurrence of (1) an Event of Default specified in subsections 9(b)(i), 9(b)(ii), 9(b)(iii), or 9.3(b)(v), we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. c. If any Event of Default occurs and regardless of whether you cure such Event of Default, we may, in our sole discretion, exercise all our rights and remedies under applicable law and this Agreement. d. In the event you file for protection under the U.S. Bankruptcy Code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors, or similar laws, and you continue to use the Service, it is your responsibility to open new accounts to distinguish between pre and post filing obligations. You acknowledge that as long as you use the accounts you established prior to such filing, we will not be able to systematically segregate your post -filing transactions or prevent set-off of the pre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you may claim. 11 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F e. The Card Organizations maintain lists of entities that have had their Card Acceptance rights terminated for cause. If we terminate this Agreement for cause, you acknowledge that we may be required to report your business name, the names of its business principals, and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly consent to such reporting if this Agreement is terminated because of an Event of Default or for any reason specified as cause by a Card Organization. Also, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. f. After termination of this Agreement for any reason , you shall continue to bear total responsibility for all Chargebacks/reversals, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits, Debits and adjustments resulting from Card transactions processed under this Agreement and all other amounts due or which may become due under this Agreement. 10. Confidentiality generally. a. You will treat this Agreement, the Card Organization Rules and any information supplied or made accessible by us or our agents as confidential, including without limitation, (i) information about our products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies , our respective Affiliates, and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords us a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know- how, show -how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to any third parties. b. Our confidential information shall be used by you only to exercise your rights and to perform your obligations under this Agreement. You shall not disclose the confidential information to any third party, except as may be agreed by us in writing. You shall safeguard all of our confidential information using a reasonable degree of care. At our request or when this Agreement is terminated, you shall return to us or destroy all of our confidential information in your possession or control. c. The obligations of confidentiality and restrictions on use in this section shall not apply to any confidential information that: (i) was in the public domain prior to the date of this Agreement or came into the public domain through no fault of yours; (ii) was received by you from a third party without any obligation to keep confidential to the third party and to your knowledge the third party, was not under an obligation to keep the information confidential; (iii) was already in your possession prior to receipt from us;(iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the required disclosure; or (v) is subsequently and independently developed by your employees, consultants or agents without use of or reference to our confidential information. d. You acknowledge that breach of the restrictions on use or disclosure of any of our confidential information would result in immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. e. With respect to any information received by us from you by your use of the Service, including the Disbursement Messaging Service, we will keep such information confidential in accordance with applicable law; provided, that we may disclose such information: i. To third parties, as we deem appropriate, to provide the Service, ii. Our auditors and attorneys (internal and external) and regulators, iii. As required or permitted by law, regulation or court order iv. To our respective Affiliates as we deem appropriate. In addition, we may use data collected as part of performing payment processing or other transaction -related services for you to provide additional products and services to you, other customers, or third parties. As permitted by law this includes collecting, using, and anonymizing Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other customers' transaction data to provide you, other customers, and third parties with analytic products and services. f. You shall not assign to any Person, the rights to use our Marks, our agents or the Card Organizations. 12 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F g. All rights, title, and interest in and to all intellectual property related to the Service (including without limitation, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior to, during the term of, or after the Agreement, or employed by us in connection with the Service and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties, our exclusive property. h. You agree that we may obtain relevant information from any applicable telecommunications provider used by you, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by you in connection with the Service. 11. You will not: (a) use the Service which shall include the Disbursement Messaging Service in any way other than in accordance with this Agreement, any supplied documentation, or as otherwise instructed by us in writing; (b) use the Service , either directly or indirectly, to develop any service or product that competes with the Service ; (c) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to access, ascertain, reconstruct, derive, or appropriate for any reason or purpose (i) the source code for any software, or (ii) any algorithm, process, procedure, idea, or other information contained in the Service ; (d) modify, translate, or alter the Service in any manner; (e) create derivative works of or based on the Service ; (f) disclose or provide the Service to, or permit the Service to be accessed or used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copies of the Service, except for (i) backup/archival purposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Service as long as any such copies contain all appropriate proprietary notices; (h) remove, relocate, or modify any proprietary rights notices relating to the Service; (i) attempt to access, or actually access, portions of the Service not authorized by us for use; (j) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Service for any unlawful purpose; (I) use, access, transfer, move, relocate, ship, or transship the Service outside of the United States without obtaining our advance written consent; or (m) circumvent, or attempt to circumvent, any applicable security measures of the Service. 12. Assignments. a. You may not transfer or assign this Agreement, by operation of law or otherwise, without our prior written consent. Any transfer of voting control of you or your parent company is considered an assignment or transfer of this Agreement. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks/ reversals, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. b. For the payment services provided by us, we require access to an account in which we may initiate both credits and debits. You may not create any lien, encumbrance or contingent obligation that would require the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any third party that is not your affiliate. You may not assign any rights, including the right of payment under this Agreement, to any other entity that is not your affiliate. If you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. c. Except as set forth elsewhere in this section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue, assume or assign this Agreement. 13. Legal responsibility. a. Upon request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our representatives or regulators (as well as those of the Card Organizations) reasonable access to your or your providers' facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate to verify your compliance with the terms and provisions of this Agreement. 13 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F b. You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of it. 14. Indemnification. You agree to indemnify and hold us and the Card Organizations and any third parties engaged to provide the Services described within this Service Description, harmless from and against all Losses: a. Resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; b. Arising out of your or your employees', agents', or third parties' negligence or willful misconduct, in connection with this Agreement, Card transactions or otherwise arising from your or Your Customer's provision of goods and services to Cardholders; c. Arising out of your use or improper use of the Service; or d. Arising out of any third party indemnifications we are obligated to make because of your actions (including indemnification of any Card Organization or Issuer). e. Resulting from the unavailability of a PCI DSS Attestation of Compliance for the Service. 15. Waiver of jury trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 16. Compliance with laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by us, as we determines necessary, to facilitate our compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG ("Restricted Transactions") issued thereunder are prohibited from being processed through your Account or any relationship between you and the us. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account. You further acknowledge and agree that you will not use the Service for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control ("OFAC") or in connection with illegal activity of any kind. In the event we identify a suspected restricted transaction, we will provide you with prompt notice and may block or otherwise prevent or prohibit such transaction, we may close the Account or end the relationship, and we may seek any other remedies available to us under this Agreement or otherwise. 17. Limitations on liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN ADDITION TO THE LIMITATION OF LIABILITY SET FORTH IN THE AGREEMENT, OUR LIABILITY WITH RESPECT TO ANY DELAY IN PROCESSING TRANSACTIONS FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.3 OR 3.5 OF EXHIBIT A, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME. 18. Third party beneficiaries. Our respective Affiliates we use in providing the Service, including the Secure Capture Service and the Disbursement Messaging Service are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Persons to be third -party beneficiaries of this Agreement. 14 Faster Payments Service Description I Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 19. Survival. Expiration or termination of this Agreement will not terminate the obligations and rights of the parties under this Agreement, expressly including Sections 4, 5, 9 (f), 14, 15, 17, 18 and this 19. Your obligations to pay or reimburse us for any fees associated with transactions you have submitted to us will survive termination of this Agreement until paid -in -full and settled. 15 Faster Payments Service Description 1 Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Exhibit A Card Processing Addendum Preface: Cards present risks of Toss that are different than those with other payment systems. In using our Service, you should be aware that you are also accepting these risks. Visa U.S.A, Inc. ("Visa') MasterCard Worldwide ("MasterCard"), Pulse, NYCE, Star, and any other that may be added from time to time, are Card Organizations. Disbursement transactions are electronically transferred from banks (in the case of Visa and MasterCard transactions) or Card Organization Acquirers that acquire them from entities such as yourself (these banks and Card Organization acquirers are referred to as "Acquirers") through the appropriate Card Organization, to the Issuers. In order to speed up the payment process, the funds are transferred through the Card Organization to the Cardholder at approximately the same time as the disbursement request. Transactions are final and not retractable or reversible by you. Bank and Card Organizations may be able to make a request for reversal or adjustment on behalf of the Customer, however these requests may go unfulfilled and may incur fees. While we can attempt to reverse a transaction to the Issuer, we can only do so if the Issuer agrees to accept it. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions. It is the Customer's sole responsibility to make sure transactions are accurate because once presented, they become final. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations on occasion are subject to reversals and adjustments by Bank, card issuers, or Card Organizations. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. You are also bound by Card Organization Rules and applicable laws and regulations. We do not decide what transactions are reversed or charged back and we do not control the ultimate resolution of the Chargeback or Reversal. You will be responsible for all adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above). 16 Faster Payments Service Description !Revised August 13, 2021 Member FDIC DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F PART I: CARD SERVICES Card General Terms 1. Push to Card Services Subject to Card Organization Rules, Push to Card Services may be performed by us or our agents, including, without limitation, our respective Affiliates, including the provision of equipment and local support functions in connection with this Agreement. 2. Operating Procedures; Card Organization Rules and compliance You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 7. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the card Organization Rules. Card Organization Rules may be available on the web sites such as http://usa.visa.com/merchants/operations/op_reg ulations.html and http://mastercardmerchant.com. These links may change from time to time. The parties acknowledge that the Card Organization Rules give applicable Card Organizations certain rights to require termination or modification of this Agreement with respect to transactions involving the applicable Card Organization(s). The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement's applicability to transactions involving such other Cards. 17 Faster Payments Service Description Revised August 13, 2021 3. Settlement of Card transactions 3.1 We will only be required to settle Card transactions for Card types specified by us. Promptly after presentment of Customer Disbursement, we will initiate a transfer of the applicable settlement funds to Cardholder. 3.2 All funds in your Customer Funding Account are subject to, among other things, our right to deduct fees, our final audit, reversals and adjustments (including our related Losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions. You agree that we may debit or credit your Customer Funding Account for any deficiencies, overages, fees and pending reversals and adjustments and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from reversal/adjustment funds or other amounts due to you from us, or our respective Affiliates which are involved in providing the Service. You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals, guarantors or authorized signors, provided that we provide you reasonable notice of such issues and look first to the Customer Funding Account for any amounts which may be owed. 3.3 We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by you or any other Person. 3.4 In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default occur, we may, with reasonable prior notice and acting reasonably and in good faith, change processing or payment terms and/or suspend debits or credits of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 3.5 You acknowledge and agree that transfers to and from the Customer Funding Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Customer Funding Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual Wells Fargo account owned by you. DocuSign Envelope ID: 50DA8207-2CDO-4983-A4CA-DEA18797F97F 3.6 This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. Bankruptcy Code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such setoff, lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. 4. Fees; adjustments; collection of amounts due 4.1 In consideration of the Service provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement, all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing supplements or subsequent communications. 4.2 You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing. 4.3 The fees for the Service set forth in this Agreement may be adjusted to reflect increases or new fees imposed by us or Card Organizations. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by us or the applicable Card Organization or third party as specified in our notice to you. 4.4 We may also increase our fees or add new fees for the Service for any other reason at any time, though no more than once per year by notifying you in writing thirty (30) days prior to the effective date of any such change or addition. 4.5 You hereby authorize us to initiate credit and debit entries and adjustments to your Customer Funding Account for amounts due under this Agreement and under any agreements with us or our respective Affiliates for any products or services, as well as for any credit entries in error. 4.6 You agree to pay any fines imposed on us by any Card Organization resulting from Chargebacks/ Reversals and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 18 Faster Payments Service Description 1 Revised August 13, 2021 4.7 You agree to promptly and carefully review your reports and bank statements or other documents provided or made available to you (physically, electronically or otherwise provided by us or others) reflecting Card transaction activity, including, activity in your Customer Funding Account. If you believe any adjustments should be made with respect to your Customer Funding Account, you must notify us in writing within sixty (60) days after any debit or credit is, or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 4.8 If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our statement setting forth the amount due, then we may, in our sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) the per annum rate equal to Bank's then current prime rate plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4.9 Other debits. We may also debit your Customer Funding Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your transactional activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 2: • Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. • Transactions posted to your account in error. • Credit for Summary Adjustment not previously posted. • Credit for Chargeback/Reversal that posted to your account. • Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00. 5. Customer representations, warranties, and covenants 5.1 Without limiting any other warranties under the Agreement, you represent, warrant to and covenant with us, and with the submission of each Customer Disbursement reaffirm, that to the best of your knowledge, information and belief the following representations, warranties and/or covenants are true and correct: 5.1.1. Each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the Customer Disbursement or Credit Draft, and does not involve the use of a Card for any other purpose; 5.1.2. The amount of the Card transaction is not subject to any dispute, setoff or counterclaim; 19 Faster Payments Service Description 1 Revised August 13, 2021 5.1.3. With respect to each Card transaction, you have no knowledge or notice of any fact, circumstances or defense which would indicate that such Card transaction is fraudulent or not authorized by the related Cardholder; 5.1.4. Each Card transaction is made in accordance with these General Terms, Card Organization Rules and the Operating Procedures; 5.1.5. Each Customer Disbursement is free of any alteration not authorized by the related Cardholder; 5.1.6. You have not changed the nature of your business, Card processing practices, or types of products or services sold requiring a different Merchant Category Code ("MCC') under Card Organization Rules, in a way not previously disclosed to us; 5.1.7. The Card transaction is not a payment that violates federal, state or local law in any jurisdiction that may be applicable. 6. Confidentiality of Card information 6.1 Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of completing and settling Card transactions and resolving any Chargebacks/reversals, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F 6.2 You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Customer's business. Upon a bankruptcy, insolvency or failure of your business all Card transaction information must be returned to Bank or acceptable proof of the destruction of all Card transaction information must be provided to Bank. B. OPERATING PROCEDURES This part of the Agreement (through Section 7.7) describes the procedures and methods for submitting disbursement transactions and, responding to Chargebacks/reversals and other aspects of the operations of our services. The Operating Procedures contained in this part focus primarily on the MasterCard and Visa Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. They are designed to help you decrease your chargeback/reversal liability and train your employees. The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 7. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. 20 Faster Payments Service Description I Revised August 13, 2021 7. Data security THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. 7.1 Payment Card Industry Data Security Standards (PCI DSS). Visa and MasterCard aligned data security requirements to create a global standard for the protection of Cardholder data. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that store, process, or transmit payment card data must comply. PCI DSS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA's data security program and the Site Data Protection (SDP) program is MasterCard's data security program each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Customer Equipment (as defined below) where Cardholder data is processed, stored, or transmitted, including: All external connections into your Card Organization (i.e., employee remote access, third party access for processing, and maintenance). All connections to and from the Customer disbursement environment (i.e., connections for employee access or for devices such as firewalls, and routers); and • Any data repository outside of the Customer disbursement environment. For the purposes of this Section 7, "Customer Equipment" means any and all equipment you use in connection with Customer disbursement, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Third Party Providers or other Persons used by you. The Card Organizations or we may impose DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F fines or penalties, or restrict you from processing Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate the Service under this Agreement for any actual or suspected data security compromise. You agree that you will not submit any Customer Disbursement until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemed to have done so upon our receipt of your request or submission of any Customer Disbursement. You must comply with the data security requirements described in this Section 7.1, including without limitation, PCI DSS, SDP and LISP, DISC, and any additional Card Organization requirements applicable to payment applications and transactions. Detailed information about PCI DSS, can be found at the PCI DSS Counsel's website: www.pcisecuritystandards.org. Detailed information about Visa's CISP program can be found at Visa's LISP website: www.visa.com/cisp Detailed information about MasterCard's SDP program can be found at the MasterCard SDP website: www.mastercard.com/sdp 7.2 Data Security Requirements. You must comply with the data security requirements shown below: • You must install and maintain a secure Card Organization firewall to protect data across public Card Organizations. • You must protect stored data and data sent across Card Organizations using methods indicated in the PCI DSS. • You must use and regularly update anti-virus software and keep security patches up-to-date. • You must restrict access to data by business "need to know," assign a unique ID to each person with computer access to data and track access to data by unique ID. • You must not use vendor -supplied defaults for system passwords and other security parameters. • You must regularly test security systems and processes. • You must maintain a policy that addresses information security for employees and contractors. You must restrict physical access to Cardholder information. 21 Faster Payments Service Description 1 Revised August 13, 2021 • You may not transmit Cardholder account numbers to Cardholders for Internet transactions. • You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to a disbursement transaction. • You must destroy or purge all Media containing obsolete transaction data with Cardholder information. • You must keep all systems and Media containing Card account, Cardholder or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party. • For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format. You must use only services and Customer Equipment that have been certified as PCI DSS compliant by the Card Organizations. 7.3 Compliance Audits You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance, or that of your agents or Third Party Providers, with security procedures and these Operating Procedures. No more than one audit a year will be performed except upon reasonable cause to believe a lack of compliance may be present. Such audits will be upon reasonable prior notice and conducted in a manner designed to minimize disruption to your ongoing business operations. In any event, upon request, you shall provide us with copies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s). 7.4 Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately and in no event more than 24 hours after becoming aware of such activity. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 7.5 Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigation, including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Customer Equipment, and your Third Party Providers' procedures and records and issue a written report of its findings until such investigation is complete. This provision shall survive termination. 7.6 Third Party Providers. The data security standards set forth in this Section 7.6 also apply to your Third Party Providers. Before you engage any Third Party Provider, you must provide to us in writing (a) the Third Party Provider's legal name, (b) contact information, and (c) intended function. You acknowledge and agree that you will not use, or provide Cardholder data access to, any Third Party Provider until you receive our approval and, if required, confirmation of our registration of that Third Party Provider with applicable Card Organizations. You must ensure that you and Third Party Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Third Party Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as required by us or the Card Organization Rules) and registration of any Third Party Providers. Your use of the Service, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Third Party Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to us which will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, inactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Card Organizations. 7.7 Costs. If you or a Third Party Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysis or report, to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction information (together, "Compromised Data Events") and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related Losses and Issuer reimbursements imposed by the Card Organizations against us (together, "Data Compromise Losses"). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. If this application for business credit is denied you may obtain a written statement of the specific reasons for the denial. To obtain the statement, please contact your relationship manager within sixty (60) days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30) days of receiving your request. 22 Faster Payments Service Description 1 Revised August 13, 2021 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account Agreement means the applicable account agreement governing your Account. Acquirer means us in the case of MasterCard, Visa and certain debit networks that acquire Card sale transactions from customers such as yourself. Applicable Law is defined in section 3 of the Master Agreement. Bankruptcy Code means Title 11 of the United States Code, as amended from time to time. Business Day means every day except Saturday, Sunday, and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Card means a Credit Card and/or a Debit Card. Cardholder is the person whose name is embossed on a Card and any authorized user of such Card, including the person that has entered into an agreement establishing a Card account with an Issuer. Cardholder Data means detokenized payment card primary account numbers and associated cardholder data. Card Organization is any entity formed to administer and promote Cards, including without limitation MasterCard Worldwide ("MasterCard") and Visa U.S.A., Inc. ("Visa") and any applicable debit Card Organizations, including NYCE, Pulse and Star and for purposes of the Push to Card Service Description is limited to an entity that is available in the Push to Card Service and processes Customer Disbursement Transactions to Cards. Card Organization Rules means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association. Chargeback/Reversal is a Card transaction (or disputed portion) that is returned to us by the Issuer including reversal of Customer Disbursement Transactions. Credit means a refund or price adjustment given for a previous purchase transaction. Credit Card is a device bearing a valid Organization Mark of Visa or, MasterCard and authorizing the Cardholder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Customer Disbursement Transaction means a funds transfer transaction initiated by a Customer on its own behalf to Recipient's Card through the Push to Card Service. Customer Funding Account means a commercial deposit account established at Bank and funded by a Customer to fund its Customer Disbursement Transactions. Customer Request means a request for a Customer Disbursement Transaction submitted through Push to Card Channel and sending the Disbursement Information directly through the Push to Card Channel. Debit Card is a PIN Debit Card and/or a Non -PIN Debit Card. 23 Faster Payments Service Description 1 Revised August 13, 2021 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Disbursement Information means the following information in electronic format in a form approved by Card Organizations and/or Bank with respect to each Customer Disbursement Transaction: (1) the Instructions as set forth in the Service Description including the Addendum; and (2) any other minimum amount of information necessary in order to process a Customer Disbursement Transaction through the relevant Card Organization, as stated in the applicable Card Organization Rules. Disbursement Messaging Service means the technology owned exclusively by a Card Organization that provides secure financial messaging services to facilitate funds transfers by Bank from the Customer Funding Accounts through a Card Organization to Recipient's Card. Disbursement Recipient means a consumer or Small Business recipient of a payment with Zelle®. Governmental Authority means any federal, territorial, state or local governmental authority, quasi -governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing. Issuer is the financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a person. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, assessments, fines or expenses (including reasonable fees, disbursements of legal counsel and court fees). Marks means names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations. Master Agreement means the Master Agreement for Treasury Management Services. Magnetic Stripe is a stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information. Media means the documentation of monetary transactions (i.e., Customer Disbursement Transaction, Credit Drafts, computer printouts, etc.) Non -PIN Debit Card is a device with either a Visa or MasterCard Mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN. Operating Procedures means the information containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in Part B of this Exhibit A. PAN Truncation is a procedure by which a Cardholder's copy of a Credit Draft, or as required by applicable law, the Credit Draft that you retain, will only reflect the last four digits of the Card account number. Payment Instructions remittance information you send with a payment. PIN means a Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card is a device bearing the Marks of ATM Card Organizations (such as NYCE, Star) used at a customer location by means of a Cardholder -entered PIN in the customer PIN Pad. Signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit Card Organizations. PINIess Transaction means a Debit Card transaction that a customer submits to us for settlement/funding transactions with neither a PIN nor Signature. 24 Faster Payments Service Description I Revised August 13, 2021 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Point of Sale (POS) Terminal means a device placed in a customer location which is connected to the processor's system through telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with a processor. Prepaid Card means a prepaid card account established by a bank or other financial institution in the United States with an associated access device that is enabled for use through a Card Organization. Prohibited Categories means those categories of disbursements prohibited by a Card Organization and/or Bank, as provided or otherwise made available to you by Bank, which may be updated from time to time, and which shall in all cases include payday loans. Push to Card Channel means the application programming interface (API) designated and maintained by Bank for the Push to Card Service or any other channel designated and maintained by Bank for the Push to Card Service from time to time, the technical specifications and other details, which are provided to Customer. Push to Card Service means the secure financial messaging service made available to Customer through Bank under this Service Description. Recipient means an individual or entity designated by a Customer in order to receive funds through a Customer Disbursement Transaction. Recipient Account Information means a Recipient's name, Card number, and card expiration date. Representatives is defined in section 11(f) of the Master Agreement. Reserve Account is an account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. RTP Message means certain message types available through the RTP System. RTP Payment Order is an instruction to us in your name to send RTP Payments from your account. RTP Payments are eligible real time payments using the RTP System. RTP Rules means the RTP System rules, agreements, technical specification, standards and other requirements, and any other applicable laws and regulations governing the Service. RTP System means The Clearing House RTP® system. Small Business means a privately owned corporation, partnership or sole proprietorship that maintains an eligible deposit account with a Zelle Network® participant that is eligible to receive payments with Zelle® under the Zelle Network® rules. Submission means the process of sending Batch deposits for processing. This may be done electronically or by mail. Summary Adjustment means an adjustment to your Submission and / or Settlement Accounts in order to correct errors. Third Party Provider is any person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Token Information means the Payee's email address or U.S. mobile phone number you provide in the Payment Instructions. Transaction Data means cardholder information, dates, amounts, and other data from your transactions. Unregistered Payee Feature means an optional feature of Zelle® Disbursements through which we or Zelle® automatically send enrollment instructions to your intended Disbursement Recipients who are not enrolled with Zelle® at the time that you send us your Payment Instruction. 25 Faster Payments Service Description 1 Revised August 13, 2021 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Information Reporting and Image Delivery Service Description Treasury Management Services November 8, 2019 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Information Reporting and Image Delivery The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEOo) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Information Reporting and Image Delivery 1. Description of services. a. With this Service we make data regarding transactions and/or images of Items posted to or processed through your Accounts available to you in order to provide you with timely information on your Account activity. We refer to the data and images as "information." The information and reports you can access are described in the User Guide for the Service. If you elect to use the Cash Flow Analysis Service (described further in the User Guide for the Service), you may also manually populate external data you want to view through this Service. b. The methods we use to make information available to you (and we may remove or add methods from time to time) include without limitation BAI File Transfer, InfoFax fax/email, SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine -to - Machine, our CEO portal, and an Application Programming Interface ("API") through the Wells Fargo Gateway. c. The Master Agreement (which contains terms and conditions applicable to all services), i. Posted to or processed through the Account, ii. Cashed or collected by us or accepted for deposit to the Account, and iii Returned unpaid to the Account. 2 I November 8, 20191 Information Reporting and Image Delivery Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service. 2. Accuracy of Information. a. We will not verify the accuracy or completeness of: (i) information from other financial institutions, (ii) information you manually populate, or (iii) cash forecasting information. Forecasting information is not a guarantee of actual performance. b. Account balances and other information that reflect intraday activity on your Account may differ from the available balance as determined under our funds availability policy (as described in the Account Agreement) and by our internal risk parameters. 3. Software Sublicense. If a software license or sublicense is required for you to access the Service ("Software Sublicense"), we will make the terms of the Software Sublicense available to you as part of the set up process for the Service. You will be required to accept the Software Sublicense before being allowed to access the Service. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense. 4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement. Glossary Account means your account(s) with us used in connection with the Services. Account Agreement means the applicable account agreement governing the Account. ACH means automated clearing house. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Item is defined in the Account Agreement. Master Agreement means the Master Agreement for Treasury Management Services. 3 1 November 8, 20191 Information Reporting and Image Delivery Service Description DocuSign Envelope ID; 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Check Disbursements and Fraud Prevention Services Service Description Treasury Management Services ® 2020 Wells Fargo Bank, N.A. All rights reserved. Revised November 6, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 03 Introduction 04 Fraud Prevention and Related Services 04 Positive Pay 07 Reverse Positive Pay 09 Payment Authorization 09 Account Reconciliation Plan 10 Controlled Disbursement Account 13 Specialized Disbursements Services Page 2 of 25 Check Disbursements and Fraud Prevention Services Service Description 13 Centralized Disbursements Manager 19 Payable Through Draft 21 Third Party Drafts 25 Glossary DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: Fraud Prevention and Related Services • Positive Pay Service • Reverse Positive Pay Service • Payment Authorization Service • Account Reconciliation Plan Service • Controlled Disbursement Account Service Specialized Disbursement Services • Centralized Disbursements Manager Service • Payable Through Draft Service • Third Party Drafts Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Services), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account(s) that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). You agree to the terms and conditions governing the Services in which you have enrolled, as described in this Service Description and in the Service Documentation, which includes details of your enrolled Services. The separate documents comprising of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, the applicable terms for the Service in this Service Description and all Service Documentation. Page 3 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Fraud Prevention and Related Services: As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, including the Services below. Positive Pay Service 1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service. For purposes of this Positive Pay Service Description, "Check" refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required. a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section lb below: i. We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii. We will provide you with a report ("Exception Report") of each Check that does not match your Check Issue Data (an "Exception Check") (see section 4), iii. We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section lb, iv. We will pay or return each Exception Check (see section 5), and v. We separately review each "directly -presented Check" (see section 8). b. Service options. You may enroll an Account in one of two options of the Service: i. Perfect Presentment° Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Service. i. Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only. 2. Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through the communications channel, and at the place we specify no later than our Cutoff Time. You will not distribute any Check before you have included the Check in the Check Issue Data you have provided to us. In performing this Service: a. We will use only the Check Issue Data you provide to us, b. If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will not compare that Check against the Checks presented for payment on the Account until that date, and c. We will not accept Check Issue Data for Checks with an issue date more than forty-five (45) calendar days in the future. 3. Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11). Page 4 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Notifying you of Exception Items; providing images. When we identify an Exception Check through our electronic comparison, we notify you through the Exceptions Report. This report is available on our CEO portal. We will use reasonable efforts to provide an image of any Exception Check (including a Holdover Exception Check) to you, but we will have no liability if we are unable to do so before the Decision Deadline. a. Holdover Exception Checks. This subsection applies when you have enrolled your Controlled Disbursement Account in our Perfect Presentment Positive Pay Service. A "Holdover Exception Check" is an Exception Check we identify after we prepare and transmit the Exceptions Report to you. We will use our best efforts to notify you by calling you at the number we have on file for you. 5. Decision Deadline. You will make your pay or return decision based on the information about the serial number and amount of the Exception Check in the Exceptions Report, and if you use our Payee Validation Service (see section 7), on any payee information we provide to you. a. Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or return an Exception Check, we will follow your instructions (subject to section 11). You will use the same communications channel to instruct us that we used to notify you of the Exception Check, except that if we included the Exception Check on the Exception Report we post on the CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. b. No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline regarding an Exception Check, we will process the Check in accordance with your Default Option. If we are unable to obtain your instructions prior to the Decision Deadline regarding a Holdover Exception Check described in subsection 4(a) we will process the Holdover Exception Check in accordance with your Default Option. 6. Default Options. We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). a. "Return all." We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). b. "Pay all." We charge the Exception Check to your Account. This Default Option presents a higher risk of unauthorized checks being paid on your Account. If you elect this Default Option, you assume full liability for any losses resulting from counterfeit, altered or Checks otherwise not validly issued as described in section 9 below. 7. Payee Validation Service. a. Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we will do the following: i. On each Check that is greater than the Payee Validation Threshold, we electronically compare the payee's name on your check to your Check Issue Data. The "Payee Validation Threshold" is the dollar amount we choose above which we will perform the payee validation service. ii. If (1) there is a difference between the two names that is not within guidelines we establish, or (2) a notation or legend on the Check prevents the electronic comparison of the payee's name, we will include the Check as an Exception Check in your Exceptions Report. iii. If you notify us you have incurred a loss as a result of an unauthorized alteration of the payee's name, we will reimburse you for the face amount of any Check we pay under the Payee Validation Threshold except as provided below, provided that you notify us of your loss in writing within 3 years after the statement or Check is made available to you. Page 5 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F NOTE: When you enroll in our optional Payee Validation Service, you are charged a per -Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per -Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold. b. When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if: i. The Check is less than the Payee Validation Threshold, ii. The payee's name on the Check is handwritten instead of machine -printed, iii. You fail to include the payee's name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee's name manually to Check Issue Data you have previously provided to us. c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee's name if: i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee's name because: 1. The payee name in your Check Issue Data did not exactly match the payee name on the Check, or 2. You used customized zone formatting. 8. Directly -presented checks. A "directly -presented Check" is a Check we receive for deposit or cashing at our branch or through another depository channel that may present higher risk. The risk is we may be required to make proceeds from a directly -presented Check available before you can review and make a timely decision on the directly -presented Check identified as an Exception Check in our Exceptions Report. When your Check Issue Data on file with us does not include or match a directly -presented Check: a. if we receive the Check for deposit, we will take those steps as we, in our sole discretion, determine are commercially reasonable for the depository channel used, to review and accept the Check or refuse to accept the check, and b. if we receive the Check for cashing, we reserve the right to refuse to accept the Check. You may instruct us to exclude all directly -presented Checks from this process. In that case, each directly -presented Check will be considered a Matching Check, even if it is not included in your Check Issue Data on file with us at the time we receive it, and we will pay it without further inquiry. 9. Limitation of liability and indemnification. a. Liability limit. We will pay each Check you have authorized us to pay as described in this Service Description (including each Matching Check) and each Check you are considered to have authorized us to pay (including each Check we pay according to your Default Option) without performing any Check verification procedure other than those procedures described with this Service Description. We will have no liability for paying a Matching Check or an Exception Check you are considered to have approved if: i. There is an alteration in its serial number or amount, ii. It is counterfeit, bears a forged or unauthorized signature, or iii. It was otherwise not validly issued. b. Indemnification. Each Check that we pay according to this Service Description will be considered properly payable, and each Check that we return as provided in this Service Description will be considered not properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, you: i. Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our payment or return of a Check at your instruction or otherwise according to sections 5 or 8 of this Service Description, including a Check you issue before including it in your Check Issue Data, and Page 6 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F ii. Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us relating to the payment or return of any Check as provided in this Service Description. 10. Stop payment; cancel and void instructions; stale -dated Checks. a. You will not use this Service as a substitute for our stop payment service. You will follow our standard stop payment procedures described in the applicable Account Agreement if you wish to stop payment on a Check that was validly issued. You will use: i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and ii. A void instruction only to notify us that a Check included in your Check Issue Data has been destroyed and will not be re -issued. b. Using notations or legends on a Check is not an effective stop payment order or void instruction. We will not be liable for failing to follow your cancel or void instruction for any Check on which we have made final settlement. c. If you choose to use our "stale -dated" feature, we will return each Matching Check (other than a directly presented Check) that is dated past your specified stale -date, unless you instruct us to pay the Check. 11. Our right to return checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that: a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or b. There are insufficient collected and available funds in your Account to pay the Check. You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check. 12. Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services. Reverse Positive Pay Service 1. Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we provide to select customers, including customers that issue Drafts. The Reverse Positive Pay Service is required when you enroll in the Third Party Drafts or Payable Through Drafts Services. With this Service: a. You can detect fraudulent Checks by reviewing information we provide to you each Business Day about Checks that have posted to your Account from the prior Business Day ("Paid Items Report") (see section 2), b. You can request we edit Checks that have posted incorrectly to your Account, c. If you have elected our Teller Match Service, we may perform a positive pay verification of certain directly -presented Checks (see section 3) as we determine in our sole discretion from time to time, and d. You can instruct us to return unauthorized Checks. For purposes of this Reverse Positive Pay Service Description, a "Check" is a check, Draft or other paper instrument purportedly issued on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. 2. Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return. Page 7 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Teller match service. a. You may separately elect to have us perform a positive pay verification on certain directly -presented Checks, in which case the provisions in section 8 (Directly -presented Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. If you enroll in this Service option, you will provide the Check Issue Data for each Check to us before you issue the Check. b. With respect to a directly -presented Check, we will have no liability to you for not performing: i. Any positive pay verification, if we do not receive and have a reasonable amount of time to act on your Check Issue Data for the Check before we receive the directly -presented Check, or ii. Payee validation, if you fail to include the payee's name in your Check Issue Data for the directly - presented Check. 4. Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions by the Decision Deadline on any Business Day, we will pay each Check described in the Paid Items Report for that Business Day, unless you have already instructed us by effective stop payment order to return that Check unpaid. 5. Checks to be paid; liability limit and indemnification. a. We will pay each Check you are deemed to have authorized us to pay in accordance with this Service Description without performing any further review of such Check. We will have no responsibility whatsoever for paying such a Check even if its serial number or amount is altered, it is counterfeit, bears forged or unauthorized signature, or is not validly issued. You waive and release us from and agree to protect us against any Losses resulting from a claim that such a Check was not properly payable. b. We will have no liability if you instruct us to return a Check (including without limitation a Check that is counterfeit, not validly issued or altered) but your instruction does not reach us in a time and manner affording us a reasonable opportunity to return the Check before we pay, accept, certify, cash or otherwise become obligated to pay the Check as provided in the Uniform Commercial Code. c. You will promptly reimburse us for any loss we incur when we make the proceeds from a Check available in accordance with Reg CC prior to our receipt of your instructions regarding the Check. 6. Edit requests and return instructions. a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request. We will not accept edit requests with respect to any Checks that you attempt to communicate to us by any means other than the CEO portal. b. Return instructions. We reserve the right to decline your return instruction based on our evaluation of the return instruction. If your reason for returning a Check is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction. 7. Stop payment and our right to return Checks. Sections l0a and b (Stop payment and void instructions) and 11 (Our right to return Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. 8. Survival. Sections 3, 5, 6 and 7 will survive termination of Services. Page 8 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Payment Authorization Service NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay Services to prevent check fraud. You understand that the Payment Authorization Service does not provide the same level of protection as the Positive Pay Services. If you decide not to implement the Positive Pay Services, or you do not properly use it, you assume the risk of loss for unauthorized checks. 1. Description of service. With this Service you can set limits on paper Items that may be drawn on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero. 2. Available options. Option (on Product Enrollment Form) Action we will take We will automatically return unpaid Items drawn against the Account which are presented to us but exceed the "Maximum Check Amount Authorized" you provide us with. These Items are marked "Refer to Maker." Maximum Check Amount Authorized Maximum Check Cashing Amount We will refuse to cash checks drawn against the Account and presented to us through our branch network, if they exceed the "Maximum Check Cashing Amount" you specify. Maximum over the Counter Withdrawal Amount We will refuse withdrawal requests against the Account which are presented to us through our branch network, if they exceed the "Maximum over the Counter Withdrawal Amount" you specify. Checks to Individuals We will refuse to cash checks drawn against the Account which are presented to us through our branch network, and which are made payable to an individual. Account Reconciliation Plan (ARP) Service 1. Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile your Accounts. With this Service you can: a. Receive Account information reporting, based on the Service options you select, b. Store information about Items you issue on your Accounts, and c. Process the information in accordance with the Service options that you elect in the Set-up Form. Our User Guide for the Service details the Service options. 2. Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you will provide us with the Issued Check Information using the communication channel(s) you elect. For purposes of this Service Description, "Issued Check Information" is the issue date, serial number and dollar amount of each Item (as defined in the applicable Account Agreement) that you issue on your Account. If you elect our Deposit Location Reporting Service, you will provide us with a list of your location numbers and names and may amend the list from time to time by notifying us in writing. Page 9 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that: a. The Account Agreement governs the stop payment order, b. Each stop payment order is subject to our verification that the Item described in the stop payment order has not been paid, and c. This verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us. Controlled Disbursement Account Service 1. Description of Service; required Accounts. The Controlled Disbursement Account ("CDA") Service is available to select customers that qualify based on their credit and other considerations. With the CDA Service, you will establish and maintain: a. One or more demand deposit accounts with us (each, a "Funding Account"), b. One or more checking accounts with us linked to a Funding Account (each, a "Disbursement Account"), and c. The information reporting service specified by us ("Information Reporting Service"). Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Set-up Form for this Service. You will enroll each Disbursement Account in our Positive Pay Service. You will use each Disbursement Account solely to issue Checks, Drafts and electronic debits (each, a "Debit") in accordance with this Service Description. You will not issue any Debits on any Disbursement Account until we notify you that such Disbursement Account is operational. 2. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through the Information Reporting Service. The "Total Net Presentment" consists of the total dollar amount of: a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and b. Adjustments to the Disbursement Account reported on our CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the "Prior Day Funding Adjustments"). If the Total Net Presentment is not available to you through the Information Reporting Service by the Cutoff Time, we will have no liability, and you will estimate the Total Net Presentment. 3. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either: i. The Total Net Presentment or your estimate of the Total Net Presentment, and ii. The total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra -day composite report we make available to you. b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option: i. Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account, or ii. Return Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits). Page 10 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 4. Transfer of funds to Disbursement Account. Each Business Day, we will: a. Transfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day, and b. Advance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and the amount advanced by us will be reported on the CD Summary Report for the next Business Day as the Prior Day Funding Adjustments). 5. Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and collected funds in the Disbursement Account on which the Debit is drawn is not sufficient to cover the Debit at the time we make our payment decision. 6. Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on demand without setoff or counterclaim in good and collected funds the full amount of any advance we make pursuant to sections 3 and 4 plus our fees and costs incurred in connection with such advance. 7. Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security interest in, the following property and all proceeds thereof (collectively, the "Collateral") as security for the prompt satisfaction of the Obligations: a. Each Funding Account, each Disbursement Account, and all of your other accounts with us and our affiliates, and b. Any of your property now or at any time delivered, conveyed, transferred, assigned, pledged or paid to us in any manner whatsoever. Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law. 8. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service. You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks. You are aware that we offer an additional service known as "Payee Validation," which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses. Page 11 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 9. Liability and indemnification. In addition to the liability and indemnification provisions in the Master Agreement, we will not be liable for any Losses paid, suffered or incurred by you, and you will indemnify us from and hold us harmless against any Losses that we suffer or incur, arising directly or indirectly and relating to: a. Your performance or failure to perform your obligations in accordance with this Service Description, b. Us acting on any information you provide us in any Service Documentation or otherwise, c. If we return any Check unpaid because you have not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment, d. Our dishonor and return of any Debit unpaid if you issue the Debit before we notify you the Disbursement Account on which it was drawn is operational, e. Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross negligence or willful misconduct, f. If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our late return of that Debit and any presentment -related problem resulting from the failure of that Debit, g. Except as otherwise provided in the Positive Pay, Reverse Positive Pay, ARP, Payable -Through Draft or Third -Party Draft Service Descriptions, if we provide you with one or more of these Services, our payment of any Check or Draft for which there is an alteration in serial number or amount, is counterfeit, bears a forged or unauthorized signature, or is otherwise not validly issued, or h. The exercise of our rights or the performance of our obligations in accordance with this Service Description or the Positive Pay, Reverse Positive Pay, ARP, Payable -Through Draft or Third -Party Draft Service Descriptions, if we provide you with one or more of these Services. 10. Termination. In addition to our right to terminate this Service under the Master Agreement, we may terminate this Service and close the Funding Account and Disbursement Account immediately upon sending you written or oral notice (confirmed in writing) of such action if: a. You fail at any time to fund the Funding Account as required in this Service Description, b. A lawsuit or other proceeding is commenced by any federal or state agency alleging, or we receive an opinion of counsel, that this Service or any material term or condition of this Service Description violates any law or regulation, or c. You default in your obligations under the other Service Documentation or under any other agreement or instrument signed by you in our favor including without limitation any loan agreement or promissory note. Upon termination of this Service, you will, in accordance with our instructions, stop issuing Debits on the Disbursement Accounts, and we will close the Disbursement Accounts and stop processing Debits. You will continue to be liable for all Debits issued on the Disbursement Accounts prior to termination and for all Debits we are obligated to pay. 11. Survival. Sections 2 and 5 — 9 will survive the termination of this Service. Page 12 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Specialized Disbursements Services Centralized Disbursements Manager Service 1. Your relationship to clients. You have represented to us that you function as claims administrator, property manager, or accounts payable administrator with respect to your clients (each individually a "Client" and collectively, "Clients"), who may be (i) insurance companies or business organizations maintaining a program of self-insurance, (ii) owners of commercial real property, or (iii) other business organizations with a need for administrative services related to accounts payable and other disbursements. The services you provide to your Clients may include (without limitation) evaluation, resolution, and/or payment of claims or other types of accounts payable on behalf of your Clients, facilitating the funding of payments related to claims or other accounts payable, and reconciliation and reporting with regard to the payment process. 2. Centralized Disbursements Manager ("CDM") desktop. You will interact with our electronic system for operating the Service through our "CDM Desktop" function, which you will access through the applicable treasury management services internet portal maintained by us. 3. Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, you will establish and maintain with us, in your name and taxpayer identification number: (i) a zero -balance controlled disbursement account against which all checks you issue on behalf of your Clients will be drawn ("Disbursement Account"), (ii) a master account linked to the Disbursement Account for the purpose of funding payment of items presented against the Disbursement Account ("Master Funding Account"), (iii) at your option, one or more accounts linked to the Master Funding Account and associated with an individual Client for the purpose of funding disbursements for the benefit of such Client (each an "Individual Client Funding Account"), (iv) an account against which exception items that you instruct us to pay are to be temporarily posted ("Default Account"), and (v) one or more accounts to serve as recovery, refund or adjustment -related transactional accounts; alternative funding sources for payment of checks when the appropriate Individual Client Funding Account lacks adequate funds; or for electronic payment settlement (each, a "Recovery Account"). 4. Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client Funding Accounts in your name, each for the benefit of an individual Client, in a way that permits the Client's taxpayer identification number to be associated with the Account for tax reporting or other purposes. This type of Individual Client Funding Account is referred to herein as a "Beneficial Owner Account", and may be used for the broader purposes of receiving, holding, managing and/or disbursing Client funds. Beneficial Owner Accounts must be non-interest-bearing. For each Beneficial Owner Account that you open, you represent and warrant to us that you have valid and proper authorization from the applicable Client to open the Account for the benefit of such Client, and to receive, hold, manage and/or disburse funds in such Account. In no event will any Client be considered a party to, or a third party beneficiary of, this Service Description or the Master Agreement. 5. Client profiles. For each Client for which you make disbursements, you will establish and maintain through the CDM Desktop an electronic client profile (each a "Client Profile"). As part of each Client Profile, you will assign the applicable Client a unique alpha/numeric identifier (a "Client ID") no more than ten characters in length. We will electronically associate each Client ID with an Individual Client Funding Account to facilitate funding of disbursements from the proper funding source. Page 13 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 6. Client set-up forms. For each Individual Client Funding Account you open under the Service (including each Beneficial Owner Account), you will, prior to opening the Account, deliver to us a form (each a "Client Set-up Form") in a format approved by us, containing information about the Client for whose benefit Company is opening the Account, including, without limitation, the Client's name, physical address (including zip code, and country, if other than the United States), taxpayer identification number, and business type. If we determine at any time that we do not have a Client Set-up Form for a particular Account, you will upon our request promptly cause such a form to be prepared and forwarded to us. 7. Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you will, prior to opening the Account, deliver to us an original Internal Revenue Service Form W-9, "Request for Taxpayer Identification Number and Certification" (each a "W-9 Form") or Form W-8BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding" or other appropriate W-8 series form (each a "W-8 Form"), properly completed and executed by (i) the Client for whose benefit you are opening the Account, or (ii) if the Client lacks legal capacity to execute the W-9 Form or W-8 Form, by an individual whom the appropriate taxing authority and applicable law recognizes as being authorized to execute a W-9 Form or W-8 Form on the Clients behalf (an "Authorized Representative"). You represent and warrant that each W-9 Form or W-8 Form which you deliver to us in relation to an Account has been duly and lawfully executed by the Client for whose benefit the Account is opened or an Authorized Representative of such Client. If we determine at any time that we do not have a W-9 Form or W-8 Form for a particular Client, you will upon our request promptly cause such a form to be prepared and forwarded to us. 8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients ("CDM Checks") must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Description. You may not draw checks, or authorize the drawing or presentment of checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service. 9. CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic issue file (each an "Issue File"), which you must transmit to us in connection with the CDM's Check issuance. You must create and transmit each Issue File to us in compliance with our published standards for creation and transmission of issue files for use with the Service. You must include in each entry for a CDM Check listed in a particular Issue File (each an "Issue Record") the appropriate Client ID for the Client on whose behalf you issued the CDM Check. You agree that you will not mail, transmit, send, deliver or otherwise issue or distribute any CDM Check until you have properly transmitted to us an Issue File containing the corresponding Issue Record for that check. We will compile the information in each Issue File and incorporate that information in our cumulative CDM data base of issued and outstanding CDM Checks (the "Issue File Data Base"). Page 14 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 10. Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement Account, we will, as part of our Positive Pay Service, compare certain data fields on such item with certain information in the Issue File Data Base. If we identify the item as a CDM Check that matches a corresponding Issue Record in the Issue File Data Base (a "Matching Check"), we will ascertain the Client ID accompanying the Issue Record. To the extent that the Individual Client Funding Account associated with the Client ID contains sufficient collected and available funds to pay all Matching Checks presented on the same Business Day which are associated with the same Client ID, we will pay all such Matching Checks. We will cause the applicable Individual Client Funding Account to be debited, with the resulting credit made to the Master Funding Account. To the extent that the Individual Client Funding Account associated with the Client ID does not contain sufficient collected and available funds to pay all Matching Checks associated with such Client ID which are presented on the same Business Day, we may, in our sole discretion (i) return all such Matching Checks unpaid, unless specific alternative funding arrangements have been made between you and us in advance, or (ii) pay such Matching Checks and cause the applicable Individual Client Funding Account to be overdrawn in the amount of the shortfall. Any overdraft on an Individual Client Funding Account is immediately due and payable from you to us. 11. Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated with an Issue Record, but you nevertheless instructs us to pay the item, we will cause the item to be posted to the Default Account. For each item posted to the Default Account that causes the Default Account to become overdrawn, you will promptly provide us with instructions via CDM Desktop or in the form of an Issue Record incorporated in an Issue File, to repost the item to an Individual Client Funding Account. 12. Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more Recovery Accounts an aggregate balance of collected and available funds which equals or exceeds the aggregate amount of negative balances, if any, maintained in Individual Client Funding Accounts and the Default Account. Any positive balances maintained in any Individual Client Funding Accounts and/or the Default Account are expressly excluded from this calculation. We may return unpaid any CDM Checks presented for payment against the Disbursement Account during any period in which you fail to maintain the balance requirement set forth in this section 12. We may at any time, in our sole discretion, set off some or all of the balances in the Recovery Accounts against any negative balances in any Individual Client Funding Accounts or the Default Account. 13. Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be funded on either an "Issue Funding" basis or a "Presentment Funding" basis. You must identify the funding basis for each Client as part of the Client Profile for such Client. Once the funding basis for a particular Client has been established, you agree that it will not be changed without our written consent. a. Issue Funding Basis. If you are funding the Issue File fora particular Client on an Issue Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to our receipt of each Issue File from you that pertains to the Client. b. Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to presentment against the Disbursement Account of items related to the Client. 14. Funding method. You will fund each Individual Client Funding Account by using one of the funding methods set forth in this section 14. The process of funding by any of these funding methods will be governed by the Master Agreement, this Service Description and other Service Documentation. YOU WILL NOT, AT ANY TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term "Funding Day" has the meaning given to it in section 15. Page 15 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution ("Debit Account"). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Clients Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depository financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b. ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e-mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice. c. Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, Bank will transmit an automatic wire credit transfer funding notice, by e-mail and/or fax at your option, to Company and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the same day we transmit the funding notice. d. Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding method, prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate a drawdown wire from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause a drawdown wire to be automatically initiated and transmitted to the designated depository financial institution through the applicable channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if such day is not a Funding Day, then the drawdown wire will be initiated on the next Funding Day. You authorize us to create and transmit each drawdown wire, and represent and warrant to us that each drawdown wire created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the drawdown wire must be received in the applicable Individual Client Funding Account on the same day we initiate the drawdown wire. Page 16 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F e. Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the Debit Account is maintained with us. If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about such Client's Debit Account to enable us to generate an internal book transfer from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause an internal book transfer to be initiated from the Debit Account on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if Company is using a Presentment Funding Basis for the Client. However, that if that day is not a Funding Day, then the internal book transfer will be initiated on the next Funding Day. You authorize us to initiate and execute each such internal book transfer, and represent and warrant to us that each internal book transfer initiated using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the internal book transfer must be received in the applicable Individual Client Funding Account on the same day we initiate the internal book transfer. 15. Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding frequency options set forth in this section 15. Each day on which funding is to occur under a particular funding frequency option is hereinafter referred to as a "Funding Day." a. Daily funding. Under the "Daily Funding Frequency Option", funding will occur (i) each day that we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) each day on which one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. b. Weekly funding. Under the "Weekly Funding Frequency Option", funding will occur once a week, on the same day of the week as you select. c. Monthly funding. Under the "Monthly Funding Frequency Option", funding will occur one day each month, on either (i) the same numeric day of the month, or (ii) the first or last day of the month, as you select. d. Semi-monthly selected date funding. Under the "Semi -Monthly Funding Frequency Option", funding will occur twice each month, on the same two numeric days, as selected by you. e. P.A.L. funding. The "P.A.L. Funding Frequency Option" is only available for accounts you are funding on an Issue Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items accumulates within one or more Issue Files, with a dollar limit you specify. f. Threshold funding. The "Threshold Funding Frequency Option" is only available for accounts you are funding on a Presentment Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items is presented for payment in relation to a particular Client, with a dollar limit you specify. 16. Supplemental funding days. You may, at your option, establish one or more additional Funding Days that supplement the funding frequency options chosen for a particular Client under section 15 above. Each additional funding day may be designated as either a "Clean-up Date" or "End -of -Contract Date", depending on the purpose of the supplemental funding. Funding on each supplemental Funding Day will take place according to the Funding Basis and Funding Method previously selected for the applicable Client. 17. Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account or the Default Account, whether created by action of you or us, we may at any time, and without prior notice to you, set off the amount of such negative balance against funds on deposit in any Recovery Account or any other deposit account you maintain with us; provided, however, that we may not set off against any other Individual Client Funding Account. Page 17 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 18. Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in and lien on the Recovery Accounts, and all amounts from time to time on deposit in, or withdrawable from, the Recovery Accounts (the "Collateral"). Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law. 19. Account closure or debit block. We reserve the right to either close or place a debit block on any Individual Client Funding Account which, in our sole judgment, is subject to repeated overdrafts or overdrafts of an excessive amount, or in the event that the Client associated with such Account is subject to a bankruptcy proceeding or makes a general assignment for the benefit of creditors. 20. Business Associate Agreement. If you are an organization that performs any function or activity involving the use, transmission, or disclosure of individually identifiable health information, you and we must enter into a Business Associate Agreement (addressing certain requirements of Subtitle F of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in form and substance satisfactory to us. 21. Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times comply with all Applicable Laws governing the receipt, holding, management and/or disbursement of funds in any Beneficial Owner Account. 22. Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses which we suffer or incur as a result of or in connection with (i) your failure to have proper authorization to act on behalf of any Client, (ii) any Client Set-up Form or related information you provide to us which is incomplete or erroneous, and (iii) your failure to comply with Applicable Laws governing the receipt, holding, management and/or disbursement of funds for the benefit of Clients. 23. Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit of such Client, or any of the funds therein, then absent the mutual written consent of both you and the Client to dispose of the Account and related funds, we reserve the right, in its sole discretion, to suspend all activity on that Account and to interplead the funds into court. Page 18 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 24. Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this Service Description, this Service Description and the Service will continue in effect until terminated by either party upon ninety (90) days prior written notice to the other party. We may terminate the Service following notice to you (i) if you breach any material provision of the Master Agreement or this Service Description and fail to cure the breach within fifteen (15) days after we give notice of the breach, or (ii) notwithstanding the foregoing, if you fail at any time to maintain the minimum balance in the Recovery Accounts required under section 12 of this Service Description. Termination of the Service will not affect your or our rights with respect to transactions which occurred before termination. 25. Survival. Sections 4, 10, 12, 14,17- 19, 22- 24 will survive termination of the Services. Payable Through Draft Service 1. Description of Service. With this Service, we provide you with information about payable -through Drafts that are purportedly drawn on you and received by us so that you can determine if you will pay, edit or dishonor each Draft. 2. Requirements for Draft stock. You will ensure each Draft contains: a. The legend "PAYABLE THROUGH WELLS FARGO BANK, N.A. "; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not issue any Draft until we notify you that your Draft stock meets our specifications. 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur. 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO@ portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft. 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft. 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or dishonored (section 9 [Drafts to be dishonored]) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft. Page 19 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10, will be provisional and subject to revocation by: a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you. 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation. 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Drafts. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by: i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us, at any time before midnight of the first Business Day after the day we presented the Draft to you. To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction. 10. Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in this Service, you waive any rights to dishonor or issue an edit request with respect to any Draft we cash at our teller line. 11. Liability and Indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to: 1. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an "electronically -created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that: 1. The electronic image or electronic information of the electronically -created item is not derived from a paper check, 2. The person on whose account the electronically -created item is drawn did not authorize the issuance of the electronically -created item or to the payee stated on the item, and Page 20 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically -created item in such a way that the person is asked to make payment based on an item or check it has paid. "Electronically -created item" means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC. In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if: i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment -related problem resulting from: 1. The failure of any Draft to meet our draft specifications (section 2), or 2. Material appearing on the back of the Draft when it was issued by you including without limitation carbon blanks, blacked -out areas and printed or written text or numbers. 12. Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service. Third Party Drafts Service 1. Description of Service. You provide draft stock to your customers (each, a "third party") that issue third party drafts. With this Service, we will provide you with a controlled disbursement service for third party drafts. You will establish and maintain: a. One or more demand deposit accounts with us (each, a "Funding Account"), and b. One or more demand deposit accounts with us (each, a "Disbursement Account"), each of which is linked to a Funding Account and assigned to one of our controlled disbursement end points (each, an "End Point"). Page 21 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2. Requirements for Draft stock. You will ensure each Draft contains: a. The legend "PAYABLE THROUGH WFB, N.A.'; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not provide Draft stock to any third party until we notify you that your Draft stock meets our specifications. 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur. 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft. 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft. 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored (section 9) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft that is not timely returned by us. 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10 [Draft cashing], will be provisional and subject to revocation by: a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you. 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation. 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Draft. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. Page 22 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by: i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us at any time before midnight of the first Business Day after the day we presented the Draft to you. To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudlent transaction. 10. Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion. 11. Liability and indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to: i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an "electronically -created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that: 1. The electronic image or electronic information of the electronically -created item is not derived from a paper check, 2. The person on whose account the electronically -created item is drawn did not authorize the issuance of the electronically -created item or to the payee stated on the item, and 3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically -created item in such a way that the person is asked to make payment based on an item or check it has paid. "Electronically -created item" means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying Page 23 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC. In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c. Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if: i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment -related problem resulting from: 1. The failure of any Draft to meet our draft specifications (section 2), or 2. Material appearing on the back of the Draft when it was issued by you including without limitation carbon banks, blacked -out areas and printed or written text or numbers. 12. Anti -money laundering and sanctions controls. While this Service Description is in effect, you will: a. Be solely responsible for monitoring, interpreting and complying with all laws, regulations, judicial and administrative decisions, and executive orders that apply to you as a provider of accounts to your customers on which Drafts are issued, including the U.S. anti -money laundering and anti-terrorist financing ("AMC) and sanctions laws and regulations; b. Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S. AML laws and regulations, including but not limited to the USA PATRIOT Act ("PATRIOT Act"), and regulations promulgated by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury; c. Where you qualify under section 314(b) of the PATRIOT Act, maintain an effective notice with FinCEN evidencing your intent to engage in information sharing pursuant to section 314(b) of the PATRIOT Act; d. If subject to the PATRIOT Act, maintain policies and procedures that include a risk assessment of its products and services, designate a Board -approved AML Compliance Officer responsible for overseeing the components of the AML Program, and include processes for training, monitoring of Drafts, recordkeeping and reporting; e. Provide copies of your policies, procedures and practices designed to comply with this section 12, as we may request from time to time; and (b) upon our request and sole expense, allow us, or our designee, to make such on-site visits to you as we deem necessary or appropriate to review your policies, procedures and practices designed to comply with this section 12; and f. Work with us in good faith to minimize the number of on-site visits and to limit the impact of the on-site visits on your business. 13. Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service. Page 24 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have elected the Payee Validation service option under the Positive Pay Service, Check Issue Data also includes the payee's name. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you must choose to pay or return each Exception Check, and (ii) for the Reverse Positive Pay Service, the time we establish by which you must choose to edit or return each Check on the Paid Items Report. Draft means each payable -through draft or third party draft we present to you in accordance with this Service Description and includes an Unauthorized Draft. Item has the meaning given in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us. Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates pursuant to the terms of this Service Description, including any advances we make to the Funding Account pursuant to Section 3 of the Controlled Disbursements Service Description and any advances we make to the Disbursement Account pursuant to Section 4 of the Controlled Disbursements Service Description. Representatives is defined in section 11(f) of the Master Agreement. Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with a forged or other unauthorized signature, or a forged, unauthorized, incorrect or illegible endorsement. Page 25 of 25 Check Disbursements and Fraud Prevention Services Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F CHECK CASHING SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") check cashing service ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Bank's Service. Bank's Service enables Company to have Bank and Bank's affiliates (each an "Affiliate" and unless otherwise specified, along with Bank, collectively "Bank") cash checks drawn on Company's accounts held at other banks. 2.1. Company's Request to Cash Checks. Company requests Bank cash checks each of which: (a) has a face amount equal to or less than the amount separately agreed to by Company and Bank in the Setup Form for the Service ("Setup Form"); (b) purports to be drawn by Company on an account identified on the Setup Form for the Service (each an "Account" and collectively "Accounts") at a drawee bank identified on the Setup Form ("Drawee") (each such check a "Check") whether actually issued by Company or not; and (c) is presented in person by the payee at an office of Bank. 2.2. Check Cashing Procedures. Company authorizes Bank to cash any Check that it does not have actual knowledge bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable so long as Bank has followed its then current check cashing procedures in connection with the cashing of the Check. Bank reserves the right to require Company to consult with Bank with respect to any information concerning Bank that is printed on Company's check stock. COMPANY UNDERSTANDS THIS SERVICE IS NOT AVAILABLE AT CERTAIN AFFILIATES OR BANK BRANCHES LOCATED IN CERTAIN STATES AS SEPARATELY DISCLOSED TO COMPANY. TM -2250 Check Cashing Service Description Page 1 of 2 Revised 09-10-2014 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 3. Fees. Company agrees to pay Bank a periodic fee for the Service, which fee will be charged whether any Check is cashed during a period and may be changed by Bank from time to time upon prior written notification to Company, in accordance with the Service Documentation. In addition, a per -check check cashing fee may apply. Company agrees to inform its payees in writing that a per -check check cashing fee may apply. 4. Termination of Service. In addition to the termination provisions contained in the Master Agreement, Bank may immediately and without prior notice terminate the Service whenever it has any basis to believe that there will not be sufficient available funds in the Account to pay a Check when presented. The provisions of this Service Description and the other Service Documentation will continue in effect with respect to all Checks cashed by Bank prior to termination of the Service. 5. Company's Guarantee of Payment and Obligation of Reimbursement. 5.1. Guarantee of Check Payment. Company unconditionally guarantees payment of all Checks even though at the time any particular Check is presented for payment (a) the endorsement of the named payee is unauthorized; (b) the Check was not drawn, issued or authorized by Company; (c) the Drawee has received a valid stop payment order regarding the Check; (d) Company does not have sufficient funds in the Account to cover the Check; (e) the Account has been closed or the Drawee is prohibited from paying Checks drawn against the Account; or (f) the Drawee has knowledge that the Check bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable. 5.2. Obligation of Reimbursement. If a Check is dishonored or if Bank is obligated to reimburse the Drawee or a collecting bank with respect to a Check, upon written demand accompanied by evidence of such dishonor or reimbursement, Company agrees to promptly reimburse Bank for all resulting loss. Company waives presentment and other notice of dishonor. In addition, Bank has the right to debit or chargeback any account of Company at Bank for any such loss. 6. Bank's Limitation of Liability and Company's Agreement to Indemnify Bank. Bank will have no liability including liability for any consequential, special, punitive or indirect loss or damage which Company, a payee, the Drawee, a collecting bank or any other person may incur or suffer in connection with a Check. Company will indemnify, defend, and save harmless Bank, and each of its directors, officers, employees, and agents (collectively in this section, "Indemnified Persons") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to the cashing of any Check by Bank in accordance with this Service Description and/or the breach of any material obligation of Company hereunder. 7. Survival. Sections 4, 5 and 6 of this Service Description survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM -2250 Check Cashing Service Description Revised 09-10-2014 Page 2 of 2 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS FARGO Automated Payables Service Description Treasury Management Services 0 2020 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: • Payment Manager • Invoice Manager • Bill Manager The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services Payment Manager 1. Description of Service. a. Payment Manager° service. With the Payment Manager® Service, you can send a Payment File to us directly from your treasury workstation, Enterprise Resource Planning (ERP) system, or other accounts payable system. Based on your Payment File, we generate (a) payments to your Payees from your Account, and (b) remittance data regarding each payment. Payment types include ACH, SEPA or other similar automated transfer, wire transfer, check, Disbursements with ZeUe®, and certain cards. We may add, modify or eliminate a payment type at any time. The payments are governed by the Service Documentation applicable to the payment type(s) you use. In the event of a conflict between the Service Documentation that applies to the payment type and this Service Description, the Service Documentation that applies to the payment type will control. Payment Manager PlusSM enhanced remittance service. With Payment Manager PIusSM, we use the delivery channel to which you and we separately agree to make Remittance Documents available to each of your Payees. i. Remittance Document. A Remittance Document may be sent to a Payee via fax, email, secure document delivery and print and mail. You acknowledge that documents sent by fax or unencrypted email are not secure. A Remittance Document will conclusively be deemed to have been received by the Payee when we make it available. We will not confirm receipt of or be liable for corruption or loss of data in a Remittance Document after we make it available. b. Page 2 of 12 Automated Payables Service Description I Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2. Payment File transmission. You will prepare each Payment File and deliver it to us in accordance with the User Guides for the Service we separately make available to you. You will only use the Transmission Protocol to which you and we separately agree. You may use the CEO portal to upload Payment Files (within our applicable size limit). You agree to use the applicable Security Procedure when you send us Payment Files. You may deliver Payment Files to us, and we will acknowledge receipt of Payment Files, twenty-four hours a day, seven days a week. 3. Payment File processing. Each Business Day we will process Payment Files and make payments only according to the processing schedule we separately make available to you. 4. Payment File validation. We will inspect each Payment File we receive to confirm its format meets the requirements in the User Guide. Our inspection will not detect erroneous or missing information or unauthorized payments. 5. Incomplete, rejected Payment Files. If a Payment File is missing a required data field for a payment described in it or if we have identified other errors that prevent us from processing the Payment File, we may, without liability to you, reject the entire Payment File. 6. Positive Pay Service. If you enroll in this Service and issue checks through Payment Manager, we strongly recommend that you enroll in our Positive Pay Service. On the Business Day we print a check through the Payment Manager Service, we will update your check issue data to include such checks, in accordance with the Positive Pay Service options you have enrolled in. 7. Payment and delivery preferences. If you elect to make our Payment and Delivery Service available to your Payees, we will securely store Payee bank account and routing information provided by your Payees. We will have no liability to you if a person we reasonably believe is authorized to act on your or a Payee's behalf (a) provides inaccurate Payee information to us, or (b) is not actually authorized to act on your or the Payee's behalf. You will promptly notify us if you receive information indicating a scheduled payment may have been misdirected. We offer three options for a Payee to provide this information to us: a. Non -verified. With this option, a Payee uses an online self -enrollment portal to provide us with their bank account and routing information. We do not verify any of this information and will have no liability to you or the Payee if any of this information is incorrect. b. Supplier analysis and onboarding. By using our Supplier Analysis and Onboarding Service as described in the Wells Fargo Supplier Analysis & Onboarding Commercial Card Conversion Service Description. c. Electronic document delivery. With our Electronic Document Delivery ("EDD") service, you provide Payee contact information to us via file transmission. Payee contact information may include Payee account information. We will not verify any of this contact information and will have no liability to you or the Payee if any of this contact information including any Payee account information is incorrect. We use this information to populate a Payee database that you will use to originate ACH template payments. By transmitting the file to us, you certify that the Payee information in it is correct and complete. 8. Record retention. You will keep a copy of a Payment File for 30 days from the date you send it to us. We will retain a copy of each Remittance Document for 120 days from the date it is first sent to a Payee. 9. Survival. Sections 1(a), 5, 7 and 8 of this Service Description will survive the termination of Services. Invoice Manager 1. Description of Service. With this Service, you can receive, validate, and approve Invoices for payment. You may direct invoices to the Service in either paper, email, or electronic format. We will capture data from your paper or emailed Page 3 of 12 Automated Payables Service Description I Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Invoices based on your Business Rules. We can match Invoices against PO or receipt data. You will receive an approved invoice file containing information regarding your processed Invoices. 2. Third -party service provider. We may use a TSP in providing the Service to you. We may change or add a TSP at any time. You agree that we have the right to provide information about you and your use of the Service to the TSP. 3. Paper Invoice capture. If you enroll in our Invoice paper capture service, you can direct paper Invoices to a U.S. Postal Service P.O. Box and email Invoices to a unique email address. Subject to section 8, (a) we will scan and capture a standard set of data from each Invoice, and (b) we can also capture PO line item data. 4. Electronic Invoice capture and supplier enablement. With our supplier enablement service, you provide supplier contact information to us. We use this information to contact Suppliers about enrolling in our supplier network. Enrolled Suppliers can submit electronic Invoices to you via online manual entry, file upload, PO -Flip, or electronic file submission. If you send an invoice status file to the Service, Suppliers can view payment remittance information on the supplier network user interface. 5. Purchase order match. With this Service, you can send us a file containing PO and receipt information, and we will attempt to match incoming Invoices to the POs and receipts based upon your Business Rules. We will confirm that (a) an Invoice is being applied against the correct PO, (b) the amount Invoiced is correct, and (c) the goods and services as referenced in the PO have been received. 6. Payment discounts. If you elect to use our dynamic discounting option, you can apply payment discounts to Invoice payments, including: a. Auto -slope discount. With this option, you can apply a pro -rated discount on an Invoice containing early payment discount terms once the term dates have passed. The Invoice payment amount automatically adjusts based on the original payment terms and the actual payment date, and b. Early pay. With this option, you can offer a Supplier that enrolls in the supplier network an early pay discount based on the payment date and terms that you approve. 7. Record retention. We will retain Invoices images, data, and history for 18 months after receipt, unless you enroll in the Invoice archive service option. All paper Invoices that we receive through this Service will be retained for the time period we separately disclose to you, unless otherwise agreed. You can also elect to receive your archived Invoice data via a flash drive. 8. Liability. Invoices provided to us through the Service are not the official record of your Invoices. You are responsible for keeping your own records of your Invoices processed through the Service. We are not responsible for Invoices that are lost, damaged or destroyed. We are not responsible for the accuracy of and will not verify Invoice information we receive from your Suppliers and provide to you through the Service. Neither we nor the TSP shall be liable for any loss or damage arising out of the inaccuracy of the information or data provided by you via the Service. This section will survive the termination of the Service. Payables Reconcilement 1. Description of Service. With this Service, we make information regarding payment transactions processed through your Account(s) available to you in a single, consolidated electronic file ("File") on the first Business Day after they post to your Account(s). The information we make available and the File specifications are described in the User Guide for the Service. The methods we use to make information available to you include without limitation BAI File Transfer and ISO 20022 XML transmission. We reserve the right to modify the File specifications or remove or add to the methods we use to make information available to you from time to time upon notice. Page 4 of 12 Automated Payables Service Description 1 Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Bill Manager 1. Description of Service. You may access both the Payables Service and the Receivables Service through our CEO portal. a. Payables Service. You may send Bill Payments to your Payees from your Payables Account. b. Receivables Service. You may send Bills to your Customers and initiate Receivables Payments from them. We will credit the Receivables Payments to your Receivables Account. c. Third -Party Service Provider. We may use a TSP in providing the Service to you, including Bill.com. We may change or add a TSP at any time. You agree that we have the right to, and when you enroll in the Service you direct us to, provide information and documentation about you and your use of the Service to Bill.com or another TSP, including without limitation your name, address, taxpayer identification number and related forms or documents, entity organizational documents (such as articles or certificate of incorporation/formation/organization), bank account information (including with respect to the Payables Account and Receivables Account) and Authorized Users. Bill.com is a money services business and a licensed money transmitter, and the provider of money transmission services for the Service. Additional information on Bill.com's licenses is available at https://app.bill.com/licenses. Bill.com (or any successor TSP) is a third -party beneficiary of Sections 2 - 19 of this Service Description. 2. Payables Service. a. Bill Payments. You may make a Bill Payment using the CEO portal. You agree to use the applicable Security Procedure when you make a Bill Payment. We or the TSP may send the payment electronically or by mailing a check to your Payee. We or the TSP may update the Payee's address and data, including bank routing information and account information, to match the account number, data or format required by the Payee's bank. We or the TSP will try to inform you of any returned Bill Payment and to provide you with a choice to void the Bill Payment and credit your Payables Account or to attempt to resend the payment to the Payee. If you dont provide us with instructions on what to do, you authorize us or the TSP to void the Bill Payment and credit your Payables Account. Neither we nor the TSP will be liable for any returned or resent Bill Payment. b. Payment Date. We or the TSP will make the Bill Payments only on Business Days in accordance with the processing schedule made available to you separately online. You are responsible for making sure there is sufficient time for your Bill Payment to be paid by the appropriate due date. Where we use a TSP, if you invite a Payee to set up a Bill.com Network account, it may take several days to complete the verification process, and accordingly, any Bill Payments to your Payee may be delayed. You are solely responsible for all penalties, interest charges, and other late payment fees associated with Bill Payments delivered after the due date. c. Your authorization for debit. You authorize us and the TSP to debit your Payables Account in increments or as a lump sum to make the Bill Payments. You also authorize us and the TSP to: (i) resend any ACH debits, to fund Bill Payments from your Payables Account, that are returned for insufficient or uncollected funds or for any other reason; and/or (ii) verify available funds in your Payables Account prior to resending any such ACH debits. You agree that your Payables Account will be enabled for ACH debits, and you agree to reimburse us and the TSP for all penalties and fees resulting from the rejection of an ACH debit relating to a Bill Payment (for insufficient funds or any other reason) or from your Payables Account not being enabled for ACH debits (such as the account being subject to an ACH debit block service). If a debit from your Payables Account is returned, we and the TSP may decline to make any additional Bill Payments or terminate your use of the Service. We also reserve the right to stop payment on any pending Bill Payments until the funding ACH debit is successfully paid. We and the TSP may make appropriate reports to credit reporting agencies, other financial institutions, tax agencies and law enforcement authorities, and we may cooperate with them in any resulting investigation or prosecution. We and the TSP also reserve the right to debit a Payee's account in the amount of any Bill Payment paid to the Payee on your behalf if the ACH debit from your Payables Account is returned because of insufficient funds or any other reason. d. Right to reject payment. We and the TSP reserve the right to decline a Bill Payment. If a Bill Payment is missing required information or if we or the TSP have found other errors that prevent us from processing a Bill Payment, we or the TSP may, without liability to you, reject the Bill Payment less the cost of applicable fees. We and the TSP Page 5 of 12 Automated Payables Service Description I Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F are not required to confirm or authenticate the Bill Payment. We and the TSP have no duty to you to monitor or verify any Bill Payment. If we or the TSP take any actions in an attempt to detect unauthorized or erroneous Bill Payments, we and the TSP are not liable for not taking steps to correctly perform such actions. You must have sufficient collected and available funds in your Payables Account to cover the Bill Payment. If there are insufficient collected and available funds to cover a Bill Payment, we or the TSP may decline to process the Bill Payment. We and the TSP will have no liability or responsibility resulting from the rejection of any Bill Payment pursuant to this paragraph, including without limitation for any fees or penalties for late payment. e. Cancellation, amendment, stop payment. You may request cancellation, amendment or modification of scheduled Bill Payments by following the directions within the Service. Once processing has begun, you cannot cancel, reschedule or modify a Bill Payment, but you may make a stop payment request. Our ability to process a stop payment request depends on the payment method and whether or not the payment has been processed or the check has cleared. Stop payment requests should be made through the Service. While we will try to accommodate stop payment requests, we and the TSP will not be liable if we cannot stop the payment. We may charge you for additional fees associated with a stop payment request. f. Errors and liability. We and the TSP will not be liable or responsible for verifying that the amount of any Bill Payment is correct. Neither we nor the TSP will have any liability relating to or be involved in any dispute between you and your Payee regarding any Bill Payment, including disputes related to the timeliness of the Bill Payment, the account to which the Bill Payment was sent, or any overpayment and/or underpayment. 3. Receivables Service. a. Receivables Payments. By using the Service, you authorize us or the TSP to collect Receivables Payments from your eligible Customers for deposit into your Receivables Account. We or the TSP may decide whether your Customers may be eligible to send payments to you, and we may evaluate the financial condition and creditworthiness of your Customers. We or the TSP may refuse to initiate or accept any Receivables Payment. You are responsible for the payment instructions provided for any Receivables Payment, including any required authorizations or consents. Neither we nor the TSP will be obligated to credit a Receivables Payment to your Receivables Account if funding for the payment is not received from your Customer for any reason. Neither we nor the TSP will verify the accuracy of Bills or your Customers' payment amounts. Your initiation of a Receivables Payment through the Service authorizes us and the TSP to initiate an ACH debit on your behalf against an account of your Customer. You agree your Receivables Account is enabled to receive Receivables Payments, and you agree to reimburse us or the TSP for all penalties and fees resulting from the rejection of an ACH credit relating to a Receivables Payment or to the Receivables Account not being properly configured to accept Receivables Payments. b. Provisional credit; returns and reversals. Any credit to your Receivables Account for a Receivables Payment is provisional until we or the TSP successfully collect the funds from your Customer. If we or the TSP do not receive the funds from your Customer, or if any Receivables Payment is subject to a return, reversal or correction, you authorize us and the TSP to: i. Debit your Receivables Account or any other Account for the amount of the Receivables Payment, and ii. Deduct the amount of such Receivables Payment from other payments to be credited to your Receivables Account, whether or not received from the same Customer. You will pay any shortfall remaining after any such debit or deduction. In some cases under Applicable Law, a Receivables Payment may be reversed up to several months after we receive it or may be invalidated. In that case, we or the TSP may debit the funds from your Receivables Account or deduct the amount from other payments to be credited to your Receivables Account as described above. You or your Customer are responsible for all penalties, interest charges, late payment fees and service fees associated with a failed Receivables Payment or any returned debits or credits. c. Your representations and warranties. Your represent and warrant to us and the TSP the following: i. You have: Page 6 of 12 Automated Payables Service Description! Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F - Obtained your Customer's authorization to debit the Customer's account for the Receivables Payment when you provide your Customer's bank account information to us or the TSP to debit, or Instructed us, or the TSP through a Bill.com Network invitation, to obtain your Customer's authorization for the Receivables Payment on your behalf, when you do not provide your Customer's bank account information to us or the TSP. ii. You will issue each Bill only as agreed and authorized under your contract with the Customer and/or for products or services provided to your Customer, and will keep each Bill for a minimum of one year from the date of the Bill, iii. The Receivables Payment amount will be the actual amount owed to you by your Customer under your agreement or for products or services, and iv. You have received a copy of Federal Reserve Board Regulation E and will comply with that regulation at all times when using the Service. 4. Other services. You may also have access to the following additional Service options: a. Bill indexing and document management. You may upload invoices, bills and other statements from your Payees to your Inbox. You should review your Inbox regularly, and you must designate each Inbox item as a new or existing bill or other document, and input details as required. b. Workflow. Within the Payables Service, you may record and approve bills. c. Sync. You may install software from the TSP that enables you to sync transactions processed through the Service with eligible accounting software programs. d. Invoice management, creation and import. You may send invoices to Customers by email, issue reminders to Customers and also track the status of invoices. You may create invoices by entering Customer name and other information, or you may import invoices from eligible accounting software programs. 5. Client Money Account. We may credit to the CMA that the TSP maintains with us the funds we receive by debiting your Payables Account for Bill Payments or the funds we receive from your Customers for Receivables Payments. You acknowledge and agree that: a. The funds will be held in the CMA by the TSP, as agent and custodian, for the purposes of sending and receiving funds on your behalf. Even though the funds will be held in an account owned by the TSP, the funds are held solely for your benefit (subject to Section 5.e. below) and, as between you and the TSP, you are the principal with respect to those funds. b. You appoint us as your agent to make and resolve any claims and enforce any rights on your behalf relating to your funds credited to the CMA. c. The TSP may commingle your funds with other funds similarly collected from or for the benefit of others. d. Your funds may become subject to garnishment, levy, subpoena and legal process served on us or the TSP, and to applicable escheatment laws. e. We or the TSP may deduct and apply amounts held for your benefit in the CMA as described in Section 3.b. above, and we may otherwise setoff against amounts held for your benefit in the CMA for any obligation you owe us, as allowed by Applicable Law. f. You have no right to directly access funds held in the CMA. 6. Authorized Users. Each Authorized User will have their own Credentials. You authorize us and the TSP to follow any payment instructions or approvals provided by an Authorized User, whether or not the payment instructions are authorized by you. You will be responsible for any loss that occurs from the disclosure of any Credentials to a person who is not an Authorized User. a. Super Users. A Super User is an Authorized User with elevated entitlements. There are two different types of Super Users, as described below. i. Administrator: An Administrator may perform administrative functions on your behalf, which may and can include the following functions: Page 7 of 12 Automated Payables Service Description 1 Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F - Setting up and terminating other Super Users or Collaborators, - Setting up and informing Authorized Users of any limits or restrictions on their use of the Service, and controlling and enforcing any such limits or restrictions, and - Immediately notifying us of any actual or suspected loss, theft or unauthorized use of the Service, or of any actual or suspected security breach. ii. Payer: A Payer has the authority to make payments on your behalf. b. Collaborators. A Collaborator does not have the same entitlements as a Super User, but may perform certain functions within the Service. A Collaborator may include a Bill Approver, Clerk, Accountant, or Auditor. 7. Transaction restrictions. For security and risk management reasons, we or the TSP may set and/or modify restrictions regarding your use of the Service. These restrictions are solely for the protection of us and the TSP. 8. License. We grant you a nonexclusive, limited and revocable right to use the Service and Products as described in this Service Description. You shall not use the Service or Products for any other purpose, and will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in Products to any third party. Except for the rights granted here, all rights and title to all Products, including any improvements, modifications, and derivative works, shall at all times remain with us or the TSP. Products constitute trade secrets, and you agree to maintain them as secret, confidential and proprietary. 9. Bill.com Network. Where we use Bill.com as a TSP, you become a member of the Bill.com Network. By becoming a member of the Bill.com Network, you agree not to dispute any payments made from your accounts to another member of the Bill.com Network, provided that the transactions correspond to the terms of the contract(s) between you and the other member. You represent that your designated Payables Account and Receivables Account are enabled for ACH debits initiated on behalf of other Bill.com Network members and are not subject to an ACH debit block service that will prevent such debits. If such an ACH debit is charged to your designated accounts and rejected for insufficient funds, you agree the charge may be processed again at any time within thirty (30) days. 10. Further agreements. You further agree as follows: a. You will at all times maintain enough funds in the Payables Account and Receivables Account to meet all payment obligations, including returns, reversals, and associated fees, and will add funds immediately if we or the TSP notify you that the funds in an Account are insufficient. b. You are responsible for verifying the accuracy of all information provided to us and the TSP, including payment instructions and other information related to Bill Payments and Receivables Payments, when using the Service. c. You will be bound by and comply with all applicable electronic funds transfer laws and regulations and funds transfer system and clearing house rules then in effect, including but not limited to the NACHA Rules and RPPS Rules. d. You agree to make the same representations and warranties, and agree to provide the same indemnities, to us or the TSP as we or the TSP must provide under the NACHA Rules, RPPS Rules or any other applicable funds transfer system or clearing house rules, for any transaction originated via the Service. 11. Disclaimer of Service warranties. You acknowledge that we and the TSP have not made any warranties to you relating to the Service. Your use of the Service is at your own risk. The Service is provided on an "as is" "where -is" and "where available" basis, and is subject to change at any time without notice. If you determine that the Service is not performing satisfactorily, your exclusive remedy shall be to stop using and terminate the Service. 12. Prohibited use of Service. The Service is not intended for the payment of employee payroll or reimbursement, alimony, child support, taxes or court -directed or government payments, or payments to settle securities transactions. We and the TSP are not, and will not be, a "business associate" of you for purposes of The Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and you will not send or transmit any Page 8 of 12 Automated Payables Service Description 1 Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F "Protected Health Information" (as defined in HIPAA) to us or the TSP through the Service. You represent and warrant that you will not use the Service for any purpose that is unlawful or is not permitted by the terms of the Service Documentation (including without limitation the two preceding sentences) or by any Applicable Law, including the sanctions laws administered by the Office of Foreign Assets Control. You further represent and warrant that you will not use the Service in any way that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service. 13. Data. Any information or data you submit through the Service may not have been reviewed by us or the TSP, or may be updated, adjusted, and corrected at any time by us or the TSP, and should not be relied upon by you. Any information or data you provide through the Service is not the official record of your accounts, and neither we nor the TSP shall be liable for any loss or damage arising out of the inaccuracy of the information or data provided by you via the Service. You are responsible for keeping your own records of your accounts and all transactions made through the Service, and you may not rely on us or the TSP to be your record keeper. 14. Inconsistency of name and account number. You must provide accurate information for both Bill Payments and Receivables Payments. We, the TSP, any intermediary bank, and any Payee or Customer bank may rely solely on the account number and/or bank routing or identification number provided for Payee or Customer in connection with any payment instructions, whether or not the name of Payee or Customer, or Payee's or Customer's bank, matches the account number and/or routing or identification number. You shall provide us or the TSP with such information as we or the TSP may request for any requested transaction, including without limitation, Payee or Customer and Payee's or Customer's bank account information and name and address. You are responsible for any loss resulting from any error in Payee's or Customer's account number or any routing or identification number for the Payee or Customer bank. 15. Termination. We reserve the right to terminate the Service immediately for any reason. 16. Limitation of liability. Neither we nor the TSP, nor our respective directors, officers, employees or agents will be liable to you for: a. Any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses or damages, or b. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 17. Arbitration agreement and class action waiver. Upon demand of either party, any controversy or claim arising out of or relating to this Service ("Dispute") must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in controversy is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in controversy of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law (as defined in the Master Agreement), and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies including setoff, or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. You and we agree that the resolution of any Dispute shall not be consolidated with other Disputes or treated as a class. Neither you nor we shall be entitled to join or consolidate Disputes by or against others in any arbitration, or to include in any arbitration any Dispute as a representative or Page 9 of 12 Automated Payables Service Description I Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. 18. Jury trial waiver. WE AND YOU EACH IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SERVICE DESCRIPTION. 19. Survival. Sections 3(c), 4, 5, 7, 10, 12, 13, 15, 16, 17, and 18, and the other terms of this Service Description that by their nature are intended to survive, will survive termination of the Service. Page 10 of 12 Automated Payables Service Description 1 Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Glossary ACH means the Automated Clearing House. Administratormeans an Authorized User who may perform administrative functions on your behalf. Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Authorized User means an individual (i) who you designate and authorize to act on your behalf in using the Service and to provide instruction to us or the TSP, and (ii) on whose behalf you accept the terms of this Service Description. Bill.com is Bill.com LLC, a TSP that we may use in connection with the Service. Bill.com Network means the network of entities or persons, including your Customers and Payees, who have enrolled directly with Bill.com and agreed to Bill.com's terms of service. Bill is an electronic communication we or the TSP send to your Customers on your behalf for payments they owe you for services or products you provide to your Customer. Bill Payment means a payment you initiate through the Service to be paid to your Payee. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Business Rules means the business rules for the Service that you and we separately agree to in writing. CMA means the client money deposit account maintained by the TSP with us. Collaborator means an Authorized User who does not have the same entitlements as a Super User, but may perform certain functions within the Service. Credentials means an Authorized User's identification, unique password, and unique security device. Customers are your customers or other persons who may make Receivables Payments to you through the Service from their U.S. deposit accounts. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Inbox means the electronic mailbox available within the Service where you may upload invoices, bills and other statements from your Payees. Invoice means an invoice for products or services from your Suppliers received through the Invoice Manager Service, in paper, Web entry or electronic format. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Page 11 of 12 Automated Payables Service Description I Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Master Agreement means the Master Agreement for Treasury Management Services. NACHA Rules means the National Automated Clearing House Association Operating Rules and any applicable local ACH rules. PO -Flip means data from your purchase order can be used to create an Invoice. Payables Account means the demand deposit account you have with us that you designate as the account from which we or the TSP will debit funds in order to make Bill Payments to your Payees. Payee means a third party to whom you make a payment through one of the Services in this Service Description. For purposes of the Bill Manager Service Description, "Payee" means entities or persons, including vendors and other service providers, with U.S. bank accounts, to whom you may make Bill Payments through the Bill Manager Service. Payment File means an electronic file you send to us containing multiple payment types and accompanying remittance information. Products are the software and related applications supplied by us or the TSP in connection with the Service. Receivables Account means the demand deposit account you have with us that you designate as the account to which we or the TSP will credit Receivables Payments received from Customers. Receivables Payment means a payment to you from your Customer collected through the Service. Remittance Document means a human -readable document describing the remittance data for a payment. RPPS Rules means the Mastercard RPPS® Operating Rules. Representatives is defined in section 11(f) of the Master Agreement. Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. Super User means an Authorized User with elevated entitlements. Supplier means your suppliers that send Invoices for products and services provided to you. Third -Party Service Provider or TSP is a third party that performs functions related to the processing of payments, including a "third -party service provider" as that term is defined in the NACHA Rules. Transmission Protocol means the various methods we offer to transmit a Payment File to and from us, as described in the applicable User Guide for the Service. Page 12 of 12 Automated Payables Service Description 1 Revised December 1, 2020 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLS Stagecoach Sweep® service description Treasury Management Services December, 2021 © 2021 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Table of contents 3 Introduction 3 Services 3 Wells Fargo Stagecoach Sweep® 2 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Introduction The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Customer under this Service Description. "Customer" is the Bank customer identified on the Acceptance of Services that is signed when Customer enrolls in the Service ("Acceptance"). The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Customer's acceptance of the Service Documentation), c. The Master Agreement for Treasury Management Services ("Master Agreement") (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") Customer uses in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which Customer is enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. Services Wells Fargo Stagecoach Sweep® 1. Description of services. The Service enables Customer to link each domestic demand deposit account Customer enrolls in the Service ("Account") to one of the options described in Section 3 (each, an "Investment Sweep Option"). Customer may also link Customer's Account to Customer's line of credit with Bank ("Credit Sweep Option"), as described in Section 5. At the end of each Business Day, funds are transferred automatically or "swept" from the Account in accordance with Customer's designation(s) in the Acceptance. The amount swept ("Transferable Balance") is the Collected Balance in the Account less the Target Collected Balance. The "Collected Balance" is the amount available for immediate withdrawal from the Account. The "Target Collected Balance" is the amount that Bank and Customer have agreed will be maintained in the Account. A "Business Day" is every day except Saturdays, Sundays, federal holidays and days when the New York Stock Exchange is closed. Customer may access its funds only through the Account(s) it has enrolled in the Service. Circumstances in which the entire Transferable Balance may not be invested are described in Section 4. Additional provisions pertaining to the Investment Sweep Options are set forth in Sections 6 through 10. 2. Authorization. Customer appoints Bank as its agent to act with respect to the Service and the Investment Sweep Option Customer has elected in the Acceptance. 3 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F 3. Investment Sweep Options. Bank offers the following Investment Sweep Options, each of which is subject to Section 4: a. Wells Fargo Stagecoach Sweep® Preferred Option. The Transferable Balance will be swept to an omnibus deposit account at Bank ("Preferred Option Account"). Funds belonging to multiple Bank customers are held in this omnibus deposit account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. b. Wells Fargo Stagecoach Sweep® Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep® Preferred Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance which is not swept to a Repurchase Agreement will be swept to the Preferred Option Account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. c. Wells Fargo Stagecoach Sweep® Repurchase Agreement Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. d. Wells Fargo Stagecoach Sweep®, Money Market Mutual Fund ("MMMF") Option. The Transferable Balance will be transferred to an omnibus deposit account at Bank. At the beginning of the next Business Day, the Transferable Balance will be transferred from the omnibus deposit account at Bank to an omnibus investment account in Bank's name at the custodian of the MMMF. MMMF shares belonging to multiple Bank customers are held in this investment account. Any portion of the Transferable Balance not swept to the MMMF will remain in the Account, and no dividends will accrue on it. If the Collected Balance in the Account on any Business Day is less than the Target Collected Balance, Bank will redeem a sufficient number of Customer's MMMF shares, as determined on the Business Day following the Business Day on which this shortfall occurs, to restore the Collected Balance to the Target Collected Balance. Purchases and redemptions of MMMF shares in connection with this Investment Sweep Option may occur only through deposits to or withdrawals from the Account. This option is available only to entities having a United States presence, as demonstrated by a U.S. mailing address in Bank's records for Customer. 4. Maximum Investment Amount; Transferable Balance not invested; earnings on Investment Sweep Option. a. Maximum Investment Amount. If Customer has designated a maximum amount for investment in Customer's Investment Sweep Option ("Maximum Investment Amount"), then the maximum amount invested for Customer on any given Business Day will equal the lesser of the Customer's Transferable Balance or Maximum Investment Amount. Any portion of Customer's Transferable Balance that is not invested pursuant to this Section 4a will remain in the Account and not earn interest. b. Transferable Balance not invested. Bank will exercise reasonable efforts to invest the entire Transferable Balance but reserves the right to invest less when Bank determines in its sole discretion that the entire Transferable Balance exceeds the amount Bank is able to invest for Customer in the ordinary course of business. Any Transferable Balance not invested pursuant to this Section 4b will be held in accordance with Customer's Investment Sweep Option. c. Earnings on Customer's Investment Sweep Option. Bank will handle any earnings on Customer's Investment Sweep Option in accordance with Customer's separate instructions to Bank. 4 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 5. Credit Sweep Option. At the end of each Business Day, the Transferable Balance will first be applied to the outstanding balance on the line of credit specified by Customer in the Acceptance ("LOC"). Any remaining funds will then be deemed to be the Transferable Balance with respect to the Investment Sweep Option that Customer may have also selected. If the Collected Balance is less than the Target Collected Balance, funds will be advanced from the LOC and credited to the Account. The application of payments to and advances from the LOC are governed by the documents governing the LOC as amended or replaced from time to time (collectively, "Loan Documentation"). Bank may terminate the Credit Sweep Option immediately without notice to Customer if an event of default occurs under the Loan Documentation. 6. Provisions Applicable To Each Investment Sweep Option. NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING A SWEEP OPTION OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE SERVICE DOCUMENTATION AND IF SUCH INFORMATION IS PROVIDED OR SUCH A REPRESENTATION IS MADE, IT MAY NOT BE RELIED UPON AS BEING AUTHORIZED BY BANK. 7. Additional Provisions Applicable to Wells Fargo Stagecoach Sweep® Preferred Option. a. Interest. Interest will accrue on Customer's Transferable Balance in Bank's Preferred Option Account at a variable rate determined by Bank from time to time in its sole discretion. Accrued interest will be credited to the Account as agreed by Customer and Bank. If Customer has elected to be paid interest on a monthly basis, pending any such payment, interest on Customer's accrued but unpaid interest will accrue and compound daily. For advance information about the interest rate on any given Business Day, Customer may contact its relationship manager at Bank. b. Statements. Bank will make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Customer may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. c. Bank fees. Bank reserves the right to assess a monthly deposit balance fee and a monthly recoupment fee on Customer's average daily Transferable Balance during the statement period. These fees are in addition to Bank's monthly maintenance fee. When Bank assesses the deposit balance fee or the recoupment fee, the amount of each fee will appear on the client analysis statement for Customer's account(s). For more information on the deposit balance fee and the recoupment fee, see Bank's Commercial Account Agreement. Bank reserves the right to change these fees at any time without notice. 8. Additional Provisions Applicable to Wells Fargo Stagecoach Sweep® Repurchase Agreement Option. INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OF IT, OR BY BANK, NOR IS BANK'S OBLIGATION TO REPURCHASE CUSTOMER'S FRACTIONAL INTEREST IN ANY SECURITIES ACQUIRED UNDER REPURCHASE AGREEMENTS. THE REPO SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE UNITED STATES GOVERNMENT BUT ANY SUCH GUARANTY DOES NOT FLOW TO CUSTOMER. ALL SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE. 5 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F THE RATE OF RETURN ON THE REPURCHASE AGREEMENT INVESTMENT IS NOT THE SAME AS THE RATE OF RETURN ON THE UNDERLYING GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO SATISFY BANK'S REPURCHASE OBLIGATIONS TO CUSTOMER. a. Purchases and sales. Subject to the limitations described in Section 8b, on each Business Day on which there is a Transferable Balance Bank will sell to Customer an interest ("Fractional Interest") in a pool of securities used by Bank as repurchase agreement collateral ("Repo Securities"), which will be described in a written confirmation to Customer (see Section 8g.). Each sale by Bank to Customer is a "Transaction". Subject to Section 8b regarding purchase increments, the price of Customer's Fractional Interest ("Purchase Price") will equal the Transferable Balance. The Fractional Interest equals a fraction having the Transferable Balance as its numerator and the market value of the Repo Securities owned by Bank on the purchase date as its denominator. At the beginning of the first Business Day following the sale to Customer of a Fractional Interest, Bank will repurchase that Fractional Interest from Customer at (a) the Purchase Price thereof, regardless of any fluctuation in the market value of the Repo Securities, payable immediately, plus (b) a rate of return equal to 1/360 of the Pricing Rate, payable at the time agreed by Customer and Bank. The "Pricing Rate" is a variable rate determined by Bank from time to time in its sole discretion and will be reflected in the confirmation sent to Customer. For advance information regarding the Pricing Rate on any given Business Day, Customer may contact its relationship manager at Bank. The Service will be governed by all applicable federal and state laws and regulations, including without limitation any requirements applicable to "public funds". Customer represents and warrants to Bank that Customer (i) is authorized pursuant to its governing documents and applicable law to enter into repurchase agreements; (ii) is authorized pursuant to its governing documents and applicable law to invest in the type of securities designated by Bank in connection with Customer's repurchase agreement transactions; and (iii) has obtained all necessary approvals required by its governing documents and applicable law, including but not limited to resolutions of Customer's governing body to enroll in this Repurchase Agreement option. b. Purchase increments. To avoid odd lot purchases of Repo Securities, Bank may require that Transferable Balances be used to purchase Customer's Fractional Interest in increments of $100 (with any unused Transferable Balance remaining in the Account). c. Holding of securities. On the date that Bank repurchases Customer's Fractional Interest, any Repo Securities designated to Customer as collateral will be released to Bank's account. Bank acts as Customer's agent and in the event of default (i.e., Bank failure), Customer has the right to direct Bank to sell the Repo Securities and apply the proceeds in satisfaction of Bank's obligations to Customer under this Repurchase Agreement Option. d. Right of substitution. Bank will not have any right of substitution with respect to the Repo Securities. e. Margin. Because all repurchase transactions under the Investment Sweep Option are overnight securities transactions backed by the federal government or federal agency securities in which Bank has an interest, Bank will not be required to maintain margin (instead, Customer will have the security interest described in Section 10b). In addition, because Customer will purchase its Fractional Interest from Bank using the Transferable Balance, and only if a Transferable Balance is available on any given Business Day to execute such transaction, Customer will not be required to maintain margin. 6 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F f. Pledge of securities. Although the Repo Securities may be guaranteed as to principal and interest by the federal government or by the issuing federal agency, any such guarantee runs only to Bank by virtue of its direct ownership of the Repo Securities and does not extend to Customer as a Fractional Interest holder. To collateralize Bank's repurchase obligation, a security interest in certain Repo Securities is transferred to Customer. This security interest is described in Section 10b. In addition, the market value of the Repo Securities may fluctuate rendering liquidation insufficient to fulfill the Bank's entire obligation to Customer in a default situation. If the liquidation value of the Repo Securities is insufficient for full reimbursement, or if another creditor successfully claims rights to the securities, then Customer will have to look to other assets of Bank as an unsecured general creditor for repayment of any uncovered portion of the repurchase obligation. g. Confirmations and statements. Bank will make a daily confirmation available to Customer showing Customer's principal sweep amount, purchase date, repurchase date, Fractional Interest, market price and the CUSIP number(s) of the Repo Securities, and accrued rate of return credited for the preceding Business Day. The confirmation, together with the Service Documentation, will constitute conclusive evidence of the terms agreed between Customer and Bank with respect to the transaction to which the confirmation relates, unless with respect to the confirmation specific objection is made promptly after receipt thereof. In the event of a conflict between a term of the confirmation and the Service Documentation, the confirmation will control. Bank will also make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period. h. Additional disclosures. i. Customer and Bank recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). ii. It is understood that either party's right to liquidate Repo Securities held for in connection with Transactions hereunder or to exercise any other remedies hereunder is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended iii. Customer and Bank agree and acknowledge that if a party hereto is an "insured depository institution," as such term is defined in the Federal Deposit Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a "qualified financial contract," as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). iv. In the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder. v. In the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder. vi. In the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. 9. Additional provisions applicable to Wells Fargo Stagecoach Sweep® Money Market Mutual Fund Option. MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE. 7 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F AN INVESTMENT IN A MMMF IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH MMMFS SEEK TO PRESERVE THE VALUE OF CUSTOMER'S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MMMF. FOR MORE INFORMATION REGARDING ALLSPRING FUNDS INCLUDING THE MMMF OPTION CUSTOMER SELECTED, OBTAIN A CURRENT PROSPECTUS BY CALLING 1-800-260-5969, OR BY VISITING www.allspringglobal.com. CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THIS AND OTHER INFORMATION ABOUT ALLSPRING FUNDS CAN BE FOUND IN A CURRENT PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE INVESTING. ALLSPRING FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF ALLSPRING GLOBAL INVESTMENTS HOLDINGS, LLC ("ALLSPRING GLOBAL"), PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR THE ALLSPRING FUNDS. OTHER SUBSIDIARIES OF ALLSPRING GLOBAL PROVIDE SUB -ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY ALLSPRING FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, A SUBSIDIARY OF ALLSPRING GLOBAL. a. General. If Customer has elected the MMMF Investment Sweep Option, then it acknowledges receiving a copy of the prospectus relating to MMMF shares that will be purchased using this Investment Sweep Option. This prospectus forms part of the Service Documentation and will control over the other Service Documentation with respect to the MMMF shares. b. Purchase of shares. Bank will transfer funds to purchase shares of the MMMF at their net asset value ("NAV") as determined on the Business Day following the transfer of Customer's Transferable Balance to the omnibus deposit account at Bank. Customer's shares of the MMMF ("Investment Balance") will be held in Bank's name, as agent on behalf of all of its customers invested in the MMMF, in an omnibus investment account at the custodian for the MMMF. Customer's funds held in the omnibus deposit account at Bank are eligible for FDIC insurance; Customer's Investment Balance is not FDIC insured. c. Statements. Bank will make a periodic statement available to Customer showing the Investment Balance and Customer's purchases and redemptions of MMMF shares during the statement period. Customer may also telephone Bank at its customer service number (1-800-289-3557) to determine the Investment Balance as of the close of the previous Business Day. d. Termination, suspension of Service. Customer's investment in the MMMF shares will be credited by Bank to the Account within three Business Days from Bank's (i) receipt of a notice from Customer to Bank terminating the Service or (ii) suspension of the Service, on the closing price of the Business Day on which Customer's MMMF shares are sold. Accrued dividends attributable to the period when the Investment Sweep Option was in effect will be paid no later than the fifth Business Day of the month following the last month that the Investment Sweep Option was in effect. e. Shareholder communications. All shareholder communications with respect to the MMMF will be forwarded to Customer's current address as shown on Bank's records. f. Dividend accruals. Daily dividend accruals are based on the Investment Balance at the end of each day. If Customer's Account is credited for a MMMF redemption on a day preceding a non -Business Day, the redemption amount will be subtracted from the Investment Balance before the non -Business Day dividend accruals are calculated. 10. FDIC disclosures. FDIC regulations require all insured depository institutions to disclose in writing to sweep account customers whether funds in a sweep account are deposits within the meaning of 12 U.S.C. 1813(1) and, if the funds are not deposits, the status such funds would have if the depository institution failed. 8 December, 2021 1 Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F a. Wells Fargo Stagecoach Sweep® Preferred Option. Funds held on Customer's behalf in Bank's Preferred Option Account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. b. Wells Fargo Stagecoach Sweep® Repurchase Agreement Option. Customer's Fractional Interest is not a deposit. The Repurchase Agreement Option meets the FDIC's requirements for a properly executed repurchase agreement. If Bank were to fail, Customer's funds used to purchase Customer's Fractional Interest would not be eligible for FDIC insurance. The FDIC would treat Customer as a secured creditor to the extent of the then -current value of Customer's Fractional Interest and as an unsecured general creditor to the extent the Purchase Price exceeded the then -current value of Customer's Fractional Interest. c. Wells Fargo Stagecoach Sweep® Money Market Mutual Fund Option. Funds held on Customer's behalf in the omnibus deposit account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. Customer's MMMF shares held in the omnibus investment account at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Customer is the owner of its MMMF shares. 9 December, 2021 I Stagecoach Sweep Service Description DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F EXHIBIT B Pricing Schedule that Reflects RFP Pricing DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F City of Hollywood Banking Service Volume and Cost Worksheet AFP Code Service Description Total Monthly Avg Provide Cost Comments and/or Notes 010000 010000 010020 010021 010100 010101 010310 ACCOUNT MAINTENANCE W/ CHK RETURN ACCT MAINTENANCE ZERO BALANCE MASTER ACCOUNT MAINTENANCE ZERO BALANCE MONTHLY BASE DEBITS POSTED DESKTOP DEPOSIT - DEPOSIT CREDITED DDA STATEMENT - PAPER Additional Services: CHECK DEPOSIT ADJUSTMENT 12 1 10.0000 120 10 10.0000 24 2 15.0000 72 6 10.0000 2,912 243 0.0500 18 2 0.3000 30 3 05 0000 05 0030 05 0030 05 0030 05 0100 05 0112 05 011R 05 011R 05 011E 05 031Z 05 0410 05 0530 05 0600 05 9999 05 9999 05 9999 10 0006 10 0015 10 001A 10 001A 10 001A 10 0040 10 0040 10 0040 10 0100 10 0100 10 0100 10 0111 10 0113 10 0199 10 0224 10 0225 10 0225 10 0225 10 0400 10 0401 10 0401 10 0402 10 0416 10 0416 LBX REMIT PROCESSED EXPRESS MAIL E -BOX MONTHLY MAINT (W/CROSS REF) E -BOX REPORTING PACKAGE MTHLY BASE E -BOX REVERSAL REPORTING MTHLY BASE LBX STANDARD CHECK PROCESSED LBX ROUGH SORT 5 OR LESS LBX WHOLESALE BASE LBX DOCUMENT SCANNED LBX POST OFFICE RETURNED MAIL LBX ONLINE TIR REPORT PER ITEM LBX PKG US MAIL DELIVERY LBX CORRESPONDENCE OR REJECTS LBX 7 YEAR IMAGE ARCHIVE E -BOX PAYMENT E -BOX PAYMENT RETURN E -BOX PAYMENT REVERSED 35 3 1.2500 12 1 100.0000 12 1 25.0000 12 1 5.0000 5,938 495 0.3000 5,938 495 0.0500 12 1 100.0000 48,765 4,064 0.0300 4,483 374 2.0000 789 66 935 78 3,607 301 0.3500 48,765 4,064 0.0150 60,689 5,057 0.0500 22 2 0.1500 14 1 0.1000 BRANCH DEPOSIT MISCELLANEOUS CREDITS POSTED BRANCH DEPOSIT POST VERIFY POST VERIFY CASH DEPOSITED POST VERIFY CASH DEPOSITED CASH ORDER FEE IN BRANCH ROLLED COIN FURNISHED BY BRANCH CURRENCY FURNISHED BY BRANCH CASH VAULT MONTHLY BASE CV CASH ONLY OR CHECK ONLY DEPOSIT CASH VAULT DEPOSIT CASH AND CHECK CASH VAULT DEP - NONSTD COIN BAG CASH VAULT DEP - STD COIN BAG CASH VAULT DEP - CURRENCY/COIN DEP DESKTOP DEPOSIT - DEPOSITED ITEM DEPOSITED CHECK RETAIL LOCKBOX - DEPOSITED CHECK WHOLESALE LOCKBOX - DEPOSITED CHECK RETURN ITEM - CHARGEBACK RETURN ITEM SPECIAL INSTRUCTIONS RETURN ITEM SPECIAL INST MTHLY BASE RETURN ITEM REDEPOSITED ONLINE RTN ITEM SUBSCRIPTION PER ACCT ONLINE RTN ITEM SUBSCRIPTION PER ITEM 4 0 1.5000 Branch Deposit Post Verify 509 42 0.5000 185 15 1.5000 52,685 4,390 0.0010 268,647 22,387 0.0010 12 1 2.5000 12 1 0.0800 1,257 105 0.0030 139 12 - This fee no longer exists 1,408 117 0.8000 Replaced with CASH VAULT DEPOSIT 355 30 0.8000 Replaced with CASH VAULT DEPOSIT 487 41 2.5000 125 10 1.5000 2,314,397 192,866 0.0004 35 3 0.0400 21,269 1,772 0.0700 55,643 4,637 0.0400 5,936 495 0.0400 141 12 2.5000 132 11 - 12 1 10.0000 62 5 2.5000 120 10 180 15 _ DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F AFP Service Description Code 10 0416 ONLINE RETURN ITEM RETRIEVAL - IMAGE 10 0416 ONLINE RETURN ITEM SERVICE MTHLY BASE 10 0501 CASH VAULT DEP - ADJUSTMENT 10 0520 CASH VAULT ADJ ADVICE - US MAIL 10 0610 DEPOSIT LOCATION REPORTING - ITEM 10 0701 CASH VAULT TRANS RECAP RPT - EMAIL Total 55 80 2 2 12,327 12 Monthly Avg 5 7 0 0 1,027 1 Provide Cost 6.0000 0.5000 0.0400 3.5000 Comments and/or Notes 15 0030 POSITIVE PAY ONLY MONTHLY BASE 15 0030 POSITIVE PAY MONTHLY BASE 15 0100 DDA CHECKS PAID 15 0120 POSITIVE PAY ONLY - ITEM 15 0122 PAYEE VALIDATION STANDARD -ITEM 15 0222 POSITIVE PAY EXCEPTION CHECKS RETND 15 0240 PYMT AUTH MAX CHECK MTHLY BASE 15 0240 CHECK CASHING THRESHOLD MO BASE 15 0240 OTC DEBIT BLOCK MONTHLY BASE 15 0240 CHECKS PAY TO INDIV BLOCK MO BASE 15 0310 POSITIVE PAY EXCEPTIONS - ITEM 15 0310 POS PAY CHECKS WITH NO ISSUE RECORD 15 0500 CHK CASHED FOR NONACCT HOLDER 15 0724 POSITIVE PAY EXCEPTION - ONLINE IMAGE 15 0810 PRINTING & SUPPLIES - VENDOR 15 1350 IFI MAINTENANCE PER PRODUCT 15 1352 ONLINE IMAGE VIEW < 90 DAYS - ITEM 15 1352 ONLINE IMAGE VIEW > 90 DAYS - ITEM 15 1354 IFI PAID CHECKS - IMAGE 15 9999 CHECKS RETURNED W/STATEMENT-ITEM Additional Services: MICR CHECK REJECTS >1% THROUGH 2% 36 36 11,951 1,141 10,276 26 60 48 48 24 54 34 21 54 128,252 12 881 207 10,294 70 3 3 996 95 856 2 5 4 4 2 5 3 2 5 10,688 1 73 17 858 6 15.0000 15.0000 0.0500 0.0200 0.0200 15.0000 2.0000 - Pass thru 40.0000 0.0400 20 0010 ARP MONTHLY BASE - FULL 20 0020 ARP MONTHLY BASE - PARTIAL 20 0100 OUTGOING TRANSMISSION - PER ITEM 20 0201 ONLINE CHECK ISSUES - ITEM 20 0201 ARP FULL RECON -ITEM 20 0301 ARP OUTPUT - TRANSMISSION 20 0306 ARP OPTIONAL REPORTS 20 0306 ONLINE ARP STMT & RPTS MONTHLY BASE 20 9999 ARP AGED ISSUE RECORDS ON FILE -ITEM 33 24 59,590 1,199 11,266 52 236 60 7,296 2 4,966 100 939 4 20 5 608 30.0000 20.0000 0.0300 5.0000 25 0000 25 0102 25 0102 25 0201 25 0202 25 0302 25 0302 25 0302 25 0312 25 0312 25 0400 25 0400 25 0501 25 0703 ACH MONTHLY BASE ACH FUTURE DATED ITEM ACH SAME DAY ELECTRONIC CREDITS POSTED ACH RECEIVED ITEM ACH RETURN ITEM - ELECTRONIC ACH RETURN ADMIN - ELECTRONIC ACH NOC - INFO REPORTING ADVICE ACH RETURN UNAUTHORIZED - ELECTRONIC ACH RETURN UNAUTHORIZED QUALITY FEE ACH ONLINE RETURN SUBSCRIPTION - ACCOUNT ACH ONLINE RETURN SUBSCRIPTION - ITEM ACH TRANSMISSION CHARGE ACH ONLINE SUBSCRIPTION - ACCOUNT 36 62,882 97 15,203 16,600 171 275 35 36 11 37 1,472 166 169 3 5,240 8 1,267 1,383 14 23 3 3 1 3 123 14 14 30.0000 0.0300 0.1500 0.1000 0.0100 1.0000 1.0000 1.5000 1.0000 5.0000 5.0000 DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F AFP Service Description Code 25 0703 25 1050 25 1050 25 1050 25 1053 25 1070 ACH ONLINE SUBSCRIPTION - ITEM ACH ONLINE FRAUD FILTER REVIEW MO BASE ACH ONLINE FRAUD FILTER STOP MTHLYBASE ACH BLOCK/FRAUD FILTER STOP BASE ACH ONLINE FRAUD FILTER REVIEW - ITEM ACH NOC - INFO REPT ADVIC Additional Services: ACH RECEIVED ADDENDA Total 34 90 14 16 29 149 Monthly Avg 3 8 1 1 2 12 Provide Cost 15.0000 15.0000 15.0000 2.0000 1.5000 Comments and/or Notes 30 0010 RECEIVABLES MANAGER MONTHLY BASE 30 0010 ONLINE EDI PMT DETAIL SUBSC MO BASE 30 0200 REC MGR OR EBOX TRANSMISSION 30 0225 ONLINE EDI PMT DETAIL - ITEM 30 0225 ONLINE EDI PMT DETAIL - ADDENDA ITEM 36 19 365 45,444 13,593 3 2 30 3,787 1,133 55.0000 5.0000 0.0200 0.0100 �nH 35 0100 WIRE OUT DOMESTIC ONLINE PORTAL 35 0120 WIRE BOOK TRANSFER ONLINE PORTAL 35 0300 WIRE IN TO USA ACCT - USA DOMESTIC 35 0300 WIRE IN DRAWDOWN RESPONSE - USA ACCT 35 0551 WIRE TEMPLATE STORAGE BASE 35 9999 WIRE BASE - VOICE 35 9999 WIRE PIN BASE 145 50 36 98 44 99 44 12 4 3 8 4 8 4 8.0000 6.0000 4.0000 3.0000 40 0002 BAI PREMIUM MONTHLY BASE 40 0003 DESKTOP DEPOSIT MONTHLY BASE 40 0003 ONLINE WIRE TRANSFER REPORT BASE 40 0052 ONLINE PREV DAY REPORTING SUBSCRIPTION 40 0055 ONLINE INTRADAY REPORTING SUBSCRIPTION 40 0221 BAI PREMIUM ITEM 40 022Z ONLINE ALERTS SERVICE - EMAIL 40 0231 DESKTOP DEPOSIT REPORT PER ITEM 40 023Z ELEC DEPOSIT - DISCRETIONARY DATA 40 0271 ONLINE PREV DAY REPORTING ITEMS LOADED 40 0274 ONLINE WIRE TRANSFER REPORT PER ITEM 40 0274 ONLINE INTRADAY REPORTING ITEMS RPTD 40 0340 ONLINE SEARCH 132 11 132 132 132 33,387 3,615 5 55,646 33,826 50 14,359 672 11 1 11 11 11 2,782 301 0 4,637 2,819 4 1,197 56 50.0000 30.0000 20.0000 20.0000 0.0400 0.0500 0.0100 0.0100 60 9999 DEPOSITED CHECK ON CANADIAN BANK Disclosures 10 1 3.0000 We are offering the City a 6 month waiver on all bank fees (approximately $33,000), as well as waiving recoupment for initial contract term (approximately $3,400 per month) and setup and implementation fees on all new services implemented within the first year of the new contract, including, but not limited to, Whotetail Lockbox and Payment Manager. We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing. Wells Fargo Bank, N.A. will pass through the Recoupment Fee line item, which is charged per $1,000 of average ledger balances. This fee is being waived for the initial term of the contract. Please note that we have not included pricing for the proposed new services at this time, in order to provide accurate pricing, it is necessary to have detailed discussions around each of these solutions. Services utilized but not included in this pricing proposal will be negotiated separately. It is the responsibility of the City of Hollywood to review their monthly analysis statements and notify their Wells Fargo Representative of any discrepancies on a timely basis. This document is a confidential pricing agreement between Wells Fargo Bank and the Client. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F EXHIBIT C City's RFP No. 4718 -22 -SS (dated March 9, 2022) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F CITY OF HOLLYWOOD RFP 4718 -22 -SS BANKING SERVICES TABLE OF CONTENTS SECTION I - INTRODUCTION 1.1 Purpose 1.2 Pre -Proposal Conference 1.3 BidSync 1.4 Point of Contact 1.5 Cone of Silence SECTION II - SPECIAL TERMS AND CONDITIONS 2.1 Addenda, Changes, and Interpretations 2.2 Changes and Alterations 2.3 Proposer's Costs 2.4 Pricing/Delivery 2.5 Price Validity 2.6 No Exclusive Contract 2.7 Responsive 2.8 Responsible 2.9 Minimum Qualifications 2.10 Award of Contract 2.11 Manufacturer/Brand/Model Specific Request 2.12 Contract Period 2.13 Warranties of Usage 2.14 Rules and Submittals of Proposals 2.15 Conflict of Interest Prohibited 2.16 Protest Procedure 2.17 Insurance Requirements 2.18 Uncontrollable Circumstances (Force Majeure) 2.19 Supplier Portal (Oracle) Payment Method 2.20 Debarred or Suspended Bidders or Proposers 2.21 Public Records 2.22 Scrutinized Company 2.23 Discriminatory Vendor List SECTION III - SCOPE OF WORK/SERVICES 3.1 Project Description 3.2 Minimum Criteria 3.3 Banking Services 3.4 Submission Requirements SECTION IV - EVALUATION SECTION V - FORM(S) Form 1 Submittal Checklist Form Form 2 Acknowledgement and Signature Page Form 4 Vendor Reference Form Form 5 Hold Harmless and Indemnity Clause Form 11 W-9 Form 12 Cost Worksheet Form 13 Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits Form 14 Independence Affidavit DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F SECTION I — INTRODUCTION 1.1 Purpose The City of Hollywood, Florida (City) is seeking responses from qualified and experienced banking institutions, hereinafter referred to as the Contractor or Proposer, to provide Banking Services for the City, in accordance with the terms, conditions, and specifications contained in this solicitation. Responses to this solicitation are due by April 7, 2022 at 3:00 PM EST. Submittals shall be received electronically through BidSync, and/or hard copy through the City Clerk located at the City of Hollywood, City Hall, 2600 Hollywood Blvd., Room 221, Hollywood, FL 33020. Hard copy submittals shall be sealed and labeled with the solicitation number, name and due date, and shall be submitted as one (1) original, five (5) copies and one (1) electronic copy on a USB drive. Submittals shall be considered an offer on the part of the bidder/proposer, which offer shall be deemed accepted upon approval of the City, and in case of default, the City reserves the right to accept or reject any or all bids/proposals, to waive irregularities and technicalities, and request new bids/proposals. The City also reserves the right to award any resulting agreement as it deems will best serve the interests of the city. 1.2 Pre -Proposal Conference and/or Site Visit (Non -Mandatory) There will not be a pre -proposal conference or site visit for this solicitation. It will be the sole responsibility of the Proposer to become familiar with the scope of the City's requirements prior to submitting a proposal. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, equipment, materials, and labor required. 1.3 BidSync The City of Hollywood uses BidSync (www.bidsync.com) to administer the competitive solicitation process, including but not limited to soliciting proposals, issuing addenda, posting results and issuing notification of an intended decision. The City shall not be responsible for a Proposer's inability to submit a proposal by the proposal end date and time for any reason, including issues arising from the use of BidSync. 1.4 Point of Contact For information concerning procedures for responding to this solicitation, contact the Point of Contact within the Office of Procurement Services, Steve Stewart, Chief Procurement Officer (CPO), at sstewarthollvwoodfl.org or by phone at 954-921-3628. Such contact is to be for clarification purposes only. All questions must be submitted in writing via BidSync by March 24, 2022, by 3:00 PM EST, in order to receive a timely response. Project Manager: Shawn Burgess, City Treasurer, at sburgessahollvwoodfl.orq or by phones at (954) 921-3232. For information concerning technical specifications, please utilize the question / answer feature provided by BidSync at www.bidsync.com. Questions of a material nature must be received prior to the cut-off date specified in the solicitation schedule. Material changes, if any, to the scope of services or bidding procedures will only be transmitted by written addendum. (See DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F addendum section of BidSync Site). Proposers please note: No part of your proposal can be submitted via FAX. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, and the equipment, materials, and labor required. The entire proposal response must be submitted in accordance with all specifications contained in this solicitation. The questions and answers submitted in BidSync shall become part of any contract that is created from this solicitation. It is the sole responsibility of the Proposer to ensure that their proposal is submitted electronically through BidSync at www.bidsync.com. 1.5 Cone of Silence The City of Hollywood City Commission adopted Ordinance No. 0-2007-05, which created Section 30.15(F) imposing a Cone of Silence for certain City purchases of goods and Services. The Cone of Silence refers to limits on communications held between vendors and vendor's representatives and City elected officials, management and staff during the period in which a Formal Solicitation is open. The Ordinance does allow potential vendors or vendor's representatives to communicate with designated employees for the limited purpose of seeking clarification or additional information. The names and contact information of those employees that may be contacted for clarification or additional information are included in the solicitation. The Cone of Silence does not prohibit a vendor or vendor's representative from communicating verbally, or in writing with the City Manager, the City Manager's designee, the City Attorney or the City Attorney's designee on those procurement items to be considered by the City Commission. The Cone of Silence does not prohibit a vendor or vendor's representative from making public presentations at a duly noticed pre -proposal conference or duly noticed evaluation committee meeting or from communicating with the City Commission during a duly noticed public meeting. The Cone of Silence shall be imposed when a formal competitive solicitation has been issued and shall remain in effect until an award is made, a contract is approved, or the City Commission takes any other action which ends the solicitation. To view the Cone of Silence, go to the City of Hollywood Code of Ordinance online, and view Section 30.15F. All communications regarding this solicitation should be sent in writing to the Procurement Services Division as identified in this solicitation. END OF SECTION DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F SECTION II - SPECIAL TERMS AND CONDITIONS 2.1 Addenda, Changes, and Interpretations It is the sole responsibility of each firm to notify the Point of Contact utilizing the question / answer feature provided by BidSync and request modification or clarification of any ambiguity, conflict, discrepancy, omission or other error discovered in this competitive solicitation. Requests for clarification, modification, interpretation, or changes must be received prior to the Question and Answer (Q & A) Deadline. Requests received after this date may not be addressed. Questions and requests for information that would not materially affect the scope of services to be performed or the solicitation process will be answered within the question / answer feature provided by BidSync and shall be for clarification purposes only. Material changes, if any, to the scope of services or the solicitation process will only be transmitted by official written addendum issued by the City and uploaded to BidSync as a separate addendum to the solicitation. Under no circumstances shall an oral explanation given by any City official, officer, staff, or agent be binding upon the City and should be disregarded. All addenda are a part of the competitive solicitation documents and each firm will be bound by such addenda. It is the responsibility of each to read and comprehend all addenda issued. 2.2 Changes and Alterations Proposer may change or withdraw a proposal at any time prior to proposal submission deadline; however, no oral modifications will be allowed. Modifications shall not be allowed following the proposal deadline. 2.3 Proposer's Costs The City shall not be liable for any costs incurred by Proposers in responding to this solicitation. 2.4 Pricing/Delivery All pricing must include delivery and installation and be quoted FOB: Destination; unless specified otherwise in Section III. 2.5 Price Validity Prices provided in this solicitation shall be valid for at least One -Hundred and Twenty (120) days from time of solicitation opening unless otherwise extended and agreed upon by the City and Proposer. 2.6 No Exclusive Contract Proposer agrees and understands that the contract shall not be construed as an exclusive arrangement and further agrees that the City may, at any time, secure similar or identical services from another vendor at the City's sole option. 2.7 Responsive In order to be considered responsive to the solicitation, the firm's proposal shall fully conform in all material respects to the solicitation and all of its requirements, including all form and substance. 2.8 Responsible In order to be considered as a responsible firm, firm shall be fully capable to meet all of the requirements of the solicitation and subsequent contract, must possess the full capability, including financial and technical, to perform as contractually required, and must be able to fully document the ability to provide good faith performance. 2.9 Minimum Qualifications DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F To be eligible for award of a contract in response to this solicitation, the Proposer must demonstrate that they have successfully completed services, as specified in Section III of this solicitation, are normally and routinely engaged in performing such services, and are properly and legally licensed (if required) to perform such work. In addition, the Proposer must have no conflict of interest with regard to any other work performed by the Proposer for the City. 2.10 Award of Contract Award may be in the aggregate, or by line Item, or by group, whichever is determined to be in the best interest of the City. Award will be made to the responsive and responsible Proposer, quoting the lowest price, for that product/service that will best serve the needs of the City. The City also reserves the right to accept or reject any or all proposals, part of proposals, and to waive minor irregularities or variations to specifications contained in proposals, and minor irregularities in the bidding process. The City also reserves the right to award the contract on a split order basis, lump sum basis, individual item basis, or such combination as shall best serve the interest of the City. 2.11 Manufacturer/Brand/Model Specific Request This is a manufacturer/brand/model specification. No substitutions will be allowed unless specified in Section III. 2.12 Contract Period The initial contract term shall commence upon date of award by the City for a six (6) year term. The City reserves the right to extend the contract for 120 days, providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Contractor shall continue the service upon the request of the City as authorized by the awarding authority. The extension period shall not extend for more than 120 days beyond the expiration date of the existing contract. The Contractor shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.13 Warranties of Usage Any estimated quantities listed are for information and tabulation purposes only. No warranty or guarantee of quantities needed is given or implied. It is understood that the Contractor will furnish the City's needs as they arise. 2.14 Rules and Submittals of Proposals The signer of the proposal must declare that the only person(s), company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person(s), company or parties submitting a proposal; that it is in all respects fair and in good faith, without collusion or fraud; and that the signer of the proposal has full authority to bind the principal proposer. 2.15 Conflict of Interests Prohibited Any respondent submitting a response to this solicitation is responsible for being aware of, and complying with Section 34.02 of the City Code of Ordinances. If you have questions concerning whether you may or may not need to comply with the ordinance, please contact the City of Hollywood, City Clerk's Office at 954-921-3211. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2.16 Protest Procedure Any respondent who is not recommended for award of a contract and who alleges a failure by the City to follow the City's Procurement Code or any applicable law may protest to the CPO, by delivering a letter of protest to the CPO in accordance with Section 38.52 of the City's Procurement Code within five days after a notice of intent to award is posted on the City's web site, BIDSYNC, City Clerk's Office, Open Government, and/or City's Sunshine Board (https://www. hollywoodfl. orq/Arch ive. aspx?AMI D=140). 2.17 Insurance Requirements Contractor shall maintain, at its sole expense, during the term of this agreement the following insurances: A. Commercial General Liability Insurance naming the City as an additional insured with not less than the following limits: General Aggregate Products-Comp/Op Aggregate Personal and Advertising Injury Each Occurrence Fire Damage $1,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 Coverage shall include contractual liability assumed under this agreement, products and completed operations, personal injury, broad form property damage, and premises -operations. B. Commercial Automobile Liability Insurance naming the City as an additional insured with not less than the following limits: Combined Single Limit $1,000,000 Coverage shall include contractual liability assumed under this agreement, owned, hired and non -owned vehicles. Worker's Compensation: C. Worker's Compensation Insurance Prior to the commencement of work governed by this contract, the contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable State statues. Limits of Liability: Statutory -State of Florida Covering the contractor and the contractor's employees with not less than the following limits: Employers Liability: $500,000, bodily injury by accident $500,000 bodily injury by disease, each employee $500,000 bodily injury by disease, policy limit Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-Vll, as assigned by the A.M. Best Company. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Please Note: The Certificate shall contain a provision that coverage afforded under the policy will not be cancelled until at least thirty (30) days prior written notice has been given to the City. Certificates of insurance, reflecting evidence of the required insurance, shall be provided to the City. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. The insurance policy shall not contain any exceptions that would exclude coverage for risks that can be directly or reasonably related to the scope of goods or services in this bid/proposal. A violation of this requirement at any time during the term, or any extension thereof shall be grounds for the immediate termination of any contract entered in to pursuant to this bid/proposal. In order to show that this requirement has been met, along with an insurance declaration sheet demonstrating the existence of a valid policy of insurance meeting the requirements of this bid/proposal, the successful proposer must submit a signed statement from insurance agency of record that the full policy contains no such exception. The City reserves the right to require additional insurance in order to meet the full value of the contract. The City reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. 2.18 Uncontrollable Circumstances (Force Maieure) The City and Contractor will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, acts of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: 2.19.1 The non performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure; 2.19.2 The excuse of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and 2.19.3 No obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and 2.19.4 The non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, the City may excuse performance for a longer term. Economic hardship of the Contractor will not constitute Force Majeure. The term of the agreement shall be extended by a period equal to that during which either party's performance is suspended under this Section. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F 2.19 Supplier Portal (Oracle) Payment Method The City has implemented software that contains a supplier portal allowing suppliers to submit and update their information via the supplier portal. New suppliers will be required to register; and current suppliers will need to confirm and update their information. Firms are responsible for ensuring that all contact, payment, and general information is updated at all times, and will not hold the City liable for any inaccurate information. 2.20 Debarred or Suspended Bidders or Proposers Firm(s) certifies, by submission of a response to this solicitation, that neither it nor its principals and subcontractors are presently debarred or suspended by any federal, state, county or municipal department or agency. 2.21 Public Records A. Public Records/Trade Secrets/Copyright: All responses will become the property of the City. The Consultant's response to the solicitation is a public record pursuant to Florida law and is subject to disclosure by the City pursuant to Chapter 119.07, Florida Statutes ("Public Records law"). The City shall permit public access to all documents, papers, letters or other material submitted in connection with this solicitation and the Contract to be executed for this solicitation, subject to the provisions of Chapter 119, Florida Statutes. Any language contained in the Consultant's response to the solicitation purporting to require confidentiality of any portion of the Consultant's response to the solicitation, except to the extent that certain information is in the City's opinion a Trade Secret pursuant to Florida law, shall be void. If a Consultant submits any documents or other information to the City that the Consultant claims is Trade Secret information and exempt from Florida Statutes Chapter 119.07 ("Public Records Laws"), the Consultant shall clearly designate that it is a Trade Secret and that it is asserting that the document or information is exempt. The Consultant must specifically identify the exemption being claimed under Florida Statutes 119.07. The City shall be the final arbiter of whether any information contained in the Consultant's response to the solicitation constitutes a Trade Secret. The City's determination of whether an exemption applies shall be final, and the Consultant agrees to defend, indemnify, and hold harmless the City and the City's officers, employees, and agent, against any loss or damages incurred by any person or entity as a result of the City's treatment of records as public records. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of the City. Proposals purporting to be subject to copyright protection in full or in part will be rejected. EXCEPT FOR CLEARLY MARKED PORTIONS THAT ARE BONA FIDE TRADE SECRETS PURSUANT TO FLORIDA LAW, DO NOT MARK YOUR RESPONSE TO THE SOLICITATION AS PROPRIETARY OR CONFIDENTIAL. DO NOT MARK YOUR RESPONSE TO THE SOLICITATION OR ANY PART THEREOF AS COPYRIGHTED. B. PUBLIC RECORDS GENERAL IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F PUBLIC RECORDS AT: (954-921-3211), pcerny@hollywoodfl.org, CITY CLERK'S OFFICE, 2600 HOLLYWOOD BLVD, HOLLYWOOD, FLORIDA 33020) Consultant shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. 2. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this contract if the Consultant does not transfer the records to the City. 4. Upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of this Contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of this Contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. It is solely and exclusively the Contractor's responsibility to familiarize itself with Chapter 119, Florida Statutes, and to ensure compliance with its requirements. 2.22 Scrutinized Company Pursuant to Section 287.135, Florida Statutes, the Bidder certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. Pursuant to Section 287.135, in the event the resulting Contract is for one million dollars or more, Bidder certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to section 215.473, Florida Statutes, and Bidder further certifies that it is not engaged in business operations in Cuba or Syria. Pursuant to Section 287.135, Florida Statutes, City may, at the option of the City Commission, terminate the resulting contract if Bidder is found to have submitted a false certification as provided under subsection 287.135(5), Florida Statutes; has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel; has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or has been engaged in business operations in Cuba or Syria. 2.23 Discriminatory Vendor List Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F with a public entity for the construction or repair of a public building or public work; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and my not transact business with any public entity. By responding to the solicitation, Bidder represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. END OF SECTION DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F SECTION III - SCOPE OF WORK/SERVICES 3.1 Project Description The City is seeking responses from qualified and experienced banking institutions to provide Banking Services. The term of the banking services agreement awarded under this solicitation shall be for an initial period of six (6) years, with three (3) two-year renewal periods if mutually agreed to by the parties. All fees shall remain the same throughout the initial and any renewal periods of the agreement. The City reserves the right to cancel the agreement for convenience at any time upon thirty (30) days advance notice. 3.2 Minimum Criteria Respondents who fail to meet the following minimum criteria will not be ranked or considered: a) Designated as a "Qualified Public Depository" by the Florida Department of Financial Services pursuant to the requirements of the Florida Security for Public Deposits Act (Chapter 280 of the Florida Statutes). b) Have total assets exceeding $20 billion. c) Maintain a full-service bank branch office within Broward County, preferably within the City of Hollywood, Florida. d) Have adequate organization, facilities, equipment and personnel to insure prompt and efficient services to the City. The City reserves the right before recommending any award to inspect the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications, terms and conditions. e) Have a minimum of three years of successful experience in providing banking services to local governmental entities and/or businesses of a similar complex structure and volume within the State of Florida. f) Assign a dedicated client service adviser and/or team. g) Provide an online portal for banking services. h) Include the following technology requirements: daily reconciliation, payee positive pay, ACH Positive Pay, and Lockbox services. 3.3 Banking Services Specific services of the selected bank will include, but not be limited to the following: 3.3.1 Account Information The City uses a combination of concentration, zero -balance, and disbursement accounts as well as separate bank accounts. The City reserves the right to open additional accounts during the contract period at the price proposed. Deposits to the concentration account will be retained in that account until the funds become available at which time, they will be considered collected balances. Any balances remaining in the concentration account at close of business, including wire transfers received before the Federal Reserve cutoff may be automatically invested in an overnight investment instrument by the Bank. Zero -balance accounts will be reimbursed from or swept by the concentration account at the close of the business day. Transfers between the accounts will be charged to the City as internal transfers and not as external wire transfers. All zero -balance account transfers will take place automatically without initiation by the City. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F An earnings credit will be granted on the available balance in the concentration account at 6:00 PM EST (including any EFT transfers received after 6:00 PM EST). The balance at 6:00 PM EST is interpreted to include any EFT transfers received during the day, less any outgoing EFT's. The daily earnings credit rate ("ECR") specified for the available funds on deposit will be based on the Target Federal Funds Rate plus or minus a set spread. In the event that the concentration account is a negative balance, then interest charged on any overdrawn balances will be calculated using the same formula as the earnings credit allowance. There will not be hard penalties assessed, such as overdraft fees, on any negative balance. All per item charges will remain fixed over the life of any resulting contracts. An adjustment in per item charges may be necessary based on price changes by the Federal Reserve System. Adjustments in per item charges will only be allowed under the following conditions: a) The per -item charge (or portion thereof) will change only for corresponding adjustments in the Federal Reserve System's fee schedules, on or after the effective date of the adjustments; b) Changes in the Federal Reserve fee schedules must be final, and not proposed; c) Bank will provide the City a copy of the Federal Reserve System's notification supporting the adjustment. The daily ECR specified for the available funds on deposit will be based on the Target Federal Funds Rate (Intended Federal Funds Rate) plus or minus a set spread. Please provide a breakdown of how the ECR will be calculated and applied in Form 13 (Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits). Include any FDIC or Reserve Requirement fees if applicable. 3.3.2 Compensating and Excess Balances All activities for the City will be paid for through compensating balances. Compensating balances required to fund the banking costs will be funded using the following guidelines: a) In the event the City's balances do not fund the compensating balance requirements in their entirety the City will be billed by direct invoice and a debit to the main account may be issued; b) Positive compensating balances as reflected by the group level account analysis will be settled monthly. The method to be used will be the direct payment method to the extent that the cost of services exceeds the earnings credit amount generated by account balances. The City will have any excess balances after the service charges are paid invested using the same Target Federal Funds Rate plus or minus a set spread. However, this may be a different spread than what was used in the ECR calculation. The interest income generated from these excess balances will then be deposited into the City's concentration account no later than the 10th business day of the following month; c) Should the City desire to add services not contemplated in the RFP, those charges could be covered by compensating balances or by direct invoice, as directed by the City. 3.3.3 Online Portal and Reporting Services Online portal services should include, but are not limited to, daily detailed and summary balance reporting of the previous banking day with the following minimum information: a) Ledger balance DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F b) Available (or collected) balance c) Detail and summary of debit and credit postings, including checks paid and wire transfers d) Daily detail of account transactions including investment transactions e) Detail information for all ACH transactions f) Next day download of deposits, credits, debits, transfers and adjustments to accounts g) All addenda records available for incoming EFT and ACH deposits h) Stop payments and positive pay activity i) Returned items images j) Controlled disbursement notification k) ACH preload verification, ACH Positive Pay I) Account reconciliation services m) Daily BAI2 data feeds for automatic import or manual upload to ERP system o) Images of all deposit tickets and checks deposited 3.3.4 Reconciliation Services The ability to download payment and deposit data by the next business day is required through the online portal. Respondent must have the capability to effectively reconcile accounts between the respondent and the City by direct transmissions. A deposit reconciliation service is required to establish unique numbers for each depositing location. This unique number would be located on the deposit ticket and each check deposited would be tracked by the particular deposit ticket. Cancelled checks must be received in a format compatible with the Oracle Cash Management Module for interface into our financial system. Individual transactions must be posted for each non -sufficient fund item presented. Respondent must have the capability to provide full reconciliation services with positive -pay protection services. Images of all paid items should be provided through the online portal. Respondent must make available canceled check images through the online portal (front and back of canceled checks), sorted by check number on a monthly basis. The online portal must produce archival quality documents. Respondent must have the capability to provide reports and images through the online portal in pdf or Excel format. 3.3.5 Positive Pay, ACH Payments and ACH Debit Blocking Respondent must provide positive pay, ACH payments and ACH blocking services. Respondent should have a real time update of positive pay upon receipt of a "checks issued file" for all checks presented for payment, including being available to tellers for in person transactions by payees. If a real time update is not available, please specify the timing on batch updates. Respondent shall also have the ability to provide ACH blocking and filtering services for ACH debits. The City will transmit files for interface out of the Oracle Payables Module for both check and ACH payments. Files containing all check issued information will be automatically sent to the respondent through system processes for positive pay services which will contain check serial number, payee and dollar amount, at a minimum. There must be compatibility to receive both positive pay check and ACH files in the format generated by the Oracle Payables Module. Checks presented on City's accounts for payment will be handled per the payment instructions provided to the respondent by the City. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F Respondent shall report discrepancies electronically through its online portal. respondent must provide the City with the ability to authorize or reject both check and ACH payments. The City must be able to manually enter checks issued via the online portal. The City currently does not use EPay, but is interested in this program if available by the respondent and compatible with the City's Oracle Payables Module. 3.3.6 Remote Deposit Services Although the City does not extensively use remote capture to scan customer check payments and electronically send the images to the bank for credit to our account, the City is interested in such a program that would create a flat file of check payments captured by the existing cashiering program and send the file to the bank at the end of each business day for deposit. The City is interested in exploring remote deposit services or similar solutions offered that would accomplish this task. Indicate costs, equipment requirements, timing of transmissions and availability of funds. 3.3.7 Negative Balance In the unlikely event that the City were to overdraw a standalone account, creating a negative balance in the City's accounts collectively, all checks and/or ACHs presented for payment shall be paid. The Submitter agrees to promptly notify the City of the overdraft condition at which time the City will remediate immediately. Interest on any overdrawn balances will be calculated using the same formula that the City receives interest on the Automatic Overnight Investment or ECR. Using this formula, the City will not receive any interest on overdrawn balances, nor will the City be required to pay any interest beyond this rate. No other additional fees will be charged. In the normal course of business, the City's Treasurer or designee shall confirm wires or ACH transfers that will result in a daylight overdraft in a zero balance account. No service fee shall be charged to the City for daylight overdrafts that are resolved through automated zero balance sweeps. 3.3.8 Automatic Overnight Investments The respondent agrees to automatically invest the remaining collected balance, above the floor established to offset banking service fees. Please provide details of alternative account structures or programs that would be of a similar benefit to the City, if any. Provide the details of the current programs available. 3.3.9 Stop Payments The City primarily uses positive pay cancel issue updates to manage their stop payment activity. However, on those few low volume accounts where positive pay is not practical the following stop payment protocol shall apply. All stop payment orders are to be made electronically. On rare occasions it may be necessary to initiate stop payments by telephone. Upon receipt of the stop payment order, the respondent will immediately inform City electronically if the check has been cashed and provide an image of the cashed item. If not cashed, the respondent will provide an electronic confirmation of the stop payment. Cancellation of a stop payment order will be processed in the same manner as the stop payment order. All checks paid by the respondent after the above procedure has been adhered to will be the responsibility of the respondent. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F The respondent will provide on-line access to information on cleared and stop payment checks. Stop payments will be transmitted to the respondent with inquiry capability against various accounts. Periodically, it will be necessary to place a stop payment on a block of checks. Whenever this block stop payment procedure is initiated, it will be considered one stop payment, regardless of the number of checks involved. All stop payments will take effect on the date transmitted to the respondent and will be processed before any check presentments for that date. In addition, the stop payments will remain in effect for five (5) years. 3.3.10 Lockbox Services The City currently uses both retail and wholesale lockbox services. The City may elect to maintain its wholesale lockbox provider in addition to retail lockbox services. Please confirm that your bank is compatible with Deluxe (fka Remitco). At a minimum, the respondent must perform the following: a) Pick up all items in any lockbox at least once every business day; b) All checks and bills that are to be accepted and processed should be entered into the Submitter's computer system by customer account number and amount on the same day they are picked up; c) Provide an electronic file of the lockbox information and/or contents specific to the City's requirements; d) Provide the City with all correspondence received with the check and/or stub with account number identified; e) Test the scanability of the payment coupon (remittance advice) before any documents are actually processed. Documents that are subsequently rejected by the processing equipment, and later found to be scannable will not be charged to the City. Only documents that fail the scanning process twice will be rejected and billed to the City. 3.3.11 Ebox Services The City currently uses ebox services to facilitate the electronic deposit of funds from other banking institutions and third party providers' bill payer services. Provide an electronic file of the ebox information and/or contents specific to the City's requirements. 3.3.12 ACH Credit Services The City currently uses ACH credits/electronic funds transfer ("EFT") as a payment option offered to our customers. Our currently utility billing software, Munis, creates the batch EFT file which is manually uploaded through the online bank portal for processing. The volume of these services are captured on Form 12 — Cost Worksheet (AFP Code 25 0102 ACH Future Dated Item). 3.3.13 Custodial Services The City may choose at its discretion to use a different bank or trust company regardless of the Banking Services contract and proposals for custodial services. Custodial services are limited to only handling the settlement of trades and will not involve any investment management functions. City investment securities, must settle delivery versus payment for delivery through the Federal Reserve Bank and Depository Trust Company (DTC) DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F in book entry form, will credit to the Bank's Federal Reserve Account and DTC Account for further credit to the City's concentration account. The services requested will be for the various securities that are purchased from other dealers and banks. These securities will be purchased and then transferred to a custodial account. These securities will be held until they are traded, or mature. The Federal Reserve/DTC receipt and safekeeping receipt must identify the "CUSIP" number and the City as beneficial owner. Additionally, the following requirements must be met: a) The respondent will maintain one or more custody accounts directly or through a third party for securities; b) All securities held by the custodian shall be segregated from the assets of others and shall remain the sole property of the City; c) The custodian will collect all periodic income on securities held and process any instructions receive by authorized City personnel. All sales, maturities, calls, purchases, principal pay downs and income on securities must post to the City's depository account on the settlement date of the transaction; d) The custodian shall monitor and record the collection of funds in the City's accounts; e) The custodian will be required to provide monthly reports describing all activities within the account including market pricing; f) Custodian will create, maintain and retain all records relating to securities held in custody to meet the requirements and obligations under generally accepted accounting principles. 3.4 Submission Requirements The following sections should be distinct and clearly addressed as part of the submission: 3.4.1 Section 1 - Bank Qualifications This section of the proposal should establish the ability of the respondent to satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client references. a) Provide an overview of the respondent's organization, including size, qualifications, and years in business, number of branches in Broward County, Florida, the number of branches within five (5) miles of City of Hollywood City Hall, and other matters that the respondent feels would assist the City in the evaluation process. b) Respondent will include a statement confirming that they meet the requirements as specified in section 3.2 Minimum Criteria. c) Provide two (2) years of audited financial statements, including notes to financial statements. d) Describe the bank's experience in providing services within the public sector, with particular attention to municipalities or complex commercial businesses with similar requirements. e) Provide a minimum of three (3) references for the services cited as related experience using Form 4, Vendor Reference Form. The Vendor Reference Form must be completed by each of your three (3) references and included in your submittal response to this solicitation. Respondent may also supply references from other work not cited in this section as related experience. Please do not include the City of Hollywood or City of Hollywood employees as references. DocuSign Envelope ID: 500A8207-2CD0-4983-A4CA-DEA18797F97F 3.4.2 Section 2 - Management and Staff Qualifications and Experience This section of the proposal should establish the method which will be used by the respondent to manage the Scope of Work as well as identify key personnel assigned to the Scope of Work. a) Describe the experience of management and staff expected to be assigned to this contract for purposes of customer service operations and cash management. Include the name, title, location, email address, phone number, and hours of availability for each person. Briefly detail the credential and experience of each person named for the relation team. b) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Provide education, experience, and applicable professional credentials of project staff so identified. 3.4.3 Section 3 - Quality and Adequacy of Products and Services Offered Respondent shall provide a narrative which addresses the Scope of Work and shows respondent's understanding of City of Hollywood's needs and requirements. a) Confirm that the respondent is able to provide the products and services detailed in the Scope of Work and included by service type and volume in Form 12 Cost Worksheet. b) Respondent may also propose procedural or technical enhancements/innovations to the Scope of Work which do not materially deviate from the objectives or required content of the Scope of Work. 3.4.4 Section 4 - Implementation Process and Costs a) Provide an implementation schedule and note key project milestones and timelines for deliverables. Identify any assumptions used in developing the schedule. Include a statement indicating the ability to begin work with minimum notice. b) Describe the approach to completing the tasks specified in the Scope of Work. c) Specify set up or programming cost for implementing existing services that the City would incur, if any. d) All costs for services, both one-time and recurring cost for services, should be included in Form 12 (Cost Worksheet). Provide all costs related to enhancements/innovations to the Scope of Work. e) A separate Excel worksheet must be submitted using the format provided in Form 12 (Cost Worksheet). The City has made best efforts to provide 2021 annual and average monthly volumes as a reference to current services. f) List additional product or service expense not included by the City in Form 12 (Cost Worksheet) that the City would be expected to pay as a result of the normal course of operations, if any, and specify the basis of that expense. Specifically, has the City missed listing a product or service that the bank feels should be a part of the proposal in which the City should anticipate paying or being charged a fee. END OF SECTION DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F SECTION IV - EVALUATION A Selection Committee will review and evaluate submittals to determine if they meet all of the requirements in this solicitation to be deemed responsive and responsible. The following evaluation criteria will be used to evaluate and score each submittal: Evaluation Criteria Points Bank qualifications, experience, resources, and references 40 Quality and adequacy of products and services offered 20 Product and service costs 20 Earnings credit rate on compensating balances, excess balance earnings rate, and any other compensating credits 20 Each Selection Committee member will convert their maximum available point score (cardinal number) for each Submitter into an ordinal number designating the ranking (as first, second, third, and so on). For example: Cardinal Number Ordinal Number 99 1 95 2 91 3 88 4 84 5 The ordinal scores from each Selection Committee member for each Submitter shall be added together to calculate a total ordinal score. The Submitter with the lowest ordinal score will be ranked highest for award preference. The Submitter with the second lowest total ordinal score will be ranked second highest for award preference, and so on, until all Submitters are ranked. During the evaluation process, the Selection Committee may, at its discretion, request oral presentations from submitters to clarify information or answer questions relevant to their submittals. A public Selection Committee meeting to complete the evaluation of submittals is anticipated to take place in April 2022, followed by City Commission approval of an award tentatively scheduled for May 2022. The City reserves the right to award a contract(s) to the Submitter(s) that will best serve the interests of the City. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F RESOLUTION NO.'�69?D,7G+t -)33 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF HOLLYWOOD, FLORIDA, APPROVING AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH THE HIGHEST RANKED FIRM, WELLS FARGO BANK, N.A., FOR BANKING SERVICES FOR A TERM OF SIX YEARS WITH THREE TWO- YEAR RENEWAL PERIODS FOR AN ESTIMATED ANNUAL AMOUNT OF $95,000.00. WHEREAS, the Department of Financial Services requires a firm to provide full banking services; and WHEREAS, on March 9, 2022, Request for Proposals Number RFP -4718 -22 -SS ("RFP") was electronically advertised on BidSync.c om to solicit the desired banking services in accordance with Section 38.43(A) of the Procurement Code; and WHEREAS, the RFP resulted in proposals from the following five firms by the response due date of April 7, 2022: JPMorgan Chase Bank, N.A. (Miami, Florida) PNC Bank, N.A. (Fort Myers, Florida) Synovus Govemment Solutions (Naples, Florida) TD Bank, N.A. (Clermont, Florida) Wells Fargo Bank, N.A. (Fort Lauderdale, Florida) ;and WHEREAS, on April 25, 2022, a Selection Committee comprised of City staff met to evaluate and rank the proposals based upon the following approved Evaluation Criteria established in the RFP: (1) Bank Qualifications, Experience, Resources, and References, (2) Quality and Adequacy of Products and Services Offered, (3) Products and Service Costs, (4) Eamings Credit Rate on Compensating Balances, Excess Balance Eamings Rate, and Any Other Compensating Credits; and WHEREAS, based on the Evaluation Criteria, the Selection Committee evaluated the five proposals, and the scores were compiled to arrive at the following rankings: 1. Wells Fargo Bank, N.A. 2. JPMorgan Chase Bank, N.A. 3. TD Bank, N.A. 4. Synovus Government Solutions 4. PNC Bank, N.A. Ranked No. 1 Ranked No. 2 Ranked No. 3 Ranked No. 4 - Tied Ranked No. 4 - Tied; and DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WHEREAS, the Selection Committee recommends that the City Commission authorize the negotiation and execution of an agreement with the highest ranked firm, Wells Fargo Bank, N.A., for a term of six years with an option to renew for three additional two- year periods to provide banking services; and WHEREAS, the cost of these services is paid as a reduction to interest earned for compensating bank account balances consistent with current practice and recorded as an allocated expense to the respective fund associated with services received. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF HOLLYWOOD, FLORIDA. Section 1: That the foregoing 'WHEREAS° clauses are ratified and confirmed as being true and correct and are incorporated in this Resolution. Section 2: That it approves the ranking of the firms as follows: 1. Wells Fargo Bank, N.A. 2. JPMorgan Chase Bank, N.A. 3. TD Bank, N.A. 4. Synovus Government Solutions and PNC Bank, N.A. — Tied. Sgcn 3: That it authorizes the appropriate City officials to negotiate and execute an agreement, embodying the terms and conditions approved by the City Commission this date, with Wells Fargo Bank, N.A., in a form acceptable to the City Manager and approved as to form and legal sufficiency by the City Attorney. Section 4: That if the appropriate City officials are unable to negotiate an agreement with the highest ranked fine, they are authorized to terminate negotiations with that firm, and proceed to negotiate and execute an agreement with the next highest ranked firm(s), in order, until an agreement is reached. Section 5: That this Resolution shall be in full force and effect immediately upon its passage and adoption. DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF HOLLYWOOD, FLORIDA, APPROVING AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH THE HIGHEST RANKED FIRM, WELLS FARGO BANK, NA, FOR BANKING SERVICES FOR A TERM OF SIX YEARS WITH THREE TWO-YEAR RENEWAL PERIODS FOR AN ESTIMATED ANNUAL AMOUNT OF $95,000.00. PASSED AND ADOPTED this a day of 4.. PA ICIA A. CE' NY, MMC CITY CLERK AT APPROVED AS TO FORM AND LEGAL SUFFICIE for the use and reliance of the Cof • • • Florida, only. UG CITY ATTO ZALES DocuSign Envelope ID: 50DA8207-2CD0-4983-A4CA-DEA18797F97F WELLSFAR112 AicoRv. CERTIFICATE OF LIABILITY INSURANCE DATE 9/29/2022DYYi THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: H the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERcT USI Insurance Services, LLC (Servicing Broker for Wells Fargo & Company) 1 Concourse Parkway NE, Suite 700 Atlanta, GA 30328 USI Insurance Services LLC PHONE 1-800-241-6633 FAX 1-610-537-1929 IANo EI111 (AIC, NO): /C EAOORESS USICertRequest©usi.com INSURER(S)AFFORDING COVERAGE NAICII INSURER A: Old Republic Insurance Company 24147 BRED Wells Fargo & Company and its Affiliates 550 South 4th Street Minneapolis, MN 55415 INSURERS : INSURER C :__-__--- INSURER D EACH OCCURRENCE INSURER E : INSURERF: • REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR I LTR I TYPE OF INSURANCE ADMSUBR: D IWO; POLICY NUMBER POLICY EFF 01511D0/YYYYt POLICY EXP (1000 D1YYYYf,,, LIMITS A X COMMERCIAL GENERAL LIABILITY X I MWZY 315337 04/01/2020 04/01/2025 EACH OCCURRENCE s 10,000.000 ISAITAaETO RENTED PREMISES (Ea occurrence) S 10,000,000 CLAIMS -MADE I X I OCCUR MED EXP (Any one person) S PERSONAL 8 ADV INJURY S 10,000,000 GENERAL AGGREGATE S - 10,000,000 GENT X AGGREGATE LIMIT APPLIES POLICY I l ZS Ol HER: PER LOC PRODUCTS COMP/OPAGO S 10,000,000 5 A AUTOMOBILE LIABILITY X I ANY AUTO `, OWNED —I AUTOS ONLY i X HIRED x AUTOS ONLY — SCHEDULED AUTOS NON -OWNED AUTOS ONLY X MWTB315336 04/01/2020 04/01/2025 (:OMBINEOSINGLELIMIT fEa acrxfenfl $ 10,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per accident) S 5 ~— UMBRELLA LIAR— EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE i S AGGREGATE S 5 0E0 i RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETORIPARTNERrE7(ECUTIVE OFF10ERIMEMBEREXCLUDED+ C ()BaedabryinNH) 0 yes, describe WrBot DESCRIPTION OF OPERATIONS blow NIA MWC 302638 04/01/2020 04/01/2025 X - STATUTE OTH- ER 1,000,000 E EACH ACCIDENT I S E.LDISEASE -EAEMPLOYEE! $ 1,000,000 E.L DISEASE - POLICY LIMIT S 1,000,000 A Professional Liability Errors & Omissions Claims Made ; MWZY 317188 10/01/2022 10/01/2024 $100,000,000 Each Occurence $100,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 0 more space Is required) The City of Hollywood, Florida is Additional Insured on General Liability and Auto Liability as respects liability arising out of Named Insured's participation in referenced agreement as required per written contract, subject to policy terms, conditions, and exclusions. ANCELLATION City of Hollywood, Florida 2600 Hollywood Blvd Hollywood FL 33020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAYNE ?a6.L ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ®1988.2015 ACORD CORPORATION., ^"Ds��`s reserved.