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Wells FargoWELLS FARGO JANUARY 8,2019 1. LOCAL 2. GRANDFATHERD VARIABLEUARNINGS CREDIT RATE (ECR) 3. AVERAGE ECR FOR LAST 8 MONTHS .3 5% TO .45% 4. $597.67 COMPENSATING BALANCE TO OFFSET ONE DOLLAR OF BANK FEES 5. FEES LOCKED IN FOR 5 YEARS 6. $1,500 RETENTION CREDIT 7. SAVINGS DETALIED IN PRICING OVERVIEW ~ NEEDS FURTHER REVIEW 8,. NOT SURE OF ALL TFIE SERVICES THE CITY NEEDS OR WANTS WELLS FARGO Re: Wells Fargo Information Security Program Overview This letter provides an overview of Wells Fargo's Enterprise Information Security Program. Background Wells Fargo's Enterprise Information Security organization ("EIS") is responsible for protecting Wells Fargo systems, networks, and customer data through the design, execution, and oversight of the Information Security Program ("IS Program"). The Wells Fargo Board of Directors annually approves the IS Program and is routinely Informed of the ongoing status of the program. All Wells Fargo organizations, team members, vendors, non-employees, and third parties with access to Wells Fargo systems or sensitive information are required to adhere to the IS Program. The IS Program defines requirements to ensure that information security risks are effectively identified, assessed, mitigated, and reported throughout Wells Fargo. As a federally regulated financial institution. Wells Fargo meets govemment-mandated requirements concerning the management of risk within its information technology infrastructure. This includes being subject to internal audits, and independent external reviews and exams. The results of any such testing are reported to Wells Fargo management for appropriate assessment, resolution, or mitigation. IS Program The IS Program is reasonably designed and regularly assessed to ensure compliance with the Federal Rnancial Intuitions Examination Council ("FFIEC") guidance on information security and risk management, Gramm Leach Bliley Act Section 501(b), as well as other applicable laws and regulations. Additionally, the IS Program uses guidance from many industry best practices, including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, the International Organization for Standardization TISG") 27002 standard. Payment Card Industry Data Security Standards (PCI-DSS) and COBIT 5. The Information Security Risk Management team within EIS is responsible for evaluating the current regulatory and risk environment to identify policy and standard needs. All changes to the IS Program go through a review process that includes relevant subject matter experts; Line of Business representatives; and, in the case of regulatory Implications, Wells Fargo's Law Department. Information Security Domains Wells Fargo's IS Program uses ten Information Security Domains as a common set of elements that aligns with our view of Information security risk management. These .-IP Domains provide a customized approach that supports governance, transparency, and consistency by providing clear accountability for identifying and remediating gaps. The ten Domains are: Third Party Information Security Management Application Information Security Identity and Access Management Infrastructure Information Security Vulnerability Management Data Protection Information Security Risk Management Business Process Information Security Cyber Defense Management Workplace Accountability Application Information Security Our Application Security program provides the controls, processes, and education necessary to reduce vulnerabilities that can be introduced through the software development llfecycie in our business applications. The Application Security program provides an enterprise-wide set of policies and a consistent set of tools, which support a secure coding framework that reduces the introduction of potential vulnerabilities in the coding process. Additionally, scanning tools are used to identify potential problems prior to implementation. Cyber Defense Management The Cyber Threat Management ("CTM") team in EIS supports the IS Program's threat and vulnerability management, intrusion detection policies, and best practices. This team analyzes and assesses the internal and external threat landscape. CTM is responsible for leading enterprise-wide efforts to reduce our exposure to cyberattacks through 24/7/365 monitoring of several key information security control areas, including: • Management of security patches and security configurations • Condition and activity monitoring • Threat and vulnerability management • Patch management processes CTM often uses various evaluation tools to periodically measure how well our cybersecurity risk management practices are integrated Into our overall risk management practices. Data Protection Effective data protection management reduces the risk to Welis Fargo from Incidents related to information theft, loss, or disclosure. Hard drive encryption is required by policy and implemented on all laptops. Email encryption is implemented and required by policy for all sensitive data. USB ports are locked down and only available for use with a Wells Fargo approved encrypted thumb drive. Additionally, data loss prevention technology is implemented across the enterprise to identify or block the transmission or release of confidential customer information. Identity and Access Management The type and extent of logical access controls to our network and systems are determined by risk criteria. Our standards prohibit access without a strict business need-to-know. We issue unique user identifications (user IDs) for access to our networks and systems, which do not contain confidential or identifying information. Our standards prohibit the sharing of user IDs. User IDs are provisioned by administrators, who maintain request documentation and approvals. User access rights are regularly reviewed through validation of continued business need. Passwords use non-display or masked fields for entry. Standards are in place to establish password complexity, change timeframes, and reuse criteria. AH passwords are required to be encrypted. Network systems use an approved logon banner with appropriate prompts. System logon failures display a generic error message without specific reference to the error. System access and activity logs are reviewed for evidence of unauthorized activities and password violations. Two-factor authentication is used as appropriate throughout the enterprise to further strengthen our access controls. Information Security Risk Management Information security is a key risk type at Wells Fargo, which reflects heightened emphasis on Information Security Risk Management. As a key risk type, Information Security Risk Management is guided by a set of foundational principles that direct how Wells Fargo operates. These foundational principles include: The Information Security Risk Functional Framework is intended to promote sound information security risk management practices across the company. • The Risk Coverage Statement defines the most significant key risk types Wells Fargo must address and outlines the risk intensity factors considered when determining the degree of oversight necessary for risk-generating activities and functions. • The Statement of Risk Appetite utilizes risk appetite metrics to provide quantitative parameters for operating within risk appetite. • The Corporate Risk Strategy defines the future-state operating model for Corporate Risk. Together, these principles create a risk management framework that provides clarity, consistency, and a common risk language. Malware and Mobile Code Protection Malware protection and anti-virus controls are distinct elements of our IS Program standards. The standards require the installation, use, and maintenance of anti-virus and anti-malware software to detect malicious code on hardware, software, networks, and/or mobile devices. Testing and employment of such software is required and virus definitions are updated as they become available. It is our practice to perform anti-virus scanning at predefined intervals. Massachusetts and Nevada Data Protection Requirements The IS Program's structure and control standards are reasonably designed to ensure compliance with both the Massachusetts Standards for the Protection of Personal Information (201 CMR 17.00) and Nevada's Security of Personal Information (NRS 603A.200). Based on an analysis performed, we believe the IS Program meets the requirements of both laws. Media Handling Wells Fargo Is responsible for confidential Information In Its possession on all types of media. We have established standards to govem proper labeling and handling of information media containing personal, financial, and other sensitive data. Network Architecture and Security Monitoring Our network security architecture is reviewed and approved by the Wells Fargo Architecture Review Board. Device types connecting to the Wells Fargo Network are also reviewed by the Architecture Review Board. Wells Fargo has a compliance policy and continuously scans network devices for compliance and vulnerabilities. Results are provided to the relevant authority for remediation based on risk and severity. Changes to our production systems must adhere to the corporate change control management process. Proposed environment changes are reviewed to ensure compliance with standards and approved by management prior to execution. Validation is performed when change activity is executed. System level updates (such as security updates, software upgrades, and so forth) are reviewed and periodically applied as appropriate. We have a mature, risk-based security monitoring program that functions as part of a larger defense-in-depth model. This program follows a combination of industry best practices (e.g., SANS, OWASP) to ensure high-risk vulnerabilities are identified, and It is performed by both Wells Fargo and vetted, third-party security specialists. As a part of the program, both automated and manual testing is conducted at least annually, depending on scope and risk. The monitoring program includes: • Vulnerability scanning, web application testing, and penetration testing. • Examining routing tables, validating all registered and intemal IP addresses. • The use of commercial, non-commercial, and internally developed scanning tools. • Scans originating from both the internet and from within the intemal network. • A defined process for remediating findings and retesting based on risk and management directives. Privileged Access Program As part of Enterprise Access Management, the Privileged Access Program provides strategic leadership and execution for managing privileged access on enterprise-wide platforms and applications. This program provides oversight and governance concerning privileged access, including metrics and reporting, to ensure that privileged access across Wells Fargo Is managed to the appropriate level of risk. Third Party Information Security Risk Management Wells Fargo has an established Third Party Risk Management Program. The Program reviews and assesses third parties prior to engagement and throughout the third-party relationship, using risk assessments conducted at intervals driven by the services provided. Third parties and their employees are required to adhere to applicable Wells Fargo standards. These standards also apply to all Wells Fargo non-employees located outside of the United States who have access to company and consumer information for purposes of delivering services to or on behalf of Wells Fargo. As part of this compliance obligation, contracts are in place with each third party that include the appropriate confidentiality language, non disclosure agreements, and security provisions. Team Member Training All team members and non-team members with access to Wells Fargo's systems or customer information must take annual training relating to customer information protection and Gramm Leach Bliley Act (GLBA) 501(b) compliance. Company-wide training, policies, and information handling standards continue to be updated to provide Weils Fargo team members the information they need to understand their role in protecting customer information. Team member background checks are performed, and are required for non- team members and third party service providers that will be handling Wells Fargo's customer Information. Thank you for using Wells Fargo as a service provider. We greatly appreciate your trust and business. Sincerely, Rich Baich Chief Information Security Officer WELLS FARGO Attached please find the Treasury Management Services and Wells Fargo & Company Enterprise Technology and Information Security Groups (ETIS) System and Organization Controls (SOC) reports. You will notice that these reports cover the period from October i, 2017, to December 31, 2018. We extended our reporting period that traditionally ends on September 30 to address certain IT issues that we identified during 2018. Please see the reports for a description of issues and please see Section V of the reports to understand the actions we took to address these issues. As noted in the Treasury Management Services report, our controls were suitably designed and operated effectively to provide reasonable assurance that we achieved the control objectives throughout the SOC reporting period. Our independent accounting firm, KPMG, expressed an unqualified opinion in this regard. KPMG included an additional paragraph in its opinion within the Treasury Management Services report to note certain IT issues; however, this paragraph does not in any manner modify KPMG's opinion on the Treasury Management Services report. The IT issues are highlighted within our ETIS SOC 1 report and this report received a qualified opinion fi*om KPMG because certain control objectives were not met during the SOC reporting period. However, as stated above, we successfully took additional actions for Treasury Management Services report as a result of the IT issues identified, as described in Section V of the reports, throughout the reporting period to address these issues. Therefore, our control objectives were achieved throughout the SOC reporting period. If you have any questions, please contact your relationship manager. The information contained herein la provided to you pursuant to the services agreement and must be treated in accordance with the standard ofcare spediied therein. © 2019 Wdls Fargo Bank, N A All rights reserved. Wells Fargo SOC reports Frequently asked questions for customers How does the qualified WeUs Fargo & Company Enterprise Technology and Information Security Groups (ETIS) SOC report impact my Treasury Management Services SOC report? As a result of extending the period covered by the SOC report through December 31,2018, we have been able to identify mitigating/compensating controls that were able to achieve the control objectives, within your report, implicated by the ETIS qualified SOC report. We are pleased to inform you that the additional work completed by Wells Fargo (and audited by our independent accounting firm, KPMG) has resulted in an unqualified SOC report. An additional paragraph has been included by KPMG in its opinion to increase awareness of the IT issues that caused the qualification of the ETIS SOC report. However, this paragraph does not in any manner qualify the opinion on your Treasury Management Services SOC report. Can you assure me that there was no imauthorized access and that our confidential customer information was not compromised? Access to our systems was appropriately authorized under our existing policies and procedures. We have not identified any unauthorized application changes, nor do we have any reason to believe that any unauthorized changes have occurred. We also have no reason to believe that any confidential customer information has been compromised. What if testing exceptions are identified within a SOC report? It is important to assess the risk of any exceptions noted in a SOC report. The exceptions identified within the ETIS SOC report resulted in a qualification of that report. Wells Fargo was able to identify compensating controls for your Treasury Management Services SOC report that achieved the same control objectives implicated by the ETIS SOC report, and thus the risk of those exceptions has been mitigated. To the extent exceptions in tests of controls have been identified within a SOC report, we have disclosed those exceptions within the report. Regarding exceptions, we have disclosed: the extent of the issue, corrective actions taken by us to remediate the issue, and controls that mitigate the exceptions noted. Furthermore, KPMG has opined on the fairness of presentation, design effectiveness and operating effectiveness of the mitigating controls. KPMG's opinion within your unqualified SOC report evidences that, while exceptions may have been noted, they did not impact the achievement of the control objectives. What is the expected SOC reporting period for 2019 and when will tiie SOC reports be issued? The SOC reporting period that we intend to cover in 2019 will be from January 1,2019 to September 30,2019. We ejpect to issue our SOC reports to customers by mid-December 2019. We apologize for the delay in issuing our SOC reports. WELLS FARGO Attached please find the Treasury Management Services and Wells Fargo & Company Enterprise Technology and Information Security Groups (ETIS) System and Organization Controls (SOC) reports. You will notice that these reports cover the period from October i, 2017, to December 31, 2018. We extended our reporting period that traditionally ends on September 30 to address certain IT issues that we identified during 2018. Please see the reports for a description of issues and please see Section V of the reports to understand the actions we took to address these issues. As noted in the Treasury Management Services report, our controls were suitably designed and operated effectively to provide reasonable assurance that we achieved the control objectives throughout the SOC reporting period. Our independent accounting firm, KPMG, expressed an unqualified opinion in this regard. KPMG included an additional paragraph in its opinion within the Treasury Management Services report to note certain IT issues; however, this paragraph does not in any manner modify KPMG's opinion on the Treasury Management Services report. The IT issues are highlighted within our ETIS SOC 1 report and this report received a qualified opinion from KPMG because certain control objectives were not met during the SOC reporting period. However, as stated above, we successfully took additional actions for Treasury Management Services report as a result of the IT issues identified, as described in Section V of the reports, throughout the reporting period to address these issues. Therefore, our control objectives were achieved throughout the SOC reporting period. If you have any questions, please contact your relationship manager. The infomation contained herein is provided to you pursuant to the services agreement and must be treated in accordance with the standard ofcare specified therein. © 2019 Wells Fargo Bank. N A All rights reserved. n — Wells Fargo SOC reports Frequently asked questions for customers How does the qualified Wells Fargo & Company Enteiprise Technology and Information Security Groups (ETIS) SOC report impact my Treasury Management Services SOC report? As a result of extending the period covered by the SOC report through December 31,2018, we have been able to identify mitigating/compensating controls that were able to achieve the control objectives, within your report, implicated by the ETIS qualified SOC report. We are pleased to inform you that the additional work completed by Wells Fargo (and audited by our independent accounting firm, KPMG) has resulted in an unqualified SOC report. An additional paragraph has been included by KPMG in its opinion to increase awareness of the IT issues that caused the qualification of the ETIS SOC report. However, this paragraph does not in any manner qualify the opinion on your Treasury Management Services SOC report. Can you assure me that there was no unauthorized access and that our confidential customer information was not compromised? Access to our systems was appropriately authorized under our existing policies and procedures. We have not identffied any unauthorized application changes, nor do we have any reason to believe that any unauthorized changes have occurred. We also have no reason to believe that any confidential customer information has been compromised. What if testing exceptions are identified within a SOC report? It is important to assess the risk of any exceptions noted in a SOC report. The exceptions identified within the ETIS SOC report resulted in a qualification of that report. Wells Fargo was able to identify compensating controls for your Treasury Management Services SOC report that achieved the same control objectives implicated by the ETIS SOC report, and thus the risk of those exceptions has been mitigated. To the extent exceptions in tests of controls have been identified within a SOC report, we have disclosed those exceptions within the report. Regarding exceptions, we have disclosed: the extent of the issue, corrective actions taken by us to remediate the issue, and controls that mitigate the exceptions noted. Furthermore, KPMG has opined on the fairness of presentation, design effectiveness and operating effectiveness of the mitigating controls. KPMG's opinion within your unqualified SOC report evidences that, while exceptions may have been noted, they did not impact the achievement of the control objectives. What is Hie e:q>ected SOC reporting period for 2019 and when will the SOC reports he issued? The SOC reporting period that we intend to cover in 2019 will be from January 1,2019 to September 30,2019. We e3q)ect to issue our SOC reports to customers by mid-December 2019. We apologize for delay in issuing our SOC reports. WELLS FARGO Re: Wells Fargo Information Security Program Overview This letter provides an overview of Wells Fargo's Enterprise Information Security Program. Background Wells Fargo's Enterprise Information Security organization ("EIS") is responsible for protecting Wells Fargo systems, networks, and customer data through the design, execution, and oversight of the Information Security Program ("IS Program"). The Wells Fargo Board of Directors annually approves the IS Program and is routinely informed of the ongoing status of the program. All Wells Fargo organizations, team members, vendors, non-empioyees, and third parties with access to Wells Fargo systems or sensitive information are required to adhere to the IS Program. The IS Program defines requirements to ensure that information security risks are effectively Identified, assessed, mitigated, and reported throughout Wells Fargo. As a federally regulated financial institution, Wells Fargo meets government-mandated requirements concerning the management of risk within its information technology infrastructure. This includes being subject to internal audits, and independent external reviews and exams. The results of any such testing are reported to Wells Fargo management for appropriate assessment, resolution, or mitigation. IS Program The IS Program is reasonably designed and regularly assessed to ensure compliance with the Federal Financial Intuitions Examination Council ("FFIEC") guidance on information security and risk management, Gramm Leach Bliley Act Section 501(b), as well as other applicable laws and regulations. Additionally, the IS Program uses guidance from many industry best practices, including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, the Intemational Organization for Standardization C'ISO") 27002 standard, Payment Card Industry Data Security Standards (PCI-DSS) and COBrT 5. The Information Security Risk Management team within EIS is responsible for evaluating the current regulatory and risk environment to identify policy and standard needs. AM changes to the IS Program go through a review process that includes relevant subject matter experts; Line of Business representatives; and, in the case of regulatory implications. Wells Fargo's Law Department, Information Security Domains Wells Fargo's IS Program uses ten Information Security Domains as a common set of elements that aligns with our view of information security risk management. These Domains provide a customized approach that supports governance, transparency, and consistency by providing clear accountability for Identifying and remediating gaps. The ten Domains are: Third Party Information Security Management Application Information Security Identity and Access Management Infrastructure Information Security Vulnerability Management Data Protection Information Security Risk Management Business Process Information Security Cyber Defense Management Workplace Accountability Application Information Security Our Application Security program provides the controls, processes, and education necessary to reduce vulnerabilities that can be Introduced through the software development lifecycle in our business applications. The Application Security program provides an enterprise-wide set of policies and a consistent set of tools, which support a secure coding framework that reduces the introduction of potential vulnerabilities In the coding process. Additionally, scanning tools are used to identify potential problems prior to implementation. Cyber Defense Management The Cyber Threat Management ("CTM") team in EIS supports the IS Program's threat and vulnerability management, intrusion detection policies, and best practices. This team analyzes and assesses the internal and external threat landscape. CTM is responsible for leading enterprise-wide efforts to reduce our exposure to cyberattacks through 24/7/365 monitoring of several key information security control areas, including: • Management of security patches and security configurations • Condition and activity monitoring • Threat and vulnerability management • Patch management processes CTM often uses various evaluation tools to periodically measure how well our cybersecurity risk management practices are Integrated into our overall risk management practices. Data Protection Effective data protection management reduces the risk to Weils Fargo from Incidents related to information theft, loss, or disclosure. Hard drive encryption is required by policy and Implemented on all laptops. Email encryption is implemented and required by policy for all sensitive data. USB ports are locked down and only available for use with a Wells Fargo approved encrypted thumb drive. Additionally, data loss prevention technology is implemented across the enterprise to identify or block the transmission or release of confidential customer information. Identity and Access Management The type and extent of logical access controls to our network and systems are determined by risk criteria. Our standards prohibit access without a strict business need-to-know. We issue unique user identifications (user IDs) for access to our networks and systems, which do not contain confidential or identifying information. Our standards prohibit the sharing of user IDs. User IDs are provisioned by administrators, who maintain request documentation and approvals. User access rights are regularly reviewed through validation of continued business need. Passwords use non-display or masked fields for entry. Standards are in place to establish password complexity, change timeframes, and reuse criteria. All passwords are required to be encrypted. Network systems use an approved logon banner with appropriate prompts. System logon failures display a generic error message without specific reference to the error. System access and activity logs are reviewed for evidence of unauthorized activities and password violations. Two-factor authentication is used as appropriate throughout the enterprise to further strengthen our access controls. Information Security Risk Management Information security is a key risk type at Wells Fargo, which reflects heightened emphasis on Information Security Risk Management. As a key risk type, Information Security Risk Management is guided by a set of foundational principles that direct how Wells Fargo operates. These foundational principles include: • The Information Security Risk Functional Framework is intended to promote sound Information security risk management practices across the company. • The Risk Coverage Statement defines the most significant key risk types Wells Fargo must address and outlines the risk intensity factors considered when determining the degree of oversight necessary for risk-generating activities and functions. • The Statement of Risk Appetite utilizes risk appetite metrics to provide quantitative parameters for operating within risk appetite. • The Corporate Risk Strategy defines the future-state operating model for Corporate Risk. Together, these principles create a risk management framework that provides clarity, consistency, and a common risk language. Matware and Mobile Code Protection Malware protection and anti-virus controls are distinct elements of our IS Program standards. The standards require the installation, use, and maintenance of anti-virus and anti-malware software to detect malicious code on hardware, software, networks, and/or mobile devices. Testing and employment of such software is required and virus definitions are updated as they become available. It is our practice to perform anti-virus scanning at predefined intervals. Massachusetts and Nevada Data Protection Requirements The IS Program's structure and control standards are reasonably designed to ensure compliance with both the Massachusetts Standards for the Protection of Personal Information (201 CMR 17.00) and Nevada's Security of Personal Information (NRS 603A.200). Based on an analysis performed, we believe the IS Program meets the requirements of both laws. Media Handling Wells Fargo is responsible for confidential information In its possession on all types of media. We have established standards to govern proper labeling and handling of information media containing personal, financial, and other sensitive data. Network Architecture and Security Monitoring Our network security architecture is reviewed and approved by the Wells Fargo Architecture Review Board. Device types connecting to the Wells Fargo Network are also reviewed by the Architecture Review Board. Wells Fargo has a compliance policy and continuously scans network devices for compliance and vulnerabilities. Results are provided to the relevant authority for remediation based on risk and severity. Changes to our production systems must adhere to the corporate change control management process. Proposed environment changes are reviewed to ensure compliance with standards and approved by management prior to execution. Validation is performed when change activity Is executed. System level updates (such as security updates, software upgrades, and so forth) are reviewed and periodically applied as appropriate. We have a mature, risk-based security monitoring program that functions as part of a larger defense-in-depth model. This program follows a combination of industry best practices (e.g., SANS, OWASP) to ensure high-risk vulnerabilities are identified, and it is performed by both Wells Fargo and vetted, third-party security specialists. As a part of the program, both automated and manual testing is conducted at least annually, depending on scope and risk. The monitoring program includes: • Vulnerability scanning, web application testing, and penetration testing. • Examining routing tables, validating ail registered and internal IP addresses. • The use of commercial, non-commercial, and internally developed scanning tools. • Scans originating from both the Internet and from within the internal network. • A defined process for remediating findings and retesting based on risk and management directives. Privileged Access Program As part of Enterprise Access Management, the Privileged Access Program provides strategic leadership and execution for managing privileged access on enterprise-wide platforms and applications. This program provides oversight and governance concerning privileged access, including metrics and reporting, to ensure that privileged access across Wells Fargo is managed to the appropriate level of risk. Third Party Information Security Risk Management Wells Fargo has an established Third Party Risk Management Program. The Program reviews and assesses third parties prior to engagement and throughout the third-party relationship, using risk assessments conducted at intervals driven by the services provided. Third parties and their employees are required to adhere to applicable Wells Fargo standards. These standards also apply to all Wells Fargo non-employees located outside of the United States who have access to company and consumer information for purposes of delivering services to or on behalf of Wells Fargo. As part of this compliance obligation, contracts are in place with each third party that include the appropriate confidentiality language, non disclosure agreements, and security provisions. Team Member Training All team members and non-team members with access to Wells Fargo's systems or customer information must take annual training relating to customer information protection and Gramm Leach Bliley Act (GLBA) 501(b) compliance. Company-wide training, policies, and information handling standards continue to be updated to provide Wells Fargo team members the information they need to understand their role in protecting customer information. Team member background checks are performed, and are required for non- team members and third party service providers that will be handling Wells Fargo's customer information. Thank you for using Wells Fargo as a service provider. We greatly appreciate your trust and business. Sincerely, Rich Baich Chief Information Security Officer 1/8/2019 CRA Ratings Search Contact Us Privacy Policy Disclaimer FFIF.C Main CRA Main What's New Distressed and Underserved Tracts CR.'K Ratings Search Interagency Q&A Geocoding System Aaerecate Report Disclosure Report National Aggregate Rpt PDF Help HMDA FFIEC INTERAGENCY CRA RATING SEARCH Your search resulted in 33 matches ^ FFIEC Wclb ferc.0 W(V occ [Jojids, |=DTrrpTir<- I Row ' # 21 22 23 24 25 26 27 28 29 30 31 32 33 ir» A ExamID Agency Bank Name City [State CRA 1741 OCC :03/31/1998| WELLS FARGO BANK. NA. OutstancUm 1741 j OCC j09/3O/2O04i WF.LFS FARGO RANK. N A. j j SD -5 I OCC ,09/30/2012 I 1 ^ 03/13/2000105921 OCC 26983 FDIC 06/01/2002 26983- FDIC 08/01/2005 269831 FDIC 112/05/2008 I 21099: OCC 12/31/2013 WELLS FARGO BANK. SIOUX NATIONAL ASSOCIATION ^ FALLS WELLS FARGO BANK.. SIOUX ^Outstanding SD FALLS Needs to Improve Outstanding Asset Size (x 1,000) 87.202,254 ct)Al4— $403,258,000 WELLS FARGO FINANCIAL i SIOUX i ,n e » eC BANK FALLS ' |Outstand.ng $1,749,176,000 $6,167,098 $1,162,537 Exam Method Large bank Large bank WELLS FARGO FINANCIAL j SIOUX i cta U _ BAiiK _ : FALJ,S Outstanding WELLS FARGO FINANCIAL j SIOUX BANK i FALLS SD Outstanding $2,054,798 $5,987,531 21099! OCC 21099i OCC 22897' OCC ! LAS VEGAS ,Ny :Satisfactory NATIONAL BANK I 06/30/2006i W^^LS FARGO FINANCIAL VEGAS I NB 12/31/2009 1,976,763 Large bank \ Large bank Wholesale/Limitedl Purpose Wholesale/Limited Purpose NV [Outstanding $2,001,750 WELLS FARGO FINANCIAL ^ ^ ^ LASVEGASi NV ■Satisfactory $6,233,265 Wholesale/Limited Purpose Wholesale/LimitedPu^ose ' Wholesale/Limitedj Purpose Wholesale/Limited Purpose linn/tOQ/;' WELLS FARGO HSRC SAN rA c .• f , ' coo, .nn! TRADE RANK. N.A. FRANCISCO' '^1 S291,300 22897: OCC 108/07/2000!WELLS FARGO HSBC SAN TRADE BANK. N.A. iFRANCISCOl CA Satisfactory 228971 nrr !nfi/'*ft/2nn<^l WELLS FARGO HSBC SAN I r-A in f t A-22897 OCC ,06/30/2006 tradF RANK N A ERANCISCO Outstanding 112 $740,575 $1,508,426 Not Reported Not Reported Wholesale/Limited Purpose https://www.ffiec,gov/%5C/craratings/defauit.aspx 1/2 3/11/2019 FDIC*CQrtificate#3511 OCC Charter # 1 Public Custom Report FRB District/ID^RSSD 9 / 451965 County; MINNEHAHA Print UBPR Report - FFIEC Central Data Repository's Public Data Distribution WELLS FARGO BANK, NATIONAL ASSOCIATION ; SIOUX FALLS , SD Summary Ratios-Page 1 Summary Ratios 3/11/2019 5:27:34 PM Earnings and Profitability Percent of Average Assets; Interest Income (TE) - Interest Expense Net Interest Income (TE) + Noninterest Income - Noninterest Expense - Provision: Loan & Lease Losses Pretax Operating Income (TE) Realized Gains/Losses Sec Unrealized Gains / Losses Equity Sec Pretax Net Operating Income (TE) Net Operating Income Adjusted Net Operating Income Net Inc Attrib to Min Ints Net Income Adjusted Sub S Net Income Margin Analysis: Avg Earning Assets to Avg Assets Avg Int-Bearing Funds to Avg Assets Int Inc (TE) to Avg Earn Assets Int Expense to Avg Earn Assets Net int Inc-TE to Avg Earn Assets Loan & Lease Analysis: Net Loss to Average Total LN&LS Earnings Coverage of Net Losses (X) LN&LS Allowance to LN&LS Not HFS LN&LS Allowance to Net Losses (X) LN&LS Allowance to Total LN&LS Total LN&LS-90+ Days Past Due -Nonaccrual -Total 12/31/2018 12/31/2017 12/31/2016 12/31/2015 12/31/2014 BANK CPG PCT BANK CPG PCT BANK CPG PCT BANK CPG PCT BANK CPG PCT 3.56 3.59 57 3.20 3.27 42 2.95 3,18 28 2.92 3.22 28 3.03 3.45 28 0,56 0.61 28 0.35 0.37 28 0.22 0,28 28 0.14 0.25 28 0.16 0.27 28 3.00 2.98 71 2.85 2.90 42 2.73 2,90 28 2.78 2.98 28 2.87 3.18 28 1.51 1,14 71 1.47 1.16 57 1.65 1,22 71 1.74 1.20 71 1.86 1.18 57 2.76 2,33 85 2.68 2.34 71 2.42 2,24 71 2.44 2.22 71 2.62 2.48 57 0.13 0,20 28 0.14 0.14 42 0.21 0,45 42 0.14 0.19 42 0.05 0.15 14 1.62 1,59 42 1.51 1.58 42 1.75 1,43 42 1.94 1,77 71 2.05 1.73 71 0,01 -0,02 57 0.03 0.02 85 0.05 0,03 71 0.05 0.05 57 0.03 0.03 71 0.00 0,00 83 N/A 0.00 N/A N/A 0.00 N/A N/A 0.00 N/A N/A 0.00 N/A 1,63 1,57 42 1.54 1,60 42 1.80 1,46 57 1.99 1.82 57 2.09 1.75 71 1.29 1,27 42 1.23 1.07 42 1.19 0,99 42 1.33 1.19 71 1.38 1,16 71 1,26 1,22 42 1.22 1.00 57 1.21 1,14 57 1.31 1.22 57 1.26 1.13 71 0.00 0,00 57 0.00 0.00 57 0.00 0.00 14 0.01 0.00 71 0.01 0.01 71 1.28 1,26 42 1.23 1,06 42 1.19 0,99 42 1.32 1.18 71 1.37 1,16 71 1,28 1,26 42 1.23 1.06 42 1.19 0,99 42 1.32 1.18 71 1.37 1.16 71 92,91 92,07 71 92.85 91,93 71 92.95 91.55 71 93.38 91.02 71 92.91 90,42 71 84,14 76,81 85 83.67 75.90 71 83,47 75,34 71 83.11 74.80 85 83.04 74,01 85 3.83 3.89 57 3.45 3.56 28 3.17 3.48 28 3.12 3.55 28 3.26 3,81 14 0.60 0.66 28 0.37 0.40 28 0.24 0.30 28 0.15 0.27 28 0.17 0.30 28 3.23 3.23 57 3.07 3.15 42 2.94 3.17 28 2.97 3.27 28 3,09 3.51 14 0.29 0.38 42 0.29 0.33 42 0.35 0.43 42 0.29 0.25 57 0.29 0.29 57 10.72 10.24 57 10.18 11.95 71 9.96 9,11 71 12.59 46.07 57 12.50 68.24 57 1.03 1.07 57 1.09 1.18 42 1,14 1.30 42 1.18 1.17 57 1,32 1.26 57 3.50 3.87 57 3.71 4.94 57 3,23 3.97 57 4.07 20.39 42 4.58 23.06 42 1.02 1.07 57 1.07 1.17 42 1.11 1.29 42 1.16 1.16 57 1.30 1.25 57 1.01 0.36 85 1.41 0.48 85 1,44 0.57 85 1.91 0.74 85 2.53 1.01 85 0.65 0.46 85 0.76 0.65 71 0.98 0.85 71 1,06 0.70 85 1.25 0.79 71 1.66 0.82 85 2.17 1.13 85 2.43 1.42 85 2.98 1.45 85 3.79 1.80 85 Liquidity Net Non Core Fund Dep New $250M Net Loans & Leases to /Assets Capitalization Tier One Leverage Capital Cash Dividends to Net Income Retained Earnings to Avg Total Equity Rest+Nonac+RE Acq to Eqcap+ALLL Growth Rates 9.95 54.59 11.54 64.87 42 28 11.87 53.28 9.80 63.32 57 28 12.87 54.09 9.35 63.64 57 28 9.49 54.55 12.51 65.89 42 28 7.66 53.82 13.70 65.82 28 28 8.6365 9.27 28 8.3854 9.07 14 7,7121 8.82 28 8.0100 9.25 14 8.0600 9.60 14 94.61 66.85 85 75.06 66.92 42 59.47 68.70 42 65.23 52.51 57 86.87 56.36 85 0.71 3.82 14 3.30 2.88 57 5.26 4.50 57 4.87 4.95 57 1.81 3.89 28 8.98 5.47 71 10.21 7.00 71 13.02 8.97 85 14,48 8.94 65 16.99 10.79 85 Total Assets -3.32 0,50 28 1.16 3.00 28 7.24 8.68 42 5.08 10.45 42 11.59 15.40 57 Tier One Capital -0.43 3.47 28 8.37 6.36 57 4.19 4.48 57 5,85 7,52 57 8.90 16.54 42 Net Loans & Leases -0.93 2.80 14 -0.36 2.46 28 6.34 5,31 57 6.49 10,61 42 6.26 15,65 14 Short Term Investments -13.60 -14,01 42 -1.44 13.19 42 -6.92 47.55 28 -2.48 19,57 28 15.74 30,47 28 Short Term Non Core Funding -9,22 1,58 57 20.58 17.17 71 6.93 -7.06 71 6.15 10,14 42 22.59 31.30 42 Average Total Assets Total Equity Capital Net Income Number of banks in Peer Group 1,687,419,750 164,901,000 21,667,000 6 1,731,097,750 166,160,000 21,317.000 1,692,170,250 155,377,000 20,179,000 1.567,613,250 150,513,000 20,696,000 6 1,431,489,250 144,984,000 19,569,000 http8://cdr.ffiec.gov/Publlc/Reports/UbprReportPrint.aspx?t=17%3a27%3a11.6633495 1/2 4/2/2019 ' Federal Reserve Board - Responding to widespread consumer abuses and compliance breakdowns by Wells Fargo, Federal Reserve rest. Press Release February 02, 2018 Responding to widespread consumer abuses and compliance breakdowns by Wells Fargo, Federal Reserve restricts Wells' growth until firm improves governance and contrdls. Concurrent with Fed action, Wells to replace three directors by April, one by year end For release at 6:15 p.m. EST Share ^ Responding to recent and widespread consumer abuses and other, compliance breakdowns by Weils Fargo, the Federal Reserve Board on Friday announced that it would restrict the growth of the firm until it sufficiently improves its governance and controls. Concurrently with the Board's action, Wells Fargo will replace three current board members by April and a fourth board member by the end of the year. In addition to the growth restriction, the Board's consent cease and desist order with Wells Fargo requires the firm to improve Its governance and risk management processes, including strengthening the effectiveness of oversight by its board of directors. Until the firm makes sufficient improvements, it will be restricted from •growing any larger than its total asset size as of the end of 2017. The Board required each current director to sign the cease and desist order. "We cannot tolerate pervasive and persistent misconduct at any bank and the consumers harmed by Wells Fargo expect that robust and comprehensive reforms will be put in place to make certain that the abuses do not occur again,"'Chair Janet L. Yellen said. "The enforcement action we are taking today will ensure that Wells Fargo will not expand until it is able to do so safely and with the protections needed to manage all of its. risks and protect its customers." In recent years, Wells Fargo pursued a business strategy that prioritized its overall growth without ensuring appropriate management of all key risks. The firm did not have an effective firm-wide risk management framework in place that covered all key risks. This prevented the proper escalation of serious compliance breakdowns to the board of directors. The Board's action will restrict Wells Fargo's growth until its governance and risk management sufficiently improves but will not require the firm to cease current activities, including accepting customer deposits or making consumer loans. Emphasizing the.need for improved director oversight of the firm, the Board has sent letters to each current Wells Fargo board member confirming that the firm's board of directors, during the period of compliance breakdowns, did not meet supervisory expectations. Letters were also sent to former Chairman and Chief Executive Officer John Stumpf and past lead independent director Stephen Sanger stating that their performance in those roles, in particular, did not meet the Federal Reserve's expectations. For media inquiries, call 202-452-2955. ^ Attachment 1 (PDF) n n . j Attachment 2 (PDF) , ' j https://www.federalreserve.gov/newsevents/pressreleases/enforcement20180202a.htm 1/2 4/2/2019 -Federal Reserve Board - Federal Reserve Board announces $246 million fine against BNP Paribas S.A. and certain of its U.S. subsidiarie. Press Release July 17, 2017 Federal Reserve Board announces $246 million fine against BNP Paribas S.A. and certain of its U.S. subsidiaries for unsafe and unsound practices For release at 1:30 p.m. EDT Share ^ The Federal Reserve Board on Monday announced that it will fine BNP Paribas S.A. and certain of its U.S. subsidiaries $246 million for the firm's unsafe and unsound practices in the foreign exchange (FX) markets. The Board levied the fine after finding deficiencies in BNP Paribas's oversight of, and internal controls over, FX traders who buy and sell U.S. dollars and foreign currencies for the firm's own accounts and for customers. The firm failed to detect and address that its traders used electronic chatrooms to communicate with competitors about their trading positions. The Board's order requires BNP Paribas to improve its senior management oversight and controls relating to the firm's FX trading, in January 2017, the Board permanently prohibited former BNP Paribas trader Jason Katz from participating in the banking industry for his manipulation of FX prices. The Board is also prohibiting the firm from re- employing individuals who were involved in the conduct underlying this enforcement action. For media inquiries, call 202-452-2955 Attachment (PDF) Related Content Board Votes Last Update: October 06, 2017 https://www.federaireserve.g6v/newsevents/pressreleases/enforcement20170717a.hlm 1/1 4/2/2019 The Fed - Enforcement Actions Search Enforcement Actions Search Enforcement Actions To find enforcement actions against an entity supervised by the Federal Reserve, enter the NAME of the party subject to action in the search form below. The search form can be used with or without the NAME of the party by selecting A TYPE of action, a year of action or termination, or all three. Select search criteria; you can search on any field or combination of fields. Type of action: ALL ' Year of action: ALL ' Party subject to action wells fargo Year of termination: ALL » Clear Search The database contains 22 records that match your search criteria. Action date Effective Termination (mm/dd/yyyy) • (mm/dd/yyyy) 02/02/2018 02/28/2013 02/09/2012 07/20/2011 04/13/2011 Party subject to action Banking organization Individual (institution affiliation) Wells Fargo r<iVad^tv-vj dm h WELLS FARGO & COMPANY San Francisco, California Weils Fargo & Company, San Francisco, California Wells Fargo & Company, San Francisco, California Welts Fargo Financial, Inc., Des Moines, Iowa Wells Fargo & Company, San Francisco, California Enforcement action A Cease and Desist Press Release Amendment to 4/13/2011 Order to Cease and Desist Press Release Civil Money Penalty. $87,000,000 Press Release Cease and Desist, Civil Money Penalty,885.000,000 Press Release Cease and Desist Press Release https://www.federalresetve.gov/apps/enforcementactions/search.aspx 1/2 4/2/2019 Action date Effective Termination (mm/dd/yyyy) ^ (mm/dd/yyyy) A 08/26/2010 06/11/2010 05/20/2010 02/18/2010 02/18/2010 The Fed - Enforcement Actions Search Party subject to action Banking organization Individual (Institution affiliation) James Buckley Saunders Wells Fargo Financial Inc., Des Molnes, Iowa a nonbank subsidiary of Wells Fargo & Company, San Francisco. California Bernardo Castaneda Wells Fargo Financial, Inc., Des Moines, Iowa, a nonbank subsidiary of Wells Fargo & Company, San Francisco. California Jason Maguire Wells Fargo Financial. Inc., Des Molnes. Iowa Wells Fargo & Company, San Francisco. California Steven T. Oukiet Wells Fargo Financial, Inc., Des Moines, Iowa, Wells Fargo & Company, San Francisco, California Sandy Abbas Wells Fargo Financial, Inc., Des Moines, Iowa Wells Fargo & Company, San Francisco, California Enforcement action A Prohibition from Banking Order (PDF) Prohibition from Banking Order (PDF) Prohibition from Banking Order (PDF) Prohibition from Banking Order (PDF) Prohibition from Banking Order (PDF) First Previous 1 Next Last Last Update: January 15, 2019 https://www.federalreserve.gov/apps/enforcementactions/search.aspx 2/2 4/z/^u I a huio: banKi-ina - wens r-argo canK, National Association Mvif Wells Fargo Bank* National Association (FDIC # 3511) Active Insured Since January 1,1934 Data as of: March 27, 2019 Wells Fargo Bank, National Association is an active bank FOIC Certificate#: Headquarters: Locations: Established: Insured: Bank Charter Class: Primary Federal Regulator Secondary Federal Regulator: Corporate Website: http://www.wellsfargo.com Consumer Assistance: http://www.helpwithmybank.gov Contact the FDIC about: Wells Fargo Bank, National Association 3511 101 N. Phillips Avenue Sioux Falls, SD 57104 Minnehaha County 5636 domestic in 42 states, 0 in territories, and 38 in foreign locations January 1, 1870 January 1, 1934 National Bank Office of the Comptroller of the Currency Consumer Financial Protection Bureau -ocations History Identifications Financials Other Names / Websites Showing 1 to 25 of 5,674 entries UNiNUM Number Name Address County City 186928 806 /VgenWna Branch (Frgn)Rivadavia 501 Buenos Aires 360125 5505 George Town Branch (Frgn)Fort Street George Town 210425 8119 Georgetown Branch (Fi^n)West Wind Buildirtg Georgetown 216274 8083 Grand Cayman Brandi (Frgn)West Wind Building Georgetown 227739 7898 Georgetown Branch (Frgn)Main Street Georgetown 234422 7032 Georgetown Branch (Frgn)Main Street Georgetown 191129 8560 Georgetown Branch (Frgn)Cardinal Avenue Georgetown 191428 8463 Georgetown Branch (Frgn)Huntlaw Building Georgetown 195964 2888 Georgetown Branch (Frgn)Bank Of Montreal Building Georgetown state Zip Service Type Full Service Office Full Service Office Full Service Office Full Service Office Full Service Office Full Service Office Full Service Office Full Service Office Full Service Office Brick and Brick and Brick and Brick and Brick and Brick and Brick and Brick and Brick and Mortar Mortar Mortar Mortar Mortar Mortar Mortar Mortar Mortar Established Date 12/29/1980 03/27/1986 01/16/1978 06/01/1973 06/02/1978 03/15/1973 03/31/1976 O2A01/1974 06/12/1974 Acquired Date 05/30/1986 02/20/2004 03/20^010 03/20/2010 03/20/2010 03/20/2010 03/20/2010 03/20/2010 06/01/1997 hMrxc-Z/i-oeoaroh Min nr.w/hanb'finH/Hotoil h1mldhar»V=1«;i1 AnamosWollc ParnrN DanlrO/.dr MoHcnal Aeert.»iatir>nJlcoor/<hMamos!w>ollc farnr.A,«a9rr-hCrli<>=AHh/=Ae»ato=*.-7ir>_Aa/<Hrocc=AeoarrhlA/i«hin=Aar>ti 1/^ 3/11/2019 Wells Fargo Announces Community Reinvestment Act Rating | Wells Fargo Online Newsroom Wo use cookies on this site to enhance your user experience- By clicking OK you are giving your consent for us to set cookies. More info • OK. I agree No. thanks Newsroom ' News Releases Wells Fargo Announces Community Reinvestment Act Rating Wells Fargo Announces Community Reinvestment Act Rating Print . Share Rating lowered despite an overall "Outstanding"Performance Exam, demonstrated commitment to low- and moderate-income communities Posted In: Corporate and Ftnancial March 28, 2017 SAN FRANCISCO-fBUSINESS WIREI—Wells FarQo & Company (NYSE; WFC) today announced the results of its most "recent Community Reinvestment Act (CRA) Performance Evaluation, which covers the years 2009-2012. Despite citing Wells Fargo Bank, N.A.'s overall "Outstanding" performance on the exam's components, the Office of the Comptroller of the Currency (OCC) downgraded the bank's final, rating to "Needs to Improve" due to previously issued regulatory consent orders. A copy of the OCC's entire report can be found on Wells Fargo's website. "We are disappointed with this rating given Wells Fargo's strong track record of lending to, investing in and providing service to low- and moderate-income communities. However, we are committed to addressing the OCC's concerns because restoring trust in Wells Fargo and building a better bank for our customers and our communities Is our top priority," said Tim Sloan, Wells Fargo's CEO and president. "Wells Fargo Is deeply committed to economic growth, sustainable homeownership and neighborhood stability In low- and moderate-income communities and will continue to invest above and beyond what is required by CRA." Established by Congress in 1977, the CRA encourages banks to meet the credit needs of all segments of the communities where and v/ith whom they do business, including low- and moderate-income (LMI) populations and individuals. This is the first time since 1994, when exam results began being publicly disclosed, that Wells Fargo Bank, N.A.'s final rating has been anything other than the highest overall CRA rating of "Outstanding." On the performance aspects of this exam, the OCC rated Wells Fargo's overall CRA performance as "Outstanding." On the individual components of the exam. Wells Fargo received an "Outstanding" on the Lending Test (which makes up 50 percent of the exam), an "Outstanding" on the Investment Test, and a 'High Satisfactory" on the Service Test. Wells Fargo's efforts were also rated a minimum of "Satisfactory" across all 54 states and multi-state metropolitan areas reviewed by the OCC for the timeframe concluding In 2012. "V/ith more than four years having passed since the end of our last CRA evaluation period, Wells Fargo intends to ask the OCC to accelerate the timing of its next exam so that we may continue to serve most effectively the low- and moderate-income communities In which we operate," Sloan continued. Despite their decision to downgrade the final rating on "non-CRA performance factors," the OCC in Its Performance Evaluation cited Weils Fargo's work on CRA-related activities during the exam period, including lending levels that reflected 'excellent responsiveness to the credit needs in the majority" of the LMI assessment areas. It also found that Wells Fargo demonstrated leadership in providing community development services, Including efforts by the bank's team members to provide financial education seminars and participate on boards for organizations that serve LMI populations. The OCC noted in particular that community contacts Indicated that Weils Fargo was particularly responsive to the needs of those in LMI areas, citing a number of examples, including: n A $14.75 million investment in Orlando, Florida, that ailowed a food bank to take In more than 3 million additional pounds of food annually; n A $450 million loan to refinance a 1,689-unit Section 8 affordable housing complex In New York City; and, Newsroom News Releases Company Overview Financial Information Multimedia Resources Wells Fargo Stories Corporate Social Responsibility Advanced Search https://newsroom.wf.comypress-release/corporate-and-financial/wells-fargo-announces-cornmunity-relnvestment-act-rating 1/3 3/11/2019 ' Wells Fargo Announces Community Reinvestment Act Rating [ Wells Fargo Online Newsroom n Having approximately 40 percent of Wells Fargo's retail bank branches iocated within or.directly bordering LMI communities. Since the exam period, Wells Fargo has continued a deep and broad commitment to all communities it serves that exceeds CRA requirements, originating more home loans than any other bank In America over the last six years to African-Americans, Asians, Hispanics, Native Americans, LMI borrowers, and residents of LMI neighborhoods. For example, Wells Fargo recently announced a $60 billion lending commitment with a goal of creating at least 250,000 new African American homeowners by 2027, the second such initiative the bank has announced to advance homeownership for minorities, first-time homebuyers and LMI customers. In 2015, Wells Fargo announced a $125 billion lending goal for Hispanic homeowners as part of the National Association of Hispanic Real Estate Professionals' Hispanic Wealth Project. In addition to home lending, Wells Fargo is a leader in Equity Equivalent Investments, managing a $250 million portfolio that provides a significant source of capital for many community development organizations. Wells Fargo also launched the Diverse Community Capital program, a three-year, $75 million initiative that helps Community Development Financial Institutions provide capital, technical assistance, business planning, and other resources to diverse-owned businesses. In addition, Wells Fargo made $21 billion in small business loans of less than $1 million each in 2015. Wells Fargo's commitment to LMI communities also has included philanthropy, such as: n Donating more than $1.1 billion since 2013 to nonprofits, educational programs and schools, including nearly $578 million for diverse communities. n Providing nearly $440 million in grants during the same time period to charitable organizations that focus on community development in distressed communities, covering causes such as affordable housing, homeownership counseling, financial education, workforce development and job creation. Wells Fargo also plans to make community investments of more than $100 million by 2020 to advance causes such as social inclusion, and development of women and diverse leaders as part of its new Corporate Social Responsibility (CSR) goals. More Information on Wells Fargo's most recent GSR performance and its commitment to community investment can be found at Wells Fargo's Stories site or in its 2016 annual report About Wells Fargo Wells Fargo & Company (NYSE: WFC) is a diversified, community-based financial services company with $1.9 trillion in assets. Founded in 1852 and .headquartered in San Francisco, Wells Fargo provides banking, insurance. Investments, mortgage, and consumer and commercial finance through more than 8,600 locations, 13,000 ATMs, the Internet fwelisfaroo.coml and mobile banking, and has offices in 42 countries and territories to support customers who conduct business in the global economy. With approximately 269,000 team members, Weils Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 27 on Fortune's 2016 rankings of America's largest corporations. Wells Fargo's vision is to satisfy our custoniers' financial needs and help them succeed finandally. Cautionary Statement About Forward-Looking Statements This news release contains forward-looking statements about our future fi nancial performance and business. Because forward-looking statements are based on our current expectations and assumptions regarding the future, they are subject to'inherent risks and uncertainties, Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information .about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under "Risk Factors" In our Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission and available on Its website at www.sec.aov. Wells Fargo & Company Media Jennifer Dunn, 202-303-2966 lennlfer.G.dunngiwellsfarQo.com @3enniferDunnWF Investors Jim Rowe, 415-396-8216 •com - ¨ We provide links to external websites for your convenience. Wells Fargo does not endorse and Is not responsible for their content, links, privacy policies, or security polldes. https-7/newsroom.wf.com/press-release/corporate-and-flnancial/wells-fargo-announces-community-reinv8Slment-act-rating 2/3 3/11/2019 OCC: OCC Assesses $500 Million Penalty Against Wells Fargo, Orders Restitution for Unsafe or Unsound Practices o Office of the Comptroller of the Cutrency U.S. Department of thelYei^ury [https://occ.gov/index.hlml] NR 2018-41 FOR IMMEDIATE RELEASE Contact: Bryan Hubbard April 20, 2018 ^202) 649-6870 OCC Assesses $500 IVIIIIIon Penalty Against Wells Fargo, Orders Restitution for Unsafe or Unsound Practices WASHINGTON—The Office of the Comptroller of the Currency (OCC) today assessed a $500 million civil money penally against Wells Fargo Bank N A and ordered the bank to make restitution to customers harmed by its unsafe or unsound practices, and develop and implement an effective enterprise-wide ' compliance nsk management program. The OCC's action was closely coordinated with an action by the Bureau of Consumer Financial Protection and made possible through the collaborative approach taken by the bureau. Separately, the bureau assessed a $1 billion penalty against the bank and credited the amount collected by the OCC toward the satisfaction of its fine. The OCC took these actions given the severity of the deficiencies and violations of law, the financial harm to consumers, and the bank's failure to correct the deficiencies and violations in a timely manner. The OCC found deficiencies In the bank's enterprise-wide compliance risk management program that constituted recWess, unsafe, or unsound practices and resulted in violations of the unfair practices prong of Section 5 of the Federal Trade Commission (FTC) Act. In addition, the agency found the bank violated the FTC Act and engaged in unsafe and unsound practices relating to improper placement and maintenance of collateral protection insurance policies on auto loan accounts and improper fees associated with interest rate lock extensions. These practices resulted In consumer harm which the OCC has directed the bank to remediate. The $500 million civil money penalty reflects a number of factors, including the bank's failure to develop and implement an effective enterprise risk management program to detect and prevent the unsafe or unsound practices, and the scope and duration of the practices. The OCC perialty will be paid to the U S Treasury The OCC also reserves the nght to take additional supervisory action, including imposing business restrictions and making changes to executive officers or members of the bank s board of directors. The order also modifies restrictions placed on the bank in November 2016 relating to the approval of severance payments to employees and the appointment of senior executive officers or board members. The onginai restrictions related to severance payments applied to all employees, which unnecessarily delayed severance payments to employees who were not responsible for the bank's deficiencies or violations. This order maintains restrictions on the approval of ' severance payments to senior and execufive officers and the appointment of senior executive officers or board members. V Related Links • Consent Order for the Assessment of a Civil Money Penalty (PDF) • Cease and Desist Order (PDF) ### https://www.occ.gov/news-issuances/n8ws-releases/2018/nr-occ-2018-41.html 3/11/2019 OCC: OCC Assesses Penalty Against Wells Fargo; Orders Restitution for Violations of the Servicemembers Civil Relief Act oOffice of the Comptroller of the Currency U.S. Deparlmwit of the Treasury Ihttps;//ccc.gov/index.html] NR 2016-119 FOR IMMEDIATE RELEASE * r, September 29. 2016 OCC Assesses Penalty Against Wells Fargo; Orders Restitution for Violations of the Servicemembers Civil Relief Act of the Currency (OCC) today assessed a $20 million civil money penalty against Wells Fargo Bank N A andordered the bank to make restitution to servicemembers who were harmed by the bank's violations of the Servicemembers Civil Relief Act (SCRA). approxlrnatejy 2006 and 2016. the bank violated three separate provisions of the SCRA. The bank failed to: fi) provide the 6-Dercent obligations or [labilities Incurred before military service; (ii) accurately disclose servicemembers' active duty status to the court nnrnhpr f ®®^'®®'j"®'^.^®''®: ("') Obtain court orders prior to repossessing servicemembers' automobiles. The $20 million penalty bank?SCFW com^^^ frequency of violations, the financial harm to the servicemembers. deficiencies and weaknesses in theoanK s bCKA compliance program and ineffective compliance risk management. The penalty will be paid to the U.S. Treasury. Servicemembers eligible for restitution include (hose who were financially harmed as a result of the violations. The OCC's order also requires the bank to take corrective action to establish an enlerprise-wide SCRA compliance program to detect and prevent future SCRA violations. ?epo°se"o Division, which issued a separate order today related to the bank's Related Links • Consent Order for the Assessment of a Civil Money Penalty (PDF) • Cease and Desist Order (PDF) ### https://www.occ.gov/news-Issuances/news-releases/2016/nr-occ-2016-119.html 3/11/2019 OCC; OCC Assesses Penalty Against Wells Fargo, Orders Restitution for Unsafe or Unsound Sales Practices o Office of the Comptroller of the Currency U.S. Department ot the Tlreasury [https://occ.gov/index.html] NR 2016-106 FOR IMMEDIATE RELEASE Contact: Bryan Hubbard Septembers, 2016 (202)649-6870 OCC Assesses Penalty Against Wells Fargo, Orders Restitution for Unsafe or Unsound Sales Practices WASHINGTON—The Office of the Comptroller of the Currency (OCC) today assessed a $35 million civil money penalty against Wells Fargo Bank, N.A., and ordered the bank to make restitution to customers who were harmed by the bank's unsafe or unsound sales practices. The sales practices the OCC found to be unsafe or unsound included the unauthorized opening of deposit or credit card accounts and the transfer of funds from authorized, existing accounts to unauthorized accounts. The $35 million civil money penalty reflects a number of fa ctors, including the bank's failure to develop and implement an effective enterprise risk management program to detect and prevent the unsafe or unsound sales practices, and the scope and duration of the practices. The penalty will be paid to the U.S. Treasury. ' Customers eligible for restitution include those who were financially harmed as a result of the unsafe or unsound sales practices. The OCC order also requires the bank to take corrective action to establish an enterprise-wide sales practices risk management and oversight program to detect and prevent unsafe or unsound sales practices. The OCC is taking this action in coordination with the Consumer Financial Protection Bureau (CFFB) and the Los Angeles City Attomey. Restitution payments made by the bank to customers pursuant to the OCC's order will also satisfy Identical obligations required by the CFFB and the Los Angeles City Attorney. Related Links • • Consent Order for the Assessment of a Civil Money Penalty (PDF) • Cease and Desist Order (PDF) ### https://www.occ.gov/news-issuances/news-releases/2016/nr-occ-2016-106.html 1/1 ;3/n/;^oi9 OCC: Comptroller Statement Regarding Wells Fargo Fair Lending Settlement Office ol the Comptroller of the Currency U.S. Oopartment of the Treasuiy [httpsiV/occ.gov/index.html] NR 2012-107 FOR IMMEDIATE RELEASE July 12, 2012 Contact: Bryan Hubbard (202) 874-5770 Comptroller Statement Regarding Wells Fargo Fair Lending Settlement ^ =P"ference announcing a fair lending settlement SS=E£aS=SsSS^^^ ### https://www.6cc.gcv/news-issuances/news-releases/2012/nr-occ-2012-107.html I KpU G2o^/l. uw^'l WELLS FARGO Re: Wells Fargo Information Security Program Overview This letter provides an overview of Wells Fargo's Enterprise Information Security Program. Background Wells Fargo's Enterprise Information Security organization ("EIS") is responsible for protecting Wells Fargo systems, networks, and customer data through the design, execution, and oversight of the Information Security Program ("IS Program"). The Wells Fargo Board of Directors annually approves the IS Program and is routinely informed of the ongoing status of the program. All Wells Fargo organizations, team members, vendors, non-employees, and third parties with access to Wells Fargo systems or sensitive information are required to adhere to the IS Program. The IS Program defines requirements to ensure that Information security risks are effectively identified, assessed, mitigated, and reported throughout Weils Fargo. As a federally regulated financial institution, Wells Fargo meets government-mandated requirements conceming the management of risk within its information technology infrastructure. This includes being subject to internal audits, and independent external reviews and exams. The results of any such testing are reported to Wells Fargo management for appropriate assessment, resolution, or mitigation. IS Program The IS Program is reasonably designed and regularly assessed to ensure compliance with the Federal Financial Intuitions Examination Council ("FREC") guidance on information security and risk management, Gramm Leach Bliley Act Section 501(b), as well as other applicable laws and regulations. Additionally, the IS Program uses guidance from many industry best practices, Including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, the Intemational Organization for Standardization ("ISO") 27002 standard, Payment Card Industry Data Security Standards (PCI-DSS) and COBIT 5. The Information Security Risk Management team within EIS is responsible for evaluating the current regulatory and risk environment to identify policy and standard needs. All changes to the IS Program go through a review process that includes relevant subject matter experts; Line of Business representatives; and, in the case of regulatory implications, Wells Fargo's Law Department. Information Security Domains Wells Fargo's IS Program uses ten Information Security Domains as a common set of elements that aligns with our view of information security risk management. These Domains provide a customized approach that supports governance, transparency, and consistency by providing clear accountability for identifying and remediating gaps. The ten Domains are: Third Party Information Security Management Application Information Security Identity and Access Management Infrastructure Information Security Vulnerability Management Data Protection Information Security Risk Management Business Process Information Security Cyber Defense Management Workplace Accountability Application Information Security Our Application Security program provides the controls, processes, and education necessary to reduce vulnerabilities that can be introduced through the software development lifecycie in our business applications. The Application Security program provides an enterprise-wide set of policies and a consistent set of tools, which support a secure coding framework that reduces the introduction of potential vulnerabilities in the coding process. Additionally, scanning tools are used to identify potential problems prior to implementation. Cyber Defense Management The Cyber Threat Management C'CTM") team In EIS supports the IS Program's threat and vulnerability management, intrusion detection policies, and best practices. This team analyzes and assesses the internal and external threat landscape. CTM is responsible for leading enterprise-wide efforts to reduce our exposure to cyberattacks through 24/7/365 monitoring of several key information security control areas, including: • Management of security patches and security configurations • Condition and activity monitoring • Threat and vulnerability management • Patch management processes CTM often uses various evaluation tools to periodically measure how well our cybersecurity risk management practices are Integrated into our overall risk management practices. Data Protection Effective data protection management reduces the risk to Weils Fargo from incidents related to information theft, loss, or disclosure. Hard drive encryption is required by policy and implemented on all laptops. Email encryption is implemented and required by policy for all sensitive data. USB ports are locked down and only available for use with a Wells Fargo approved encrypted thumb drive. Additionally, data loss prevention technology is implemented across the enterprise to identify or block the transmission or release of confidential customer information. Identity and Access Management The type and extent of logical access controls to our network and systems are determined by risk criteria. Our standards prohibit access without a strict business need-to-know. We issue unique user identifications (user IDs) for access to our networks and systems, which do not contain confidential or Identifying information. Our standards prohibit the sharing of user IDs. User IDs are provisioned by administrators, who maintain request documentation and approvals. User access rights are regularly reviewed through validation of continued business need. Passwords use non-display or masked fields for entry. Standards are in place to establish password complexity, change timeframes, and reuse criteria. All passwords are required to be encrypted. Network systems use an approved logon banner with appropriate prompts. System logon failures display a generic error message without specific reference to the error. System access and activity logs are reviewed for evidence of unauthorized activities and password violations. Two-factor authentication is used as appropriate throughout the enterprise to further strengthen our access controls. Information Security Risk Management Information security is a key risk type at Wells Fargo, which reflects heightened emphasis on Information Security Risk Management. As a key risk type. Information Security Risk Management is guided by a set of foundational principles that direct how Wells Fargo operates. These foundational principles include: • The Information Security Risk Functional Framework is intended to promote sound information security risk management practices across the company. • The Risk Coverage Statement defines the most significant key risk types Wells Fargo must address and outlines the risk intensity factors considered when determining the degree of oversight necessary for risk-generating activities and functions. • The Statement of Risk Appetite utilizes risk appetite metrics to provide quantitative parameters for operating within risk appetite. • The Corporate Risk Strategy defines the future-state operating model for Corporate Risk. Together, these principles create a risk management framework that provides clarity, consistency, and a common risk language. Malware and Mobile Code Protection Malware protection and anti-virus controls are distinct elements of our IS Program standards. The standards require the installation, use, and maintenance of anti-virus and anti-malware software to detect malicious code on hardware, software, networks, and/or mobile devices. Testing and employment of such software is required and virus definitions are updated as they become available. It is our practice to perform anti-virus scanning at predefined intervals. Massachusetts and Nevada Data Protection Requirements The IS Program's structure and control standards are reasonably designed to ensure compliance with both the Massachusetts Standards for the Protection of Personal Information (201 CMR 17.00) and Nevada's Security of Personal Information (NRS 603A.200). Based on an analysis performed, we believe the IS Program meets the requirements of both laws. Media Handling Wells Fargo Is responsible for confidential information in its possession on all types of media. We have established standards to govern proper labeling and handling of Information media containing personal, financial, and other sensitive data. Network Architecture and Security Monitoring Our network security architecture is reviewed and approved by the Wells Fargo Architecture Review Board. Device types connecting to the Weils Fargo Network are also reviewed by the Architecture Review Board. Wells Fargo has a compliance policy and continuously scans network devices for compliance and vulnerabilities. Results are provided to the relevant authority for remediation based on risk and severity. Changes to our production systems must adhere to the corporate change control management process. Proposed environment changes are reviewed to ensure compliance with standards and approved by management prior to execution. Validation is performed when change activity is executed. System level updates (such as security updates, software upgrades, and so forth) are reviewed and periodically applied as appropriate. We have a mature, risk-based security monitoring program that functions as part of a larger defense-in-depth model. This program follows a combination of industry best practices (e.g., SANS, OWASP) to ensure high-risk vulnerabilities are identified, and it is performed by both Wells Fargo and vetted, third-party security specialists. As a part of the program, both automated and manual testing is conducted at least annually, depending on scope and risk. The monitoring program Includes: • Vulnerability scanning, web application testing, and penetration testing. • Examining routing tables, validating all registered and intemal IP addresses. • The use of commercial, non-commercial, and intemally developed scanning tools. • Scans originating from both the internet and from within the intemal network. • A defined process for remediating findings and retesting based on risk and management directives. Privileged Access Program As part of Enterprise Access Management, the Privileged Access Program provides strategic leadership and execution for managing privileged access on enterprise-wide platforms and applications. This program provides oversight and governance concerning privileged access, including metrics and reporting, to ensure that privileged access across Wells Fargo is managed to the appropriate level of risk. Third Party Information Security Risk Management Wells Fargo has an established Third Party Risk Management Program. The Program reviews and assesses third parties prior to engagement and throughout the third-party relationship, using risk assessments conducted at intervals driven by the services provided. Third parties and their employees are required to adhere to applicable Wells Fargo standards. These standards also apply to all Wells Fargo non-employees located outside of the United States who have access to company and consumer information for purposes of delivering services to or on behalf of Wells Fargo. As part of this compliance obligation, contracts are in place with each third party that include the appropriate confidentiality language, non disclosure agreements, and security provisions. Team Member Training All team members and non-team members with access to Wells Fargo's systems or customer information must take annual training relating to customer information protection and Gramm Leach Bliley Act (GLBA) 501(b) compliance. Company-wide training, policies, and information handling standards continue to be updated to provide Wells Fargo team members the information they need to understand their role in protecting customer information. Team member background checks are performed, and are required for non- team members and third party service providers that will be handling Wells Fargo's customer information. Thank you for using Wells Fargo as a service provider. We greatly appreciate your trust and business. Sincerely, Rich Baich Chief Information Security Officer WELLS FARGO Attached please find the Treasury Management Services and Wells Fargo & Company Enterprise Technology and Information Security Groups (ETIS) System and Organization Controls (SOC) reports. You will notice that these reports cover the period from October i, 2017, to December 31, 2018. We extended our reporting period that traditionally ends on September 30 to address certain IT issues that we identified during 2018. Please see the reports for a description of issues and please see Section V of the reports to understand the actions we took to address these issues. As noted in the Treasury Management Services report, our controls were suitably designed and operated effectively to provide reasonable assurance that we achieved the control objectives throughout the SOC reporting period. Our independent accounting firm, KPMG, expressed an unqualified opinion in this regard. KPMG included an additional paragraph in its opinion within the Treasury Management Services report to note certain IT issues; however, this paragraph does not in any manner modify KPMG's opinion on the Treasury Management Services report. The IT issues are highlighted within our ETIS SOC 1 report and this report received a qualified opinion from KPMG because certain control objectives were not met during the SOC reporting period. However, as stated above, we successfully took additional actions for Treasury Management Services report as a result of the IT issues identified, as described in Section V of the reports, throughout the reporting period to address these issues. Therefore, our control objectives were achieved throughout the SOC reporting period. If you have any questions, please contact your relationship manager. The information contained herein is provided to you pursuant to the services agreement and must be treated in accordance with the standard of care specified therein. © 2019 Wells Fargo Bank, NA. All rights reserved. Wells Fargo SOC reports Frequently asked questions for customers How does the qualified Wells Fargo & Company Enterprise Technology and Information Security Groups (ETIS) SOC report impact my Treasury Management Services SOC report? As a result of extending the period covered by the SOC report through December 31,2018, we have been able to identify mitigating/compensating controls that were able to achieve the control objectives, within your report, implicated by the ETIS qualified SOC report. We are pleased to inform you that the additional work completed by Wells Fargo (and audited by our independent accounting firm, KPMG) has resulted in an unqualified SOC report. An additional paragraph has been included by KPMG in its opinion to increase awareness of the IT issues that caused the qualification of the ETIS SOC report. However, this paragraph does not in any manner qualify the opinion on your Treasury Management Services SOC report. Can you assure me that there was no imauthorized access and that our confidential customer information was not compromised? Access to our interns was appropriately authorized under our existing policies and procedures. We have not identified any unauthorized application changes, nor do we have any reason to believe that any unauthorized changes have occurred. We also have no reason to believe that any confidential customer information has been compromised. What if testing exceptions are identified within a SOC report? It is important to assess the risk of any exceptions noted in a SOC report. The exceptions identified within the ETIS SOC report resulted in a qualification of that report. Wells Fargo was able to identify compensating controls for your Treasury Management Services SOC report that achieved the same control objectives implicated by the ETIS SOC report, and thus the risk of those exceptions has been mitigated. To the extent exceptions in tests of controls have been identified within a SOC report, we have disclosed those exceptions within the report. Regarding exceptions, we have disclosed: the extent of the issue, corrective actions taken by us to remediate the issue, and controls that mitigate the exceptions noted. Furthermore, KPMG has opined on the fairness of presentation, design effectiveness and operating effectiveness of the mitigating controls. KPMG's opinion within your unqualified SOC report evidences that, while exceptions may have been noted, they did not impact the achievement of the control objectives. What is the ejected SOC reporting period for 2019 and when will the SOC reports he issued? The SOC reporting period that we intend to cover in 2019 will be fiom January 1,2019 to September 30,2019. We expect to issue our SOC reports to customers by mid-December 2019. We apologize for the delay in issuing our SOC reports. WELLS FARGO JANUARY 8,20.19 1. LOCAL 2. GRANDFATHERD VARIABLE EARNINGS CREDIT RATE (ECR). 3. AVERAGE ECR FOR LAST 8 MONTHS .35% TO .45% 4. $597:67 COMPENSATING BALANCE TO OFFSET ONE DOLLAR OF BANK FEES 5. FEES LOCKED IN FOR 5 YEARS 6. $ L500 RETENTION CREDIT 7. SAVINGS DETALIED IN PRICING OVERVIEW - NEEDS FURTHER REVIEW 8. NOT SURE OF ALL THE SERVICES THE CITY NEEDS OR WANTS \fi^f WELLS FARGO City of La Quinta Response to Request for Proposal for Banking and Merchant Services October 26, 2018 Submitted by: Jamie Varner Relationship Manager 951-295-7482 jamie.r.varner@wellsfargo.com Cory Jahn Treasury Management Consultant 213-253-7211 cory.e.jaim@wellsfargo.com 12018 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WELLS FARGO Wells Fargo Bank, N JV. 334 W. Third St. Fourth Floor San Bernardino, CA 92401 welkfargo.com October 5, 2018 City of La Quinta Attn: Karla Campos Finance Director 78495 Calle Tampico La Quinta, CA 92253 Dear Ms. Campos: Thank you for being a valued Wells Fargo customer for the past 23 years. We welcome the opportunity to review the banking services for the City of La Quinta (the City). After careful review of your current structure, we identified areas of opportunity that could greatly enhance the City's processes. We pride ourselves in keeping you informed of the latest trends by reviewing your services and by being your advocate for your financial needs. We take pride in the relationships that we have built through the years and believe great customer service is most important in building that foundation. It is our goal to retain your business, and show you that Wells Fargo has always been the best choice for financial ser\ices. Managing your relationship As your relationship manager, you are assigned to our local Government Banking Division in San Bernardino for all mail correspondence. Our office is located at 334 W. Third St., San Bernardino, CA 92401. Your relationship associate, Virginia Skelly, is located in Escondido and can assist with any needs you may have. For day-to-day operations, we have two full-service branch locations in La Quinta located at 79234 Highway 111, and 78630 Highway 111. Your accounts are assigned to a dedicated relationship team for any new projects, discussion of relationship goals, and ideas to improve your current position on all financial services. What's next? We've attached highlights of our core banking products and recommended services that you requested in your Request for Proposal (RFP). After your RFP period has closed, we would like to meet with you to discuss how Wells Fargo can take your banking to the next level. Sincerely, Jamie Vamer, Vice President Wells Fargo Bank, NA. Government Banking Division Table of contents Section IV - Proposer qualifications i Tab A - Transmittal letter 3 Tab B - Bank and personnel file 5 Bank overview 5 Experience 6 Relationship management 6 Customer service 8 Compliance and exceptions 8 Responsible banking description 9 Tab C - References 11 Tab D - Demand deposit accounts 13 Tab E - Collateralization of deposits 15 Tab F - Bank compensation 17 Tab G - Deposit activity 21 Tab H - Bill concentration service 25 Tab I - Wire transfers 33 Tab J - Automated Clearing House (ACH) service requirements 37 ACH direct deposit of payroll 37 ACH vendor payments 42 ACH auto debit 43 Tab K - Payroll tax processing 47 Tab L - State activity/LAIF transfers 49 Tab N - Account reconcilement 55 Tab O - Daylight overdraft protection 59 Tab P - Merchant bankcard 61 Tab Q - Purchasing card 65 Tab R - City disaster preparedness program 69 Tab S - Implementation plan 73 Tab T - Service enhancements 75 Tab U - Banking services bid form 83 Tab V - Sample account analysis statement and users guide 85 Tab W - Relevant cash management agreements 87 Tab X - Financial statements and ratings 89 Appendix Pricing and Bid Form Tab A Community involvement Tab B Fraud tools specifications Tab C Merchant services terminal guide Tab D Public funds collateral documentation Tab E Sample account analysis statement and users guide Tab F Disclosures and disclaimers Tab G Account agreements and service descriptions Tab H Wells Fargo Treasury Management Section IV - Proposer qualifications 4.0 In addition to meeting all other requirements of this RFP, all responding Proposers shall furnish verifiable e^^dence tliat their firm and personnel, at a minimum, meet the following qualifications. a. Be a Federal or State of California chartered institution. Wells Fargo & Company is a nationwide, diversified financial services company. Its principal banking subsidiary, Wells Fargo Bank, N.A., is a national banking organization. Wells Fargo is a publicly held company; our ticker symbol is"WFC" on the New York Stock Exchange. b. Be a member of the Federal Reserve System and have access to all services. Acknowledged. c. Be a qualified State depository for public funds. Wells Fargo maintains a public funds deposit collateralization program that is designed to comply with all applicable statutes and regulations governing public funds deposits, including the pledge and perfection of collateral. Accounts holding public funds are labeled on our deposit system with a public funds identifier code, which triggers collateralization. Collateral needs are met based on the prior day close of business. However, same-day collateral requests may be accommodated upon sufficient, advanced notification of an incoming deposit. The Public Fund Database generates daily reports that allow us to monitor daily balances, Federal Deposit Insurance Corporation (FDIC), and collateral requirements. We will collateralize deposits by using securities that maximize the bank's liquidity while meeting all applicable collateralization requirements. Wells Fargo obtains market value from established third-party services. The collateral value is market-to-market daily. d. Be a full-service bank in good standing among other comparable banks. Acknowledged. e.Be capable of pro\iding the services sought by the City, to include a wide range of electronic payment and deposit services. Based on the information requested in this RFP, we can meet all the current treasury management requirements set forth in this RFP. f. Agree to assign experienced and dedicated staff committed and capable of servicing the City's accounts, A Wells Fargo team will be specifically assigned to your relationship. Your relationship manager, Jamie Varner, and treasury management consultant, Cory Jahn, are part of our Government & Institutional Banking group, a team of seasoned professionals dedicated exclusively to serving the unique banking needs of the public sector. This team provides consultative, analytical, and qualitative service — your needs are our first priority. Our relationship-focused approach to our diversified set of products and services helps ensure you have solutions that are right for you — at the right time. We are your advocate, and our goal is to exceed your expectations and establish an interactive relationship. g. Be in compliance and good standing with the Community Reinvestment Act. You can find our most recent Community Reinvestment Act (CRA) performance evaluation at the following link: City of La Quinta Wells Fargo Treasury Management 1. w'eIIsfargo.com/abQut/communit\'/wfcra/perf evaluation Be sufficiently capitalized to acconunodate the City's cash management needs and ensure collateralization of funds. Wells Fargo maintains a public funds deposit collateralization program that is designed to comply vsith all applicable statutes and regulations governing public funds deposits, including the pledge and perfection of collateral. Accounts holding public funds are labeled on our deposit system with a public funds identifier code, which triggers collateralization. Collateral needs are met based on the prior day close of business. However, same-day collateral requests may be accommodated upon sufficient, advanced notification of an incoming deposit. The Public Fund Database generates daily reports that allow us to monitor daily balances, FDIC, and collateral requirements. We will collateralize deposits by using securities that maximize the bank's liquidity while meeting all applicable collateralization requirements. Wells Fargo obtains market value from established third-party services. The collateral value is market-to- market daily. Please refer to Tab E of the Appendix section for our public funds collateral documentation. Banking institution shall provide their current ICD rating. Wells Fargo subscribes to Fitch, Moody's. Standard & Poor's, and DBRS ratings agencies. We have among the highest debt ratings of any financial services company, as shown in the following table.* Wells Fargo & Company 1 Fitch Moody's Standard & Poor's DBRS Long-term Issuer Rating A+ 1 A2 A- f ' AA (low) Short-term Issuer Rating 1 F1 P-1 A-2 R-1 (middle) Senior Unsecured A+A2 A-AA (low) Subordinated A A3 BBB+A (high) Preferred Stock ^BBB-Baa2 BBB-A (low) Weils Fargo Bank, N.A. j i Fitch Moody's Standard & Poor's DBRS Long-term Issuer Rating AA-Aa2 1 A+AA Short-term Issuer 1 Rating F1+P-1 1 A-1 R-1 (high) Bank Deposits j AA Aal A+AA Senior Unsecured AA-Aa2 A+AA ^ Subordinated A Aa3 1 1 A-AA (low) *The information provided can be found on our Investor Relations site fwellsfarQo.com/invest relations/debt) and is provided for informational purposes only. We do not guarantee the accuracy or completeness of information on or available through this site, and we are not responsible for inaccuracies or omissions in that information or for actions taken in reliance on that information. Please read Legal Disclaimers fwellsfarQo.com/invest relations/ieaan before using or relying on information on or available through this site. Potential investors in our securities should seek professional advice before they invest. City of La Quinta Wells Fargo Treasury Management Tab A - Transmittal letter The letter should address the bank's willingness and commitment, if selected to pro\ide the service, and why the bank believes it should be selected. The letter should contain a statement tliat the bank has read and will comply >\ith all the terms and conditions of the RFP. The letter should be addressed to Karla Campos, Finance Director, and signed by an individual autliorized to bind the bank. Dear Ms. Karla Campos: We thank you for being a loyal Wells Fargo customer for 23 years. We look forward to sharing our technologies, best practices, and experience with you, and hope you see that Wells Fargo has always been your best choice for financial services. We have read and comply with all of the terms and conditions within the RFP. Why Wells Fargo? We are committed to being your trusted fi nancial advisor and banking provider. From day-to- -day questions, to credit requests, and everything in between, we want to be your first phone call for financial service needs. Some other items to note: n We are local. n You have a dedicated client service officer assigned to your accounts for fast and convenient customer service. n Our team is dedicated to your growth and your financial success. n You currently have a grandfathered variable earnings credit rate (ECR) that we'll continue to honor, or, you have the option to lock in a rate to avoid fluctuating rate environment,. You currently have a large amount of excess earnings allowance that you can use to offset more services, or you can turn on an investment sweep to maximize your earnings potential. • Based on previous meetings, we feel you would greatly benefit by expanding our relationship with the commercial card program, which is an all-in-one credit card and expense reporting tool. We'll help With the 87 lines of business, we are your advocate and we strive to help you succeed financially. We want to make sure you are always taking advantage of new technologies offered, and we take pride in our customer relationships. What's next? We've attached highlights of our core banking products and recommended services that you requested in your RFP. After your RFP period has closed, we hope to meet with you to discuss how Wells Fargo can take your banking to the next level. Sincerely, Jamie Vamer Vice President/Relationship Manager City ofLaQuinta Wells F^go Treasury Management This page left Intentionally blank. City of La Quinta Wells Fargo Treasury Management Tab B - Bank and personnel file Please respond to the following: Bank overview Provide a general overview of the bank's operations, fundamental management, and customer service philosophy, and financial strength. Identify the primary office or branch that tlie City will be assigned to and where the City will conduct its primaiy banking business. Wells Fargo & Company is a nationwide, diversified financial services company with $2.0 trillion in assets. We provide banking, insurance, investments, mortgage, and consumer and commercial finance services through more than 8,300 locations, more than 13,000 ATMs, online (wellsfargo.coin). and through mobile devices. We're headquartered in San Francisco, but we're decentralized so every local Wells Fargo office is a headquarters for satisfying all our customers' financial needs and helping them succeed financially. We do business with more than 70 million customers and one in three U.S. households. We have approximately 263,000 team members in 36 countries across our more than 90 businesses. Our vision We want to satisfy all our customers' financial needs and help them succeed fi nancially. Key performance measures Our year-end key performance measures are detailed as follows: Key performance measure 2015 2016 2017 Total assets $1.8 trillion $1.9 trillion $2.0 trillion Net income $22.9 billion $21.9 billion $22.2 billion ROA 1.31%1.16%1.15% ROE 12.60%11.49%11.35% Equity and assets ^10.85%10.94%10.66% Annual Report To review the full Wells Fargo & Company Annual Report, please use the following link: http.s://www.wellsfargo.com/invest relations/annual. We've built our customer service philosophy around three foundations: availability, delivery, and reliabilily. Local presence The following table shows the closest depository sites to your location: City of La Quinta Wells Fargo Treasury Management Your location 78495 Calle Tampico La Quinta, CA 92253 Branch Deposit deadline (local time) Distance Pavilion at La Quinta 79234 Highway 111 La Quinta, CA, 92253 • Mon-Fri: 6:00 p.m. same day Sat-Sun and holidays: Next business day 2.3 miles 78495 Calle Tampico La Quinta, CA 92253 1 1 Hwy 111 and Washington St. 78630 Highway 111 La Quinta, CA, 92253 Mon-Fri: 7:00 p.m. same day Sat-Sun and holidays: Next business day 2.54 miles Experience Describe the bank's direct experience in servicing public sector clients. Please include the information such as the number of nationwide and California public agency clients, the dollar amount of public funds on deposit for each of these categories, and the bank's knowledge of and adherence to the California Government Code and other applicable laws. We comply with all collateral requirements set forth in the California Government Code. All public entities in California are entered into the pooled collateral program administered by the State, a Contract Deposit of Monies will need to be executed. Collateralization for the pool is at 110%. For California Local Agency, as of September 30, 2018, there were 837 of relationships in the pooled program with a deposit balance of $2,236,561,863.15. Our customers We align sales, specialized banking teams, investment banking professionals, and tax-exempt fixed-income trading and distribution capabilities in our Government & Institutional Banking group. Our Government & Institutional Banking teams work with approximately 4,000 customers across our footprint of 39 states and the District of Columbia. Government Banking Our Government Banking segment provides solutions for; A hm Governments (federal, state, county, and city) Government agencies and authorities Municipal utilities School districts Relationship management Identify the size and scope of your California-based public banking unit, banking officers responsible for the Cit>^s accounts, what each person's role and responsibilities will be, and the relevant credentials and experience of each person on the relationship management team. The Cit>' will continue to work with your dedicated relationship team. The following tables show their brief biographies. City of La Quinta Wells Fargo Treasury Management Relationship Manager Jamie Varner Vice President jamie.r.varner@wellsfargo.com 951-295-7482 office 951-295-7482 mobile 334 W. Third St. Fourth Floor San Bernardino, CA 92401 Jamie offers the City consultative financial and banking guidance and coordinates the team of specialists that support your banking relationship. Jamie is your advocate at the bank. She began her career working at Wells Fargo in 1996, and held many positions at the bank. She developed a passion working with government agencies, and it became her primary focus in 2012 when she became the local government relationship manager. She is an active member of the Wells Fargo Volunteer Chapter, and is on the advisory board for the Inland Empire Ronald McDonald House. She also organizes volunteer groups for Habitat for Humanity, Community Action Partnership of San Bernardino County, and taught financial education to the Boys and Girls Clubs in the Coachella Valley and Inland Empire. Treasury Management Consultant Cory Jahn cory.e.jahn@welisfargo.com 213-253-7211 office 213-407-7131 mobile 333 S. Grand Ave. Fifth Floor Los Angeles, CA 90071 Treasury Management Analyst Michael Peneyra Assistant Vice President michaet.peneyra@wellsfargo. 415-371-2576 office 333 Market St. 15th Floor San Francisco, CA 94105 com Cory has the primary responsibility for providing treasury management expertise. He consults with you on issues pertaining to treasury management products and services. Cory has more than 10 years of experience with Wells Fargo and spent the last five years in the government banking sector. Cory holds a degree in business administration from Sonoma State University. Michael supports your treasury management consultant. He works with you to begin new service implementations and can assist with treasury management questions when Cory Jahn is unavailable. Michael joined Wells Fargo in 2018, and has 12 years of experience in treasury management client services. City of La Quinta Wells Fargo Treasury Management Customer service Describe how the bank handles problem resolution, customer service, day- to-day contact, and ongoing maintenance for governmental entities. Specify whom the City will be calling for day-to-day banking and treasury management issues. Explain the process for elevating an issue to a higher level to obtain a quick resolution when the day-to- day contact is not responsive. Jamie Varner, your relationship manager, leads your relationship team and should be included in your correspondences. Jamie is your point of contact for any issues that need escalation and she can assist with guiding you to the correct department Virginia Skelly is your relationship associate, and Jamie's back-up when she is out of the office. Virginia handles service issues related to maintenance on the accounts, changing of signers, and audit requests. In addition, you have a dedicated client service officer who can assist with any online-related requests, research of transactions, and maintenance of users. Your service requirements will continue to have the attention of a dedicated client service officer, Julie Rosseau. who is a member of our award-winning* Dedicated Client Services feain. Julie is assigned to the City's relationship and can assist with all your service requests. The number of customers a client service officer supports varies based on the following factors: n Complexity of his or her portfolio n Number of inquiries he or she handles n Capacity of the individual •Recipient of Support Department of the Year, Best in the Biz .Avi-ards in 2017. Continuity of service When your dedicated client service officer, Julie Rosseau, is unavailable, a trained backup service officer with knowledge of the City's needs is readily available. Responsibilities Julie assists you until your issues are resolved. She takes ovmership of your inquiry to navigate through any needed solutions, and assists with any simple or complex issues you encounter. Escalation process Client service officers can engage the team lead, division manager, line-of-business leader, or national client service manager for assistance with customer issues. They can also engage technical services and key product and operational partners on your behalf. We encourage our client service officers to use the chain of command to assist with escalations. Additionally, we proactively look for issues that could potentially escalate by reviewing our ability to meet customer commitments, timely resolutions, and repeat issues. Compliance and exceptions Include a statement to confirm the bank's compliance to specific minimum qualifications, listing any exceptions to required services. Please refer to Tab G of the Appendix section for our disclosures and disclaimers. City of La Quinta Wells Fargo Treasury Management Responsible banking description Describe the bank's responsible banking policies and practices. Discuss any current efforts, or those tliat may be implemented in the City of La Quinta, if the bank were awarded the City banking contract. Lastly, describe any other efforts/contributions the bank has made/would make relative to investment in the local communitv' (such as fraud prevention seminars hosted at the Cit\''s multi-generational Wellness Center.) Our vision We want to satisfy our customers' financial needs and help them succeed financially. Our values Our five primary values are based on our vision, and provide the foundation for everything we do: n People as a competitive advantage n Ethics n What's right for our customers • Diversity and inclusion • Leadership We describe our community and educational efforts in the paragraphs below. We also welcome you to refer to Tab B of the Appendix section for our California communit>* involvement report. We offer financial literacy programs to the City's employees, and their families, who want to learn more about banking, budgeting, saving, and investing. Please refer to Tab B of the Appendix section for more information about communit)- involvement. Customer education We offer you tools that support financial literacy — the gateway to economic self-sufficiency. You have online access to a free, interactive program. My Money Map^^, which helps you to quickly gain insights into managing finances. My Money Map tools include: n My Spending Report — allows you to sort spent dollars into familiar categories Qike groceries and utihties) for a complete and convenient spending overview n My Savings Plan® — provides an online tool to save and track your savings goal progress* n Budget Watch — helps you monitor budget goals and provides alerts to help users stay on track •Access to My Savings Plan requires a Wells Fargo saving account. Public education To the public, we offer our Hands on Banking'® and El futuro en tus manos® noncommercial programs. These programs are free and provide comprehensive lessons that teach children, teens, and adults about savings, mortgages, credit cards, loans, and credit lines. We deliver these educational tools by working with schools, community groups, the military, and other governmental agencies. We conduct bi-annual campaigns to emphasize our educational offerings to the public. In 2014, our campaigns provided financial education to more than 135,000 individuals and families. City of La Quinta Wells Fargo Treasury Management Charitable contributions Wells Fargo is one of America's largest financial contributors to nonprofits. In 2016, we invested $281.3 niillion in 14,900 nonprofits nationwide. We have the largest workplace employee giving campaign in the U.S. for the seventh consecutive year, based on 2015 donations to United Way Worldwide. Contributions n Arts and Culture n Civic n Community Development n Education n Environmental n Human Services Investing in our communities is a way for us to help create future economic growth and prosperity in the communities where we live and work. We invest financial capital and, more importantly, human and social capital, thanks to thousands of caring team members who are local community leaders and volunteers. We work together with our communities the same way we work together with our customers: We listen and build relationships. We rely on our local team members — who know their communities best — to learn local needs firsthand, and then bring the right resources together. For specific information about where we give in your community, please visit https://\vww.wellsfargo.com/about/charitable/. 10 City of La Quinta Wells Fargo Treasury Management Tab C - References Please provide three (3) references. References should include other California cities of similar size and scope of service utilization as the City of La Quinta. Select both long standing and recent customers. Include the following information for each reference: n Contact name and title n Name of agency n Telephone number and email address n Services provided Based on our current understanding of your needs, we have chosen references with services that most closely resemble the setup we have proposed for the City. We provide contact information for these references in the following table. References* Ruben Ramirez Accounting Manager City of Coachella 760-398-3502 ext. 127 760-398-4412 fax ruben@coachella.org 1515 Sixth St. Coachella, CA 92236 Palupe losefa Treasury Supervisor City of San Bernardino 909-384-5022 909-384-5043 fax iosefapa@sbcity.org 290 N. D St. San Bernardino, CA 92401 Liz Granillo Sr. Accountant Sunline Transit Agency 760-343-3456 ext. 1510 igranilio@sunline.org 32505 Harry Oliver Trail Thousand Palms, CA 92276 •Reference information is confidential. City of La Quinta 11 Wells Fargo Treasury Management This page left intentionally blank. 12 Cily of La Quinta Wells Fargo Treasury Management Tab D - Demand deposit accounts The City currently uses tliree (3) demand deposit accounts (DDAs). One is a Zero Balance Accounts with the Deposit Account ser\ing as the Parent ZBA. Checks are issued using the Accounts Payable Account and Pa>Toll Account. 1. How many days after month-end will the City receive its bank statements? Online statements and notices You can access your statements, notices, and legal disclosures through our single sign-on portal. You can reduce paper by accessing a PDF version of your documents at your convenience. Documents Avaifability ARP statement^ Commercial checking and savings accounts statement Muiticurrency account statement^ Client analysis statement^ Deposit adjustment notice Stop payment notice Stop renewal notice Legal disclosure Available four business days after your statement cycle's cutoff date for up to 12 months.^ Available one to two business days after your statement cycle's cutoff date^ for up to 13 months (current month and prior 12 months). Available one to two business days after your statement cycle's cutoff date' and for up to 13 months (current month and prior 12 months). Available within two business days after your statement cycle's cutoff date and for up to 13 months (current month and prior 12 months). Our exclusive interactive statement allows you to select individual or multiple items to trend up to 13 months of analysis history. Available for up to 180 days after the adjustment is processed. Available for 30 days after the stop payment is processed. Available for 30 days after the renewal is processed. Available until the expiration date (included with your statements). 1. ARP statements are available through our Treasury Information Reporting service; all other documents are available through our Statements & Notices service. 2. If you subscribe to ARP, this replaces your commercial checking statement and Is available through our online reporting service. 3. Statement availability varies by account type and services used. 4. Deposits that are held in foreign branches, such as Weils Fargo muiticurrency accounts and foreign bank accounts, are not FDIC-insured. 5. Client analysis statements are also available in CSV, Excel, HTML, and ANSI X12 822 formats. Are the bank statements available on-line? Yes. Does the bank offer Zero Balance Accounts (ZBA's)? If so, please describe the service. Are the transfers to or from the Parent Accoimt automatic? Yes. Gain greater control over your cash position with our zero balance account (ZBA) service. When you maintain multiple accounts, making cash management decisions and transferring funds between accounts can be time consuming. A ZBA arrangement helps you control, manage, and maintain your cash balances automatically. City of La Quinta 13 Wells Fargo Treasury Management 4. Does the bank offer ACH blocks or filters? If so, please explain. Yes. We offer two services to block all ACH debits from posting to your account. If you use the stop option of our ACH Fraud Filter service, we will block all ACH debits from posting to your account, except those you preautiiorized. You'll access the service through our online banking portal or mobile service. We also offer an ACH Block service that blocks all ACH activity from posting to your account. With this service, you do not have the option to preauthorize debits. You'll also have no access to the service through our online banking portal or mobile service. 5. Does the option exist to create sub-accounts under the primary account? Yes. You can simplify administration of your depository network with our subaccounting service. The service simplifies administration of your multistate deposits by using individual subaccounts to automatically identify all transactions vdthln a single demand deposit account. As an existing customer of the bank, we are attaching your fraud tool specifications. There are a few changes we would recommend to help ensure the City is using the tools available. Please refer to Tab C of the Appendix section for your fraud tools specifications. 14 City of La Quinta Wells Fargo Treasury Management Tab E - Collateralization of deposits The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon request. Please detail the bank's procedures for coUatcralizing public funds deposits. 1. Wliat types of securities are used as collateral? We pledge investment grade securities, among the securities we pledge are mortgage backed securities administered by Fannie Mae and Freddie Mac. 2. Which bank department is responsible for tracking deposits and monitoring collateral? The Public Funds Collateral Unit is responsible for tracking deposits and monitoring collateral. 3. What is the bank's current level ($ amount) of California public funds deposits and the related collateral? As of August, 31 2018, public fund deposits were $2,200,694,761.23 and collateral market value was $2,787,348,048.50. 4. What is the frequency of reporting to the State Treasurer's Office? We report to the State Treasurer's Office weekly and quarterly. 5. Please include a copy of the Bank's Contract for Deposit of Moneys in this section. Please refer to Tab E of the Appendix section for our sample public funds collateral contract. City of La Quinta 15 Wells Fargo Treasury Management This page left intentionally blank. 16 City of La Quinta Wells Fargo Treasury Management Tab F - Bank compensation The City has historically paid for bank services with a combination of hard- dollar fees and compensating balances. Please indicate tlie following in this section: Can the City compensate the bank for services with fees, balances, or a combination of the two at its own election? Please describe any differences in related costs to the City with either option. Yes. We accept compensation in fees, balances, or a combination of the two. The same price schedule applies, regardless of compensation method. Can the City choose between paying for analysis deficiencies by check, auto debit, or ACH credit? Yes. You can pay your fees through direct debit, ACH, or by check each month. We recommend direct debit to maximize efficiency. What is the bank's Earning Credit Rate (ECR) based on, and how is it calculated each month? 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. We use the following formula to calculate the earning allowance: (Investable balance (also called average positive daily collected balance)) x (calendar days in the month) x (ECR) -r actual number of days in the year List the bank's average ECR for each of the last eight months (January - August, 2018). As an existing customer, we would offer to continue your indexed ECR rate, or if you prefer, you can lock in a fixed rate of 0.75% that isn't variable or subject to investment environments. The following table lists your ECR for the last eight months. ' Month, Year Earnings credit rate August 2018 0.40% July 2018 0.40% June 2018 0.35% 1 May 2018 1 0.35% April 2018 0,35% March 2018 0.35% February 2018 0.35% Jan 2018 0.35% We do not deduct a reserve requirement prior to calculating the ECR. We calculate your earnings credit on 100% of your investible balance (also called average daily positive collected balance). City of La Quinta 17 Wells Fargo Treasury Management 5. Using the ECR for the month of August 2018, please calculate the level of compensating bailees (after float and reserves) needed to offset one dollar of the bank services. ($1 in services = $ in compensating balances.) The level of compensating balances needed to offset one dollar of die banking services is $597.67. 6. Please e^Kplain in detail, how and when the FDIC assessment is computed and charged. There is no fee for FDIC insurance. However, we do charge a recoupment fee* to recover a portion of an assessment from the Financing Corporation (FICO). Wells Fargo is subject to this assessment (related to the savings and loan bailout). The monthly rate may change on a quarterly basis. The charge is the monthly rate per $1,000 of your positive average ledger balance for the month. Your account andysis statement will detail this fee as an individual charge. *Tlie 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 tiie fee. Bank assesses this recoupment fee to partially recover insurance premiums it pays to the FDIC for deposit insurance. The amount of the recoupment f^ appears on the periodic statement or client analysis statement for your account and is based on the monfiily average ledger balance the City maintains in its account. The recoupment fee is subject to change byBankat any time without notice. For questions about the recoupment fee, you may contact your relationship manager. 7. What is the bank's settlement period for account analysis and billing purposes - monthly, quarterly, semiannually, or annually? How long can any excess balances he carried forward to apply to charges in future hilling periods? The City can choose to have a monthly, quarterly, semi-annual, or annual settlement period. In general, we debit accounts for any deficiencies on the 11th calendar day (settlement period) of the month. 8. How long will the hank's pricing, as indicated in this proposal and the Banking Services Bid Form, be fixed? The price schedule that we've included in this proposal is valid for 120 days from the date the proposal was submitted to you. 9. Please detail which ^^es of items and services can he applied against the account analysis in addition to the standard bank services, such as merchant bankcard processing, messenger service, armored carrier, check stock, supplies, custody services, etc. Is there a markup for any of the items? If so, how much? We can apply all charges for treasury management services against your account analysis. We do not apply third-party charges such as armored carrier, courier services, banking supplies, and merchant bankcard service fees to your account analysis. Contracts between the City for third party services are negotiated with them directly, and there is no markup on the bank side. 10. How does file hank charge for overdrafts? Does the bank charge for the use of uncollected funds? If so, how is the charge calculated? We charge for both overdrafts and for the use of uncollected funds. 18 City of La Quinta Wells Fargo Treasury Management We calculate the rate for uncollected funds based on our prime borrowing rate. The formula for this fee is: (average daily negative collected balance x overdraft rate x days in period) -f (360) We can offset these fees (overdraft and uncollected funds) by the earnings credit allowance. Your relationship manager will set overdraft fees on a per item basis. We do not charge for daylight overdrafts. 11. Please state liie negative collected balance charge that die City will pay and, in detail, explain how this charge is computed. Is the rate quoted in this proposal good for the term of the contract? The average collected balance stated on your analysis statement is a net of positive and negative balances. However, we base your earnings allowance on your investible balance (also called average daily positive collected balances). When calculating this figure, the positive and negative balances are not netted. 12. Are Account Analysis Reports available on-line? If so, specify the cost. Our interactive account analysis statement is available online at no cost to the City. 13. What procedure is used to make any adjustments to the Account Analysis statements and how long does it take for adjustments to take effect? We list adjustments on your analysis statement in a balance adjustments section. The balance shown includes any adjustments for that cycle. Ifyou identify an error, you have up to 60 days from the receipt of your analysis statement to notify us and it will reflect on your next account analysis statement. City of La Quinta 19 Wells Fargo Treasury Management This page left intentionally blank. \ y 20 City of La Quinta Wells Fargo Treasury Management Tab G - Deposit activity 1. The City currently utilizes a variety of methods to process daily deposits. The Citj' requires weekly deposit pick-up from City Hall. Total montlily deposits consist of approximately 600 to 800 un-encoded checks and approximately $20,000.00 to $30,000.00 in coin and currency. Deposited items should be automatically re-cleared once. Checks that are returned are mailed to the City. The City requires the abilit>^ to use the branch to make branch deposits, to get change, to allow employees to cash pa>Toll checks, and for other miscellaneous activities. Please identify your branch locations within tlie City of La Quinta. Do all locations provide night depository services? Yes. The following table shows the branches within La Quinta: Your location Branch Deposit deadline (local time) Distance 78495 Cade Pavilion at La Quinta Mon-Fri: 6:00 p.m.2,3 miles Tampico La Quinta, CA ! 92253 ) 79234 Highway 111 La Quinta, CA, 92253 same day ' Sat-Sun and ' holidays: Next 1 business day 78495 Calie Hwy 111 and Mon-Fri: 7:00 p.m.2,54 miles Tampico La Quinta, CA 92253 Washington St. 78630 Highway 111 La Quinta, CA, 92253 ' same day 1 Sat-Sun and 1 holidays: Next , business day 2. Please describe the bank's deposit requirements. How should the coin and currency deposits be prepared? How should un-encoded check deposits be prepared? Deposit preparation requirements vary based on your method of deposit. Post verification deposits If you use post-verification — where we verify your cash after you leave — we require you to make your deposit in a secure plastic, tamper-evident, dual-pouch bag. Each bag contains a bar code as well as a unique 10-digit serial number on a tear strip that you'll retain as a record. Insert cash in the top section of the bag, and checks and the deposit ticket in the bottom section. Night depository The procedures for night deposits are the same as those for post verification. You will make your deposit in a secure plastic, tamper-evident, dual-pouch bag. Each bag contains a bar code as well as a unique 10-digit serial number on a tear strip that you'll retain as a record. Insert cash in the top section of the bag, and checks and the deposit ticket in the bottom section. City of La Quinta 21 Wells Fargo Treasury Management Cash vault Deposits made to a cash vault require a secure plastic, tamper-evident deposit bag. Each bag contains a bar code as well as a unique lo-digit serial number on a tear strip that you'll retain as a record. Armored couriers require special bags and handling for large coin deposits. ATM Using your business ATM card, you can deposit cash and checks at any of our Envelope- Free^^ deposit-taking ATMs. The steps you need to take in order to make a deposit follow. Deposit preparation procedures n Group up to 30 checks (including traveler's checks) and 50 bills per deposit. For additional quantities, you'll need to make separate deposits. n Deposit cash or checks directly into the ATM (no envelope or deposit ticket is needed). 3. How would the City order cash vault supplies? How is payment made for such supplies? You can purchase deposit tickets and other supplies such as deposit bags, cash straps, and coin wraps through our vendor, or you can purchase them from your own supplier. We'll debit your account to handle fees for deposit supplies you order through our vendor. 4. Please describe in detail tlie bank's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? If your account is a commercial deposit account or an analyzed business deposit account, you may arrange for us to adjust all discrepancies identified during any verification without regard to our standard adjustment amount by contacting your relationship manager or local banker. When we do adjust a deposit amount, we make a separate debit or credit entry to your account, and provide an adjustment notice and relevant backup documents. If you use our subaccounting service, your adjustment notice will include your location number and location name (if applicable). Reporting We provide deposit adjustment notices to let you know about discrepancies. Our procedures vary based on where we process your deposits. You can also review adjustments on your bank statements, online reports*, and file transmissions. •Additional fees apply for reports. Branch and night depository You receive an adjustment notice by mail or email. The notice includes the amount, reason for the adjustment, and location code (if applicable). Cash vault You receive an adjustment notice by mail, email, or fax. Notices include the deposit date, declared amount, verified currency total by denomination, and location number (if applicable). You can choose to receive a phone call notification for all adjustments of more than $100. Wells Fargo does not identify and adjust all discrepancies. 22 City of La Quinta Wells Fargo Treasury Management 5. Is the deposit adjustment documentation different from cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy^ be provided to the City? We provide deposit adjustment notices to let you know about discrepancies. Our procedures vary based on where we process your deposits. You can also review adjustments on your bank statements, online reports*, and file transmissions. You can receive a previous day file (in BAIV2 and ISO 20022 XML formats) of deposit- related activity (including deposits, adjustments, and returned items) online, by transmission, or through third-party data exchange. Online reports are also available in Excel, CSV, HTML, and PDF file formats. We reserve the right to write off check adjustments and cash adjustments based on dollar thresholds that we set internally. As a matter of policy, we don't disclose these thresholds to customers. •Additional fees apply for reports. 6. Please describe the bank's returned item handling and notification procedures. Is an automatic re-clear option available? How long does it take for returned items to be sent to the City? Include any online tools available for this purpose. The City can set-up instructions during implementation to determine the number of re- presentment attempts before a return. You can access returned item reports online or you can receive a transmission. Online With our online reporting, you can access same day and previous day reports with detailed information about your returned items. The same day report is also available through your mobile device. You receive an email notification when we process returned items. Transmission You receive a transmission file (in flat or NACHA file format*) — including keyed data — for both returned paper checks and converted ACH transactions. You receive a transmission of returned check images, associated index information, and detailed information about your returned items. You can choose to receive your files in either of the following formats: n In a ZIP file containing images and an XML data file. To view the images, youH use your own internal archive and browser. n In a PDF file containing both transaction data and images. To view the images, you will require Adobe Acrobat Reader software. 'NACHA format requires enrollment in our ACH check conversion service. 7. What are the cut-off times for deposits at the bank's local branch and at the bank's Processing Center to ensure same day credit? Where is the Processing Center/Cash Vault located? WiU the City deal directly with the Cash Vault on deposit adjustments or with a local representative? Our cutoff times vary based on where you make your deposit. City of La Quinta 23 Wells Fargo Treasury Management Branch You receive same-day ledger credit for both cash and check deposits made prior to the deposit deadline. Your location Branch Deposit deadline (local time) Distance 78495 Calle Pavilion at La Quinta Mon-Fri: 6:00 p.m.1 2.3 miles | Tampico La Quinta, CA 92253 79234 Highway 111 La Quinta, CA, 92253 same day Sat-Sun and holidays: Next business day I 1 1 78495 Calle Hwy 111 and Mon-Fri: 7:00 p.m.2.54 miles Tampico La Quinta, CA 92253 Washington St. 78630 Highway 111 La Quinta, CA, 92253 same day Sat-Sun and holidays: Next business day Cash vault Different deadlines apply for split deposits (cash and checks on separate deposit slips), mixed deposits (cash and checl« on the same deposit slip), and cash-only deposits. The following table lists deadlines by deposit type and location, in local time. If you require a later deadline than those listed in the table, please speak to your treasuiy management consultant, Cor>' Jahn, to discuss your specific needs. Cash vault deposit deadlines Cash vault site (served by)^BfllBS9|Mixed California ' Bakersfield 4:00 p.m.4:00 p.m.4:00 p.m. Eureka 4:00 p.m.4:00 p.m.4:00 p.m. 5:00 p.m.4:00 p.m.4:00 p.m. Fresno 7:30 p.m.7:30 p.m.6:00 p.m. Los Angeles 7:30 p.m.6:00 p.m.1 4:00 p.m. Sacramento 7:30 p.m.6:00 p.m.5:00 p.m. San Diego 7:30 p.m.7:30 p.m.6:00 p.m. San Francisco 24 City of La Quinta Wells Fargo Treasury Management Tab H - Bill concentration service 1. Does tlie bank have the capabilit>' to provide a bill concentration service? If so, please describe the service and any costs associated. We offer two solutions in the following paragraphs that provide this capability. E-Bill Express Our online bill presentment and payment service provides a secure and convenient option for your customers to view and pay their bills online. It helps you reduce: Collection time Manual exception processing Days sales outstanding Receivables processing costs Due $ At the same time, it lowers your print and mail costs because fewer customers will require paper bills. Additionally, convenient email and mobile phone bill notifications remind your enrolled customers that payments are due. The service, which hosts the bill payment webpages, is cost-effective, easy to implement, and branded to your identity. It's a turnkey solution that works vdth your existing systems and doesn't require webpage development or extensive support from your information technology resources. Flexible bill presentment and payment options At implementation, you choose the configuration options that are most efficient for your organization and meet your customers' expectations. This can increase the likelihood that your customers will choose to view and pay their bills electronically. Decide how much information your customers see You can provide your customers with detail or summary bill presentment in HTML format, or you can provide PDF bill presentment. The payment page displays: n A list of open bills n Amount due n Due date n Invoice number n Other optional fields, for example, a purchase order number Detail presentment You can provide up to 37 billing information fields, including several fields that you can customize. The fields include line item details about what was ordered and shipped, unit price, and the previous balance that is past due. Summary presentment With the summary presentment option, you can provide high-level billing information such as the information fields listed in the following table. In addition to the standard fields, there are several customizable fields. City of La Quinta 25 Wells Fargo Treasury Management Billing Information fields Invoice number Previous balance Invoice date Current balance Amount Due Total amount due Due date PDF presentment If you'd like your customers to view an exact replica of your invoice, the service can present the invoice in PDF format. We offer several options for providing invoices in PDF format. Well discuss the options with you during implementation. Sending us your data You can use the following options to provide your billing data. Application programming interface (API) You can provide your billing data in real time through an API that uses: n Representational State Transfer (REST) for communication n JavaScript Object Notation (JSON) messaging format n OAuth 2.0 authorization protocol Your customers can view their billing information immediately, 24 hour a day, 7 days a week, depending on the City's internal system configuration. Batch files You can submit your bill files in comma separated values (CSV) format using one of our secure internet transmission protocols or through the service's administrative portal. If we receive your bill files by 8:00 p.m. PT, your customers can view their billing information the next business day. Choose the payment channels available to your customers Online Your customers will access our service through a link on your website, or by bookmarking our online presentment and payment URL. We host the website, and it's branded with your logo. When customers access the website, they can select one of three languages: English, Spanish, or French. This can increase customer engagement and reduce the number of calls to your customer service representatives. Interactive voice response As part of the online bill presentment and payment service, you can choose to offer an interactive voice response (IVR) phone option for your customers to make payments. When your customers call the toll-free number, the system will prompt them to enter the information needed to process the payment. With the IVR interface, you can choose from several configurable options for the call flow, including an option for callers to opt out and speak with one of your representatives. The IVR option supports English and Spanish. We provide you with the payment data for IVR payments and website payments in the same file. You can also access the payment data through the service's online administrative portal. 26 City of La Quinta Wells Fargo Treasury Management Telephone payTiients made through your customer ser\nce representatives Your customer service representatives can accept payments over the phone and process them through the administrative portal of the bill presentment and payment service. Notifications encourage prompt payments When your customers enroll for online bill presentment and payment, they'll receive notifications that remind them to view and pay their bills. Notifications are available by email or through your customer's mobile wallet. Email notification We offer the following t>pes of email notifications for enrolled users. n Ready-to-view bills n Scheduled payments n Processed payments, including confirmation number n Expiring credit cards • Past due bills The email includes a link to the login screen. Once the payer logs in, he or she can view billing information. Mobile wallet Your customer can add your bills to a mobile wallet.* Notifications on the phone screen remind the customer to view and pay the bill. He or she taps on the View Bill or Pay My Bill button to access the website and make a payment. Mobile wallet notifications have an advantage over email because notifications won't get lost in the customer's inbox. *The service is compatible with iPhones, iPads, and Android de%ices. Android de\ices require your customers to do additional setup to \iew' notifications. Accept payments from enrolled users and one-time payers You can choose to accept payments from customers enrolled in the online service and those making one-time online payments. Enrolled users Enrolled users can save payment methods, set up recurring or fijture-dated payments, and view their online payment history. One-time payments Customers can make one-time online payments, but not save their payment methods. These customers won't have access to online payment history. Accept multiple payment types You can increase customer satisfaction by accepting a variety of payment types. With our online bill presentment and payment service, you can accept: n Electronic check (eCheck) payments • Major credit cards (Visa®^, Mastercard®, Discover, or American E.xpress®) n Debit cards (with the Visa or Mastercard logo) • Corporate and purchasing cards (Level III data supported) A planned future enhancement to our service will also let you accept online digital payments like Amazon Pay and PayPal. City of LaQuinta 27 Wells Fargo Treasury Management Keep card information up-to-date Maintaining updated card information for online bill presentment and payment users can increase customer satisfaction and minimize declined transactions. However, even if prompted by email, the payer may not update his or her card expiration date or card number. You can take advantage of a service that automatically updates information for Visa and Mastercard cards used within predetermined number of days in the past, or expiring within a predetermined number of days. The service updates card information once per month. Receive fast funds availability Funds for payments processed before the cutoff time are typically avaOable in your Wells Fargo account on the next business day.'-^You can choose a cutoff time of 5:00 p.m. PT or 3:00 p.m. PT.;5 1. This should not be construed as a guarantee of next business day funds availability. 2. Visa, Mastercard, and Discover card transactions and eCheck only. American Express card transactions settle in one to three business days depending on your contract with .American Express. 3. You choose the cutoff when we implement your service. Online reports and search capability Reports Through the administrative portal, you can access a variety of reports, including: n User reports that provide information about your customers' payment activity, status, and enrollment n Financial reports that provide information about deposits and payment batches n Bill payment and management reports that show payments, recurring payments, suspended payments, and stops n File management reports that show the status of your billing files Online reports are available 24 hours a day in real time. You can download reports in CSV, Excel, and PDF formats. In addition, you can customize the columns and filters for further analysis. You have access to 12 months of payment and invoice history. Search capabilities To assist with customer inquiries, your customer service representatives can search and queiy by date range, customer ID, payment amount range, and invoice number. Streamline receivables posting You'll receive all of the Information you need to post and reconcile payments, including: n Your internal customer reference number, for example a customer or account number • Payer's name • Payer's email address • Invoice number n Amount paid per invoice number n Fee amount (if applicable) n Total amount paid, includes multiple invoices and fee amounts (if applicable) n Payment method and channel In the following paragraphs, we describe the options you can choose for receiving this information. 28 City of La Quinta Wells Fargo Treasury Management Receive a daUy accounts receivable file To streamline receivables posting and reconciliation, you receive a daily* accounts receivable file that automatically uploads to your enterprise resource planning (ERP) or financial system. The file provides details of your online bill payment acthity including: n eCheck payments and returned items n Credit card payments • Debit card payments n Remittance information for all payment types The accounts receivable file is available in a fixed-width flat file or in a pipe-delimited flat file. If you need a customized file to integrate with your system, you can use our consolidated receivables service. Electronic Lockbox Online bill payments provide a convenient, simple, and paperless way for your customers to pay you. However, many bill payments initially submitted online can still end as mailed paper checks by bill service providers. These check payments create exceptions and often have incomplete or inaccurate remittance details, which can result in further processing delays for you. Our electronic lockbox service repairs exceptions and merges all your customers' online bill payments into a consolidated electronic remittance file. You use the file to automatically update your accounts receivable system and apply credits to your customers' accounts. With our service, you can increase your straight-through processing rate of receivables and minimize your staff's time spent handling exceptions. Our electronic lockbox service accepts payments from all major bill service providers, consumer credit counseling centers, and walk-in bill payment providers. How it works When you sign up, we'll notify the bill service providers in our network that you can receive payments through our electronic lockbox service. The following graphic shows the flow of a bill payment through the v'arious channels using our electronic lockbox service. $ c 2s CoQsumer inlUaiei bill pa/ment Consumer's financial institution sends Remittance details and funds to bank service provider BlUer service provider sends remittance information and funds (o Weils Fargo Wells Fargo E-Box* service validates and consolidates payments to provide a single remittance ale and settlement Biller posts remittance information to accounts receivable system The City receives a single ACH credit to your deposit account. Automated payment validation To improve the quality and standardization of the remittance file you receive, you can instruct us to use one or more validation routines to identify, filter, and repair invalid payments or other exceptions. We'll suspend payments that include errors or exceptions. You'll have the option to review the suspended payments online and decide what to do with them. You can also simply instruct us to reject and return payments that don't meet your validation routines to the originator. The following table shows examples of the validation routines the City can choose from. City of La Quinta 29 Wells Fargo Treasury Management Validation routine Description Account mask Confirms that the inbound account number matches your billing account number structure. Check digit*Uses a mathematical equation to determine if an account number is valid. Cross-reference database processing Translates consumer-initiated account numbers we receive and corrects the account number prior to validation and processing. This database can correct inaccurate account information your customer enters and can make account number changes that may occur due to a merger, acquisition, or system change. Positive file processing 1 Compares inbound account numbers to a 1 file of valid account numbers you 1 provide. Stop file processing Compares inbound account numbers to a 1 file of unacceptable accounts you provide. 'Applies Co credit card billers. Online payment management and research Manage payments With our electronic lockbox service, you can perform the following functions online:* n View exception payments n Initiate returns on exception and processed payments n Update processed payments requiring account number changes for future processing n Make decisions about exception transactions, including repairing payments with invalid account numbers n Update your cross-reference database with valid account numbers and generate notifications of change (NOCs) to payment originators *The functions you can perform depend on the features you select during implementation. Dual control For added security, a second person can review and approve all changes initiated by another user. Research You can view and research processed payments and access information for reporting and trend analysis. Payment history You can locate transactions using the search criteria in the following table. 30 City of La Quinta Wells Fargo Treasury Management Search criteria Account number Consumer name or account number Amount Processed date Blller ID Trace number You can access all successfully processed payments for the previous 180 days. You can view and print full record-level data in HTML and PDF formats, and export data for manipulation and analysis in XLS and CSV formats. Reporting Our Return and Repair report provides a detailed, payment-level audit of all user activity performed during the past 180 calendar days. You can tailor it to show only payments that meet your search criteria. You can view and print activity in HTML and PDF formats or export in CSV and, XML formats. City of La Quinta 31 Wells Fargo Treasury Management This page left intentionally blank. 32 City of La Quinta Wells Fargo Treasury Management Tab I - Wire transfers The City currently transacts wire transfers on-line, initiating approximately five (5) wires and book transfers a month and receiving approximately two (2) incoming wires per month. 1. Please describe the bank's on-line wire transfer capabilities. What is the deadline for initiating wire transfers? The City can continue to send and receive wires, and transfer funds between your accounts quickly, easily, and securely. Incoming wires We accept wires from Wells Fargo accounts and from the Federal Reserve, SWIFT, and CHIPS (Clearing House Interbank Payments System) networks. If we receive a wire with your valid account number before the processing cutoff time, we'll credit the funds to your account the same day. Outgoing wires We process outgoing payments on a straight through basis according to your instructions. We manually review, correct, and verily a payment that does not pass edits and that our system cannot automatically correct. Our system automatically confirms your available funds and that a wire is not going to a country or beneficiary on the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals Blocked Persons list. If the wire meets these requirements, we release it. Deadlines Incoming We accept incoming wires from the Federal Reserve until 3:00 p.m. PT and credit them the same day. We process incoming SWIFT transactions until 4:00 p.m. PT and credit them the same day. Outgoing The opening time for outgoing wires is 5:00 a.m. PT for all wire types regardless of origination channel. In the following table we provide the cutoff times, which may vary based on wire type and initiation method. We process Hires we receive after the deadlines on the next business day. City of La Quinta 33 Wells Fargo Treasury Management Wire cutoff times (PT) Origination channel Domestic Book Drawdown Cross-border wire (U.S. dollar and foreign currency) Request for Transfer (RFT) Tax payment Online and mobile 2:30 p.m.5:00 p.m.2:30 p.m.2:30 p.m. (USD) 2:00 p.m. (FX) 2:30 p.m.1:30 p.m. Consolidated payables 2:30 p.m.2:30 p.m.2:30 p.m.2:30 p.m.2:30 p.m.1:30 p.m. Telephone 2:30 p.m.N/A 2:30 p.m.2:30 p.m.2:30 p.m.1:00 p.m. Automated j standing transfer | 2:30 p.m.5:00 p.m.2:30 p.m.2:30 p.m.2:30 p.m.1:00 p.m. Online foreign \ exchange j Not applicable Varies by currency Varies by currency Varies by currency Varies by currency Not applicable SWIFT j J 1 2:30 p.m.2:30 p.m.2:30 p.m. 1 2:30 p.m. (USD) 2:00 p.m. (FX) 2:30 p.m.Not applicable 2. What safeguards and security measures does the bank have in place to protect the City? In the following paragraphs, we describe our required and recommended levels of security safeguards for initiating and releasing wires for each method we support. We do not offer fax, PC, or LANed PC wire initiation services. Telephone We require users to enter a PIN and voice print into our voice response unit (VRU) to initiate wires over the phone. We recommend the City establish user-specified wire and account limits. For added security, you can choose callback verification for nonrepetitive wires. We make callbacks when wires exceed threshold amounts you've set on accounts or user limits. We release wires that exceed the limits after an approver confirms the transaction. Approvers confirm wires by entering their PIN and voiceprint into our VRU. Callback verification is optional for nonrepetitive wires; it is not available for repetitive wires. Internet Your company administrator assigns user functionality and account access through our online self-administration service. We require a second administrator to approve access to our online wire service. Your administrator also establishes wire initiation and approval dollar limits by payment type for each user. We require two-factor authentication to access our online services. Each user must enter the following information: n Company ID n User ID n Password • PIN and token code 34 City of La Quinta Wells Fargo Treasury Management We require dual approval for all free-form wire origination and template creation or modifications. Additionally, the Citycan set controls to require up to four approvals. Users can't approve wire or templates that they originate. Additionally, if multiple approvals are required, the same person can't perform more than one approval. Mobile With our optional eyeprint feature,* you'll use your mobile device to scan your eyes to sign on to our mobUe banking service. It takes just seconds to sign on and you'll no longer need to enter your company ID, user ID, and password. You'll also no longer need to carry a token for mobile transactions that require strong authentication, such as releasing a payment. Biometric solutions use your unique physical characteristics to identify you; these solutions are difficult to spoof. Our eyeprint feature uses your one-of-a-kind eyeprint — the unique pattern of blood vessels in the whites of your eyes - to authenticate you. 'Requires an iPhone 5S or above running iOS version lo.i or above or a device running Android version 5.0 or above. CPU to CPU Automated consolidated payables Within your ERP, treasmy workstation, or accounts payable system, the City establishes the levels of authority you require for transmissions sent directly to us. Unless you choose to use secondary approval, we consider any wires initiated and transmitted to us by the City as ready for release. If you use the secondary approval option, we release wires after your secondaiy approver approves the file. Each approver (you can require up to three) reviews, modifies, approves, or deletes the wires online. Files you transmit to us are authenticated and encrypted. Security elements vary according to the internet protocol you choose and may include: • Digital certificates issued by us - ID - Key n Password n PIN and token code n PGP encryption n Connect:Direct (NDM) with Secure+ Manual consolidated payables You can upload your wire payment file and perform secondary approvals for uploaded or transmitted files through our online banking portal. If you use the secondary approval option, we won't release wires until we receive an approval. Each approver (you can require up to three) reviews, modifies, approves, or deletes the wires online. We require two-factor authentication to access our online services. Each user must enter the following information: n Company ID n User ID n Password • PIN and token code City of La Quinta 35 Wells Fargo Treasury Management Tab J - Automated Clearing House (ACH) service requirements ACH direct deposit of payi'oll The City utilizes direct deposit services for bi-weekly pa>Toll for the City. Approximately 95% of the 110 Citv 's employees take advantage of the direct deposit service. Please address the following: 1. Describe the bank's direct deposit services, including the software requirements and transmission options available. Payroll direct deposit You can deposit your employees' payroll, expense reimbursements, and other work-related payments directly into their checking or sasings accounts through ACH. Process When the City submits an electronic file of payment information in a format approved by NACHA, we read it and, following your instructions, deliver pajToll entries to your employees' accounts. With one- and two-day settlement, salaries are available in your employee's accounts on the morning of pavdav With sainp-dav settlement, employees' salaries are available in their accounts by the end of their financial institution's business day. Credit your «nplci>-ees' accounts atWdls Fargo Recesving banks Credit your emplo>"ees' accounts at other banks Wells Fargo ACH sj'stem Debit to your accountat Weils Fargo Deadline You can send direct deposit files anytime 24 hours a day, 7 days a week, although we have established deadlines for processing. If you send a file after the established cutolf time, or with an effective date on a holiday or weekend, we'll process it on the next business day. The following table lists the deadlines for all settlement options. City of La Quinta 37 Wells Fargo Treasury Management 2. Origination method Same-day settlement (on-us)* Same-day settlement (transit)t One-day settlement Two-day settlement Direct origination 6:00 p.m. PT 6:00 a.m. PT and 10:00 a.m. PT 6:00 p.m. PT 9:00 p.m. PT Consolidated payables transmission 5:30 p.m. PT ' 1 6:00 a.m. PT and 10:00 a.m. PT 5:30 p.m. PT 1 5:30 p.m. PT Online ^ i 4:00 p.m. PT 6:00 a.m. PT and 10:00 a.m. PT 6:00 p.m. PT 6:00 p.m. PT *Both Che originating account and receiving account must be Wells Fargo accounts. The $25,000 transaction limit for NACHA's Same Day Rule does not apply to on-us transactions. tTransactions more than $25,000 and international transactions (lAT) are not eligible. Funds from incoming credits are available by 5:00 p.m. local time. Discuss screening measures tliat the bank uses to minimize errors on files sent to the bank. Describe the process and timing available for file/error correction. Initial file verification and messaging If you use one of our supported internet protocols to submit your files, we verify that the files comply with formatting and accuracy requirements. We'll send you an email notification Aat we received your files. This notification includes a timescaiftp andlndicates whether your file loaded successfully or failed. You can also choose to receive file transfer notifications by email when we: • Receive a file with no data n Receive an unexpected file n Do not receive an expected file To further verify accurate and secure receipt of your fiJes, we've built the following control measures into our file transmission services. Checked items File names Service checks automatically rename files so that they include transaction identifications, dates, and time identifiers in the correct formats. We also scan files for viruses. Service checks verify that: • Expected headers are present n Extensions are correct n File names include required product identifiers n File names do not include prohibited characters n File names do not include prohibited e.xtensions Encr>q)tion Our transmission service supports Pretty Good Privacy (PGP) as an additional level of encryption. PGP uses public and private key pairs, and we require all PGP-encrypted files to be digitally signed. Our transmission service is compatible with PGP software that meets open source standards. Failure Well notify you by email if your file fails any of the previously described service checks. 38 City of La Quinta Wells Fargo Treasury Management File transfer notifications You can choose to receive file transfer notifications by email when we: n Receive your file • Receive a file with no data n Receive an unexpected file n Do not receive an expected file To verify accurate and secure receipt of your transactions, we employ additional control measures within our ACH direct origination service. Service level v^erification When we receive your direct origination transmission we automatically confirm receipt and the total number of items and total dollar amounts of the file. We generate a CNote transmittal register that is available by email, transmission, or fax within 15 minutes ot receipt of your file. You can choose to receive CNotes as a report or in a data file format you can download directly into your system to automate the confirmation process. When you receive a CNote, you should: n Verify the item counts and dollar amounts agree with your records n Check for messages indicating problems with the processing of your file Contact us immediately if you do not receive a CNote in a reasonable amount of time or if your records do not agree with the CNote information. Besides confirming file receipt and information, we also perform a number of tests to help ensure that your files are in the correct format and that they are accurate. Within 90 minutes of file processing, we test each file to verify NACHA format, mandatory content, and settlement date, if your entire tile rejects from processing, we'll notify you immediately by phone. 3. Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when the funds are debited from the City's account. You can send direct deposit files anytime 24 hours a day, 7 days a week, although we have established deadlines for processing. If you send a file after the established cutoff time, or with an effective date on a holiday or weekend, we'll process it on the next business day. The following table lists the deadlines for all settlement options. City of La Quinta 39 Wells Fargo Treasury Management Origination Same-day Same-day One-day Two-day method settlement settlement settlement settlement (on-us)*(transit)t Direct 6:00 p.m. PT 6:00 a.m. PT 6:00 p.m. PT 9:00 p.m. PT origination and 10:00 a.m. PT n 1 Consolidated 5:30 p.m. PT 6:00 a.m. PT 5:30 p.m. PT 5:30 p.m. PT payables and transmission 10:00 a.m. PT Online 4:00 p.m. PT 1 6:00 a.m. PT 6:00 p.m. PT 6:00 p.m. PT and 1 1 10:00 a.m. PT 1 •Both the originating account and receiving account must be Wells Fargo accounts. The $25,000 transaction limit for NACHA's Same Day Rule does not apply to on-us transactions, tlransactions more than $25,000 and International transactions (lAT) are not eligible. Funds from Incoming credits are available by 5:00 p.m. local time, 4. Discuss any employee benefit programs for City employees and indicate if the bank would be able to participate in City-hosted employee benefits presentations. We are committed to helping the City support your employees with enhanced benefits through our Wells Fargo At Work^'^' program. Offered at no cost to you, the program brings engaging financial workshops, tools, resources, and options to your workplace. Your employees will have access to financial resources that can help them and your company. Enhanced employee benefits for the City Our program helps you enhance your financial wellness benefits for your employees by providing: • Financial wellness workshops delivered at your locations • Customized materials to help promote the City's program benefits n Support for company initiatives to help increase participation, such as encouraging direct deposit or retirement savings n Options to help your employees keep their financial priorities on track n Online, mobile, phone, and in-person access* •Your mobile carrier's message and data rates may apply. Availability may be affected by your mobile device's coverage area. Your Wells Fargo At Work program representative helps to implement the program, and serves as your single point of contact. Financial education for your employees In person A distinct advantage of our program is our dedicated team of program representatives. Our team members work with you to provide financial workshops, consultations, and support for your employees, conveniently delivered at the City's locations. Complimentary on-site financial workshop topics include: n Budgeting and saving n Managing your credit n Paying for college n Buying a home n Monitoring your financial information 40 City of La Quinta Wells Fargo Treasury Management Online and mobile We also provide online and mobile access to our financial wellness services, 24 hours a day, 7 days a week. We describe these services in the following paragraphs. My Financial Guide This guide offers a variety of articles, videos, and tips to help answer your employees' financial questions and help them plan for their goals. The content is available in English and Spanish. You can visit wellsfargo.com/ financial-education for more information. Financial health microsite This website helps your employees start or make further progress on their journey to financial securit>-. It shows how changing "one little thing" in their spending habits can lead to a positive impact on their overall financial situation. You can ^^sit wellsfargo.coin/tinancial- hcalth for more information. Hands on Banking This free, public service offered by Wells Fargo is a non-commercial financial education program. It provides relevant and engaging content for children, young adults, adults, entrepreneurs, seniors, military service members, and veterans. TTie youth curriculum aligns with the Common Core State Standards Initiative. You can visit handsonbanking.org for financial education modules for each target audience. The website also offers tools and resources that may help your employees and their families make smarter financial decisions.* *The Hands on Banking program is a free public senice provided by Wells Fargo Foundation. An account or business relationship is not required for use or access. Additional resources for the City's employees banking with us Financial health conversations Your employees can help improve their financial well-being and build confidence by speaking with a Wells Fargo Financial Health Banker. This complimentar}' service is offered Monday through Saturday, from 6:00 a.m. PT until 4:00 pm FT. Tlie conversations are focused on helping with the following: n Find new ways to reduce spending and build savings n Take control of debt, and pay bills with confidence n Make credit work for you, not against you Steps to Better Banking We welcome new checking customers with email, online, and ATM communications on how to use key services and maximize account benefits. The step-by-step series includes videos and tips, such as how to set up alerts and bill pay, make a mobile deposit, and pay friends and family. Daily Change App Our savings app is designed to help customers start to save, or to save more consistently. Money can be securely transferred from a Wells Fargo checking account to a Wells Fargo savings account direct through the app.* Customers are presented with fun and simple steps to help manage spending, create savings, and develop healthy savings habits. *A Wells Fargo consumer checking account, savings account, and online banking account are required to use the app. The app cannot be used with the following types of accounts: Teen Checking^" account, time accounts, IR.\s, business and brokerage accounts, and Wells Fargo EasyPay'^ Card. City of La Quinta 41 Wells Fargo Treasury Management My Money Map Our online money management tools can help your employees map their own financial plan and see their finances in a new way. With one click, the tools help track their spending, budget, and savings activities - displayed in easy-to-understand charts. Transactions from Wells Fargo deposit and credit accounts are automatically updated, so you can monitor your progress and adjust as needed. Is there direct support for file testing? Yes. Wells Fargo does provide technical support, depending on the situation. In most cases, client service officers can diagnose your problem and provide a solution on the first call. When necessary, an additional level of support is promptly available. Transmissions issues Our Wholesale Transmissions department focuses primarily on communication issues related to data transmission. Customers who exchange information with Wells Fargo using our data transmission service will also have the help of a dedicated support staff. ACH vendor payments The City would like to make pajTuents electronically. Describe the program used by the bank to facilitate these payments. The City currently uses T^ ler Incode lo for its financial software. Automated Clearing House (ACH) services allow you to electronically initiate and manage a wide variety of transactions quickly and conveniently, including: • Direct deposits • Direct debits • Vendor payments • State and federal tax payments • Cash concentration and disbursements n Check conversion and truncation services We develop and maintain our proprietary ACH system in-house. Our system allows us to adapt easily to the rapidly changing needs of our customers without having to rely on a vendor for system updates. Designed to be inherently scalable, our system can accommodate your existing transaction volume, as well as your volume increases. You'll have access to continuous ACH processing 24 hours a day, 7 days a week, with extended deadlines and no processing window restrictions. We supply electronic file confirmations within 15 minutes of receipt of your files, and we can warehouse files for up to 45 days before the effective date. You can originate same-day, one-day, and two-day ACH transactions through each of our origination methods. We can initiate or receive any ACH payment type authorized by the National Automated Clearing House Association (NACHA). 42 City of La Quinta Wells Fargo Treasury Management ACH auto debit The bank must have the capabilitv' to accommodate an online bill collection services. Acknowledged. Online bill payments pro\ide a convenient, simple, and paperless way for your customers to pay you. However, many bill payments initially submitted online can still end as mailed paper checks by bill service providers. These check pa>Tnents create exceptions and often have incomplete or inaccurate remittance details, which can result in further processing delays for you. Our electronic lockbox service repairs exceptions and merges all your customers' online bill payments into a consolidated electronic remittance file. You use the file to automatically update your accounts receivable system and apply credits to your customers' accounts. With our service, you can increase your straight-through processing rate of receivables and minimize your staffs time spent handling exceptions. Our electronic lockbox service accepts payments from all major bill service providers, consumer credit counseling centers, and walk-in bill payment providers. How it works When you sign up, we'll notify the bill service providers in our network that you can receive payments through our electronic lockbox service. The following graphic shows the flow of a bill pa>Tnent through the various channels using our electronic lockbox service. $ Consumer initiates bill payment CoDSumer's financial institution sends Remittance details and funds to bank service provider III! Biller service provider sends remittance information and funds to Wells Fargo Wells Fargo E-Box* service validates and consolidates payments to provide a single remittance file and settlement Biller posts remittance information to accounts receivable system The City receives a single ACH credit to your deposit account. Automated payment validation To improve the quality and standardization of the remittance file you receive, you can instruct us to use one or more validation routines to identify, filter, and repair invalid payments or other exceptions. We'll suspend pa>Tnents that include errors or exceptions. You'll have the option to review the suspended payments online and decide what to do with them. You can also simply instruct us to reject and return payments that don't meet your validation routines to the originator. The following table shows examples of the validation routines you can choose ft*om. City of La Quinta 43 Wells Fargo Treasury Management VaMdation routine Description Account mask Confirms that the inbound account number matches your billing account number structure. Check digit'Uses a mathematical equation to determine if an account number is valid. Cross-reference database processing Translates consumer-initiated account numbers we receive and corrects the account number prior to validation and processing. This database can correct inaccurate account information your customer enters and can make account number changes that may occur due to a merger, acquisition, or system change. Positive file processing Compares inbound account numbers to a file of valid account numbers you provide. Stop file processing i Compares inbound account numbers to a file of unacceptable accounts you 1 provide. "Applies Co credit card billers. Online payment management and research Manage payments With our electronic lockbox service, you can perform the following functions online:* n View exception payments • Initiate returns on exception and processed payments n Update processed payments requiring account number changes for future processing n Make decisions about exception transactions, including repairing payments with invalid account numbers • Update your cross-reference database with valid account numbers and generate notifications of change (NOCs) to payment originators *The functions you can perform depend on the features you select during implementation. Dual control For added security, a second person can review and approve all changes initiated by another user. Research You can view and research processed payments and access information for reporting and trend analysis. Pajonent history You can locate transactions using the search criteria in the following table. Search criteria Account number Consumer name or account number Amount Processed date 44 City of La Quinta Wells Fargo Treasury Management Search criteria BillerlD Trace number You can access all successfully processed payments for the previous 180 days. You can view and print full record-level data in HTML and PDF formats, and export data for manipulation and analysis in XLS and CSV formats. Reporting Our Return and Repair report provides a detailed, payment-level audit of all user activity performed during the past 180 calendar days. You can tailor it to show only payments that meet your search criteria. You can \iew and print activity in HTML and PDF formats or export in CSV and, XML formats. City of La Quinta 45 Wells Fargo Treasury Management This page left intentionally blank. 46 CityofLaQuinta Wells Fargo Treasury Management Tab K - Payroll tax processing Please describe the bank's pa>ToIl tax witliholding services and its related costs. The City requires the abilitv' to report and pay state and federal tax withholdlngs automatically online or by telephone. Tax payment options You can choose from two convenient tax payment options: WellsTAX'® Payments and ACH Payments. Both services are available 24 hours a day, 7 days a week. Please refer to Tab A of the Appendix section for pricing details. WellsTAX Payments You can easily make federal, state, and local tax payments by touch-tone telephone or online. Following easy-to-understand prompts, you simply enter your bank-provided access code, personal identification number (PIN), tax code, due date, and payment amount. We do the rest. ACH Payments You can easily make federal, state, and local tax payments through our online ACH service. Accessing the service is easy. You'll sign on to the online banking portal using your company ID, user ID, and password. To access our online ACH service you'll also need to input a PIN and token code. To create a payment, you select tax as your pa>ment type, enter the effective date, select whether the payment is recurring, and import or select the beneficiary information. You are even able to consolidate payments to multiple tax authorities in one batch as long as you are originating them from the same account. Choose the option that fits your needs Features WellsTAX Payments service ACH Payments service Channels Online Telephone Online Deadlines One business day prior to due date: n State payments: 4:00 p.m. PT • Federal payments: 3:30 p.m. PT On-us same day*: n 4:00 p.m. PT Transit same-dayt: • 6:00 a.m. and 10:00 a.m. PT One and two day: • 6:00 p.m. PT Multiple payment upload Online only Yes Ability to initiate other ACH payment types No Yes Ability to create templates No Yes Warehouse capabilities 30 days 45 days Settlement options Same day Same day One day Two day Dual control Optional (online only)Required City of La Quinta 47 Wells Fargo Treasury Management Reporting WeUsTAX Payments service ACH Payments service Same-day online payment confirmations for online payments Same-day fax or next day mail confirmations for phone payments Online quarterly activity statement Access to online tax payment history up to two years Standard payment reports (available for 30 days); • Beneficiary Detail n ACH Payment Detail n Payment Template Detail n Payment Summary n Payment Template Summary n Payment Audit n Payment Template Audit *Both the originating account and receiving account must be Weils Fargo accounts. The $25,000 transaction limit for NACHA's Same Day Rule does not apply to on-us transactions. tTransactions more than $25,000 and international transactions (lAT) are not eligible. Funds from incoming credits are available by 5:00 p.m. local time. 48 City of La Quinta Wells Fargo Treasury Management Tab L - State activity/LAIF transfers The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives State electronic pa>Tnents. 1. Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer, etc.? How is the accuracy of transfers assured? LAIF (Local Agency Investment Fund) transfers are handled as follows: • Fimds transfer to LAIF - the Cit>' will contact the State of California LAIF office to advise of a funds transfer. A LAIF representative will provide a transfer confirmation number. The deadline is 10:00 a.m. PT. You will initiate the funds transfer electronically by wire. n Funds transfer from LAIF - Contact the State of California LAIF office to request a withdrawal. The deadline is 10:00 a.m. PT. The funds will be transferred into your Wells Fargo account by vdre transfer the same day. 2. What is the charge per transfer to LAIF? From LAIF? Each outgoing wire transfer will be charged S4.00 and assessed through your account analysis. The funds will be transferred into your Wells Fargo account by wire transfer the same day and be available immediately provided that it's received by Wells Fargo before the Federal Reserve closes. 3. Does the bank have an office in Sacramento that maintains a direct DDA banldng relationship with the State Treasurer's office and the State Controller's office? Yes. Please see details below on our same-day banking and Sacramento Lockbox services. Same-day banking Wells Fargo participates in the State Controller s "same-day banking" program. TheState Controller's office sends Wells Fargo a daily fax identifying state agencies that participate in the program and public agencies with Wells Fargo accounts who are receiving payments. The fax also identifies the payment amount, which we credit on a same-day basis to the applicable accounts. Payment information is received in the morning and accounts are credited with funds that are available that same day. Wells Fargo is an approved State depositoiy bank. The closest branch to the state capitol is the Sacramento Main store located at 400 Capitol Mall, Sacramento, CA 95814. 4. Is the bank an approved State of California depository? Yes. Wells Fargo is a State of California approved depository bank. 5. What is the charge for the deposit of State electronic payments? State warrants? Please refer to the ACH received Items and incoming wire transfers section of the RFP response and all applicable pricing in our bid form. City of La Quinta 49 Wells Fargo Treasury Management 6. What is the bank's position on past issuance of lOlFs by the State of CA? Does the bank accept lOLTs for deposit? Historically, we have supported the State and our customers by accepting State of California lOUs for deposit. We continue to value our relationship vrith the State, including the Treasurer's and Controller's offices. In the unlikely event that the State issues lOUs in the future, we vrill follow Wells Fargo Bank, N.A. 51 processes and procedures that are in the best interest of the State, the bank, and our customers. The City currently utilizes a web-based on-line system to perform a variety of processes, such as placing stop payments and accessing online balance reporting information for all accounts. \ Please describe the banks on-line banking and information reporting system(s) including a list of all services provided. Single sign-on access Our online banking portal is available 24 hours a day, 7 days a week, and provides you with single sign-on access to account information and a wide range of financial services. You can customize your portal home page so you can view critical account balances and transaction information at a glance. The follovring table lists the services that you can access through our online banking portal. Services available online Treasury Management ACH Payments Alerts Basic Banking Cash Vault Deposit Maintenance Desktop Deposit® Document Retrieval E-Box® Decisioning Electronic Document Delivery Fraud Manager n Positive Pay • Check Issues* n ACH Fraud Filter Healthcare Claims Payments Healthcare Supplier Payments Lockbox Payment and Delivery Preferences Payment Manager® Payment Manager File Validation Tool Retail Lockbox Image Archive Returned Item services Reverse Positive Pay SAFE Transmission CEO® Administration Statements & Notices Sweep Statements and Confirmations Transaction Search • Search Transaction History n Images n ACH Deletes and Reversals n Stop Payments Treasury Information Reporting Purchasing Commercial Card Expense Reporting International Services Canadian Treasury Services Foreign Exchange CEO Trade • Export Services " Import Services n MIS and Images Credit, Loan, and Finance Asset Based Lending Business Credit Services Credit Management Fed Funds Online Global Fed Funds Interest Rate Management Loan Document Templates Mortgage Information Reporting Receivables Financing Supply Chain Finance Warehouse Lending Finance WFBCI Customer Reporting Trust and Investmentt Fed Funds Institutional Investing: Reporting Institutional Investing: Trading Market Linked Investment Offerings Mutual Fund Reporting Mutual Fund Trading Prime Services Retirement Plan Payments Retirement Professionals Workstation Retirement Solutions Securities Lending Reporting 50 City of La Quinta Wells Fargo Treasury Management Services available online • Cash Flow Analysis • Pooling and Intercompany Loans WellsTax payments Wire Transfer Prepaid Card Solutions CEO Recognition Card Insurance Services CyberSure'^' Security Valuations Trust Analytics Trust Information Delivery Trust Portfolio Reporting Trust Transaction Management Wells Capital Management Wells Fargo Advantage Funds Wells Fargo Securities - Fixed Income Sales *Add new checks, cancel existing checks, or place stop payments. tinvestment products are not FDIC-insured, are not deposits of or guaranteed by the bank, and may lose value. Deposit and credit products are offered by Wells Fargo Bank, N.A. Member FDIC. What are the current computer hardware and software specifications for most effectively utilizing the bank's on-line system? The following table lists our system requirements. System requirements* Supported operating systems j ! n Windows 7 Professional n Windows 8.1 Professional n Windows 10 Professional n Mac OS X E! Capitan 10.11 n macOS Sierra 10.12 Supported browsers • Microsoft Internet Explorer 11 n Microsoft Edge n Safari (only on Mac) n Mozilla Firefox (only on Windows) n Google Chrome Browser plug-ins and settings i 1 n Adobe Reader 7 (for viewing reports) • Adobe Flash Player 7 (for viewing tutorials) n JavaScript enabled n Session cookies enabled • XHR enabled •System requirements are subject to change and may vary for our other online applications. For the most current requirements, go to httDs://wellsofFice. wellsfarQo.com/DOital/5iQnon/helDPaaes/5V5temReQuirements. ISO. At what time (Pacific Standard Time) is prior day information available? We update previous day information by 3:30 a.m. PT on business days, and by 5:30 a.m. FT on Saturday. Is the per item fee for prior day reporting based on the number of items reported or accessed? The per item fee for prior day reporting is based on the number of items reported. Can the reports be customized? Exported to Excel? Yes. You can view and download reports in various formats through our online information reporting service. Options vary by report and include HTML, PDF, Excel, CSV, and BAIV2. City of La Quinta 51 Wells Fargo Treasury Management 6. What types of security' measures are in place? How is the assignment of user l.D/s and passwords managed? Our online banking portal uses the following access and information protection security features: Authentication The system requires multiple sign on identifier, including: n Company ID, user ID, and password • Strong or two-factor authentication for all online payment and administration services using a PIN and token code Account lockout The system will lock out a user account when there are invalid password attempts. If an account becomes locked, the user must contact the City's administrator or a Treasury Management Client Services representative to reissue and reset the password. Timed log off We time and monitor online and mobile sessions to automatically logs users out during periods of inactivity. This reduces the risk of others accessing information from unattended computers or mobile devices. Access control You determine who can access protected resources, and which resources are available for access. We can set up entitlements for each user, or, using our online administration service, your administrators can create user IDs and assign privileges. Dual custody To reduce your fraud risk, we require dual custody (separate users to initiate and approve) to release online payment transactions and for administration actions related to transaction- based services. Dual custody is an industry standard best practice that helps protect against fraud attempts that could originate inside or outside your organization. For maximum effectiveness, dual custody should involve two users on different computers or mobile devices. You can choose to add dual custody to other administration features such as user setup and password resets. Encryption We conduct user sign-ons and all session activities using 256-bit encryption. During sign-on or when using two-factor authentication we mask passwords, PINs, and token codes for security reasons. Additionally, the system stores all passwords using one-way hashing. Audit controls We internally log and monitor customer events that occur on our online system. Event logs provide information about user activities such as sign-ons, user profile updates, and transactional activity. These logs identify the user, date and time of event, and other information relevant to the acti\ity performed. Password changes We require users to change their password every 90 days. Your administrator can contact us to change this expiration period to 30, 60,90, or 120 days. Once set, your password expiration period applies to your entire company. 52 City of La Quinta Wells Fargo Treasury Management 7. What is the bank's contingency plan for providing this information in the event of an unexpected bank system problem or natural disaster? Our core procedures for business continuity planning remain the same for many types of disruptions or disasters. Our goal is always to restore and maintain normal service levels as soon as possible. Contingency planning, routine data backups, and business recovery are parts of each recovery plan. We have teams on call 24 hours a day, 7 days a week, ready to respond to a disruption. Online banking portal If the online banking portal experiences a disruption, we'll use our backup environment or invoke product recovery plans as needed. We maintain a duplicate environment of our online banking portal in a separate location. We actively monitor the readiness of the alternate site by using it to deploy code enhancements and enact disaster preparedness simulations. Mobile service* We have a backup environment for our mobile platform in the event of a system disruption. Our mobile service and online banking portal channels use different web addresses and user interlaces. This means ^at, depending on the nature and root cause of a disruption, users may be able to a^^sTervices through the mobile service if our online banking portal is unavailable. Additionally, our mobile token feature allows users to use their mobile device in place of a physical token to access secure services. This can be helpful in instances where users are separated from their physical token. •Requires iOS version 10.1 or higher or Android version 5.0 or higher. 8. Does the bank offer electronic delivery of statements, reports, and notices? Yes. You can access your statements, notices, and legal disclosures through our single sign-on portal. You can reduce paper by accessing a PDF version of your documents at your convenience. City of La Quinta 53 Wells Fargo Treasury Management This page left intentionally blank. 54 City of La Quinta Wells Fargo Treasury Management Tab N - Account reconcilement The City currently issues approximately 400 Accounts Payable and Pa>Toll checks monthly and utilizes Full Accoimt Reconcilement with Positive Pay services for its disbursement accounts. 1. Does the bank offer Full Account Reconcilement Services with Positive Pay? If so, please describe the service including accepted methods for receiving the Positive Pay data and the format specifications for that data. Yes. With our Account Reconciliation Plan (ARP) and automated reporting service, the City can quickly and efficiently reconcile your disbursement accounts with your internal accounting records. In addition, it helps you detect and reduce your exposure to check fraud. Benefits n Reduces accounting costs and increases productivity n Improves cash control and provides faster, more accurate information • Increases audit control n Minimizes both internal and external fraud losses We offer our disbursement customers both Full and Partial ARP. Full ARP With this service, the Cit>' provides the bank with issued check information, and we reconcile your paid checks to your issued checks and send a detailed statement. We update check issue information more than 50 times each day, seven days a week. Within 90 minutes of electronic transmission, you can receive an optional file confirmation for check issue information or stop payments. On a weekly or monthly basis, comprehensive statements are available for your account. You can request a variet>' of optional reports including Paid Checks, Outstanding Checks, Stop Payments, and several others. 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. Optional reporting Our information reporting system is fully integrated with our online banking portal, making it easy for your staff to access all relevant reports and information online. You can access images of exception items online in real time. You can view, print, and download images, and submit pay and return decisions. You can also use our mobile service to access real-time images, view positive pay exceptions, and make pay and return decisions. Does the bank offer TeUer Positive Pay and Payee Positive Pay? Yes. We know that reducing fraud is an important concern. That's why we've focused on integrating our positive pay service with our teller system. Because we capture issue files and update the bank teller line every 30 minutes throughout the day, our tellers view the most current positive pay information available. This provides additional protection against check fraud. dD City of La Quinta 55 Wells Fargo Treasury Management Our ability to provide up-to-date information more than 50 times a day, seven days a week, distinguishes us from other banks. We capture your positive pay files every 15 minutes from 6:00 a.m. to 8:00 p.m. PT. When presented with an unmatched item, our tellers will make a best efforts attempt to contact Treasury Management Client Services, who will contact the City to request instructions about how to handle the item. Payee Validation We offer an optional payee validation solution. We validate payee names on all checks presented for encashment* at our teller windows and on deposited checks above the threshold dollar amount. Payee matches are paid and payee mismatches are reported foryour pay or return decision. *If the payee is not a Wells Fargo customer, he or she vvill be charged a check cashing fee when a clieck is presented for cash at a Wells Fargo location. Alternatively, the City has the option to pay the check cashing fee as part of your account analysis. 3. How are the exception items under the Positive Pay reported to the City? What is the procedure and timeline for pa>ing or returning exception items? You can access images of exception items online in real time. You can view, print, and download images, and submit pay and return decisions. You can also use our mobile service to access real-time images, view positive pay exceptions, and make pay and return decisions. 4. How are manual checks issued by the City sent to the bank for inclusion in Positive Pay? You can send manual check issues and deletes using our online fraud management solution. You can update your check issue records 24 hours a day, 7 days a week. 5. Does the bank provide on-line check imaging for exception items? Yes. You can access images of exception items online in real time. You can view, print, and download images, and submit pay and return decisions. You can also use our mobile service to access real-time images, view positive pay exceptions, and make pay and return decisions. 6. Describe the bank's check truncation service. Is on-line check imaging available for paid items? Deposit slips? Bank correction advices? When processing paper items, check truncation is our standard service. We image these items and store them onsite. Items captured in Operations are destroyed after 10 days, and items captured in our banking stores are destroyed after 20 days. We retain images for seven years after posting. 7. Does the bank offer a CD-ROM imaging service? If so, please describe the service and associated costs. Yes. We capture images of paid items and provide them through three delivery channels: n Online n On a disk • In an image transmission Please refer to Tab A of the Appendix section for pricing details. 56 City of LaQuinta Wells Fargo Treasury Management 8. Describe the bank's on-line stop payment, void, and cancellation services and features. How long is a stop payment effective via any method available? The City can quickly access stop payment, check image, and check voiding services through our online banking portal. Stop payments With our Transaction Search service, you can place a stop payment for a single check or a list or range of up to 50 checks. Our service automatically verifies if the check posted within the last 180 days, including intraday memo post activity. If you try to place a stop on a check that already has one, our service displays the existing stop payment with expiration date. Stop payments are effective immediately when successfully initiated through the Transaction Search service. Images of paid checks You can request copies of paid checks through our Transaction Search service. Images are available by 6:00 a.m. PT the business day after posting. Some images may also be available on an intraday basis. Images are available for seven years and can be viewed online, printed, or saved in PDF or RTF formats. Void and cancel checks You can use our online fraud management tool to update your check issue records with voids and cancels. We accept uploads and update our systems throughout the day. 9. Describe how long online images are available for display and what type of images are available. You can retrieve, view, print, and download images through our online banking portal. Images are available for seven years. Image transmission Our image transmission option provides a daily, weekly, semi-monthly, or monthly file of paid check images, and related index information. Image files are available as early as 8:00 a.m. PT the day after posting. 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. City of La Quinta 57 Wells Fargo Treasury Management This page left intentionaUy blank. 58 City of ha Quinta Wells Fargo Treasury Management Tab O - Daylight overdraft protection The City currently requires daylight overdraft protection. 1, Describe any issues, concerns, and charges associated with the use of daylight overdraft facility. We do not charge for daylight overdrafts. 2. Will the bank guarantee payment of all the items even if it results in the account being overdrawn temporarily for the day? If the City experiences an overdraft issue caused by legitimate transactions, your relationship team members, Jamie Varner and Virginia Skelly, will receive a report in the morning and make every attempt to reach you in the time period allowed. If funds are coming in from LAIF or another guaranteed source and you can provide the confirmation number showing that those funds will post the same day, we will honor your transactions. City of La Quinta 59 Wells Fargo Treasury Management This page left intentionally blank. 6 0 City of La Quinta Wells Fargo Treasury Management Tab P - Merchant bankcard 1. The City currently accepts Visa and MasterCard credit card payments approximating $62,000.00 in collections per month, with transactions averaging at approximately 500 per month. The Cit>' currently has three {3) merchant locations or I.D.s accepting pa>Tnent for the City for services. The Cit>' prefers a single point of contact for technical issues, configuration changes, upgrades, maintenance, and troubleshooting for any merchant bankcard issues. Please describe the bank's Merchant Bankcard and Point-of-Sale processing capabilities. We process both PIN-based and signature-based debit card transactions. If the authorization request is signature-based, we process the transaction through the appropriate payment network — Visa, Mastercard, or Discover. If the authorization request is PIN-based, we process the transaction through one of the PIN debit networks listed in the following table. PIN debit networks ACCEL Maestro AFFN NYCE CULIANCE PULSE Interlink 1 PIN Authenticated Visa Debit (PVAD) | SHAZAM 1 Jeanie Star Cash Station HONOR MAC 2. Please describe your reporting methodology and how adjustments and charge backs and other debit adjustments are netted from daily proceeds or debited from daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurs? \\Tiat is the rebuttal process? You can easily reconcile transactions with your internal systems, and you can reconcile with your deposit account, using reports available through our merchant reporting system. The reports, which are available daily, include those described in the following table. 1 Report name Description ' Transaction Summary 1 Summary [nformaticn by location and 1 transaction type Transaction Listing ' Details of processed, rejected, and refund transactions by location Batch Summary Summary information by batch processed Bank Deposit Summary Summary of bank deposits processed City of La Quinta 61 Wells Fargo Treasury Management Report name Description Expandiecl Bank Deposit Summary Summary of bank deposits by location Bank Deposit Adjustment Summary Summary of adjustments affecting the bank deposit Bank Deposit Adjustment Detail Detailed adjustment information Funding Reconciliation Summary Summary of funded transactions Funding Reconciliation Detail Details of funded transactions Card Type Summary Summary Information for each card type Today's Bank Deposits Summary of bank deposits by card type Prior day activity is usually available in manually downloaded reports after 7:00 a.m. FT. Scheduled reports, which you can request for daily, weekly, monthly, quarterly, or annual delivery, are typically delivered by 8:00 a.m. FT the business day after the requested end date. The reports are avaOable online; mailed and faxed reports are not available. You can download the reports manually, or you can schedule them for email delivery or delivery to a report mailbox within our reporting system. When and how will the City receive funds for each day's transactions? Is the settlement by ACH or Fed wire? Are settlement amounts listed separately on Ihe bank statement or will diey appear in one lump sum? \^11 the bank break out settlement amounts by merchant location? We typically list settlement amounts on your merchant statement as one lump sum per day. Therefore, each settlement amount may consist of Visa, Mastercard, and Discover transactions. American Express transactions may also be included, or they may be included in a separate settlement amount depending on your contractual agreement with American Express. We combine Saturday and Sunday activity into Monday activity.* We setde your funds by direct credit to your Wells Fargo demand deposit account, or by ACH to another financial institution. We do not settle funds by Fedwire. Within our online merchant reporting system, you can create groups based on the following criteria: n Merchant ID n Doing business as (DBA) name n City n State n Postal code n Country You can then schedule reports for each group. The system will deliver each report by email to one or more email addresses that you designate. There is no additional cost for this service. •If Monday is a holiday, we combine the activity with the next business day's activity. 62 City of La Quiuta Wells Fargo Treasury Management 4. What is the cutoff time for card transactions? You can choose a cutoff time of 5:00 p.m. PT or 3:00 p.m. PT. We process transactions Monday through Friday, excluding Federal holidays. We do not process transactions on weekends. We process payments submitted on a weekend or a holiday on the next business day. 5. The City has three (3) credit card terminals with third party vendor settlements (Ingenico brand with chip reader technology). Can the bank supply the City with additional terminals if needed? Does the bank have a preferred credit card third party vendor for daily settlements? We recommend the City purchase FD130 terminals to replace the Ingenico units currently in use. Details on the pricing for this hardware can be found in Tab A of the Appendix. Additional devices can be purchased at any time. We manage all of your merchant processing needs through Wells Fargo Merchant Services. Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. 6. Is the bankcard relationship managed by a separate unit of the bank, or by the Account Relationship Manager? Please briefly describe tbe structure of tbis area. The bankcard relationship is managed by your treasury management relationship manager Jamie Varner. The City's bankcard services will also be supported by Charles Broyles, your dedicated merchant services consultant. 7. When and how are the discount rate fees charged to the City? Can this fee be paid through analysis? Is tiered pricing available? The discount fee settlement is calculated on gross sales. We typically settle these fees monthly. Merchant processing fees are not paid through account analysis. Tiered pricing is not permitted. Please refer to Tab A of the Appendix section for pricing details. 8. Is reporting information available online? Wbat is the fee associated with tliiig service? Is a "corporate level" view available to see all die merchant accounts? Yes. You can access all merchant reports, information, and your monthly merchant statement through our online merchant portal. 9. Wbat network will be used for front-end and back-end operations? The terminal we're proposing supports wired and wireless internet protocol (IP) connectivity wilh dial back-up. You can use: n Broadband internet using a wired Ethernet supported with a DSL or cable modem n Broadband internet using Wi Fi supported with a wireless router n An analog phone line for dial back-up 10. Please e:!q)lain your rate increase policies. Can the rates be fixed for any period of time during the City's contract? Your rate will be secured, at minimum, for the first year of the contract. We provide annual merchant reviews, at which point we explore whether rate modifications are warranted. Please refer to Tab A of the Appendix section for pricing details. Cily of La Quinta 63 Wells Fargo Treasury Management 11. What payment gateway platforms are accepted or provided? We support more than 200 commercial gateways, and will comment specifically on our ability to interface if you begin tiiis ejq)loration. In addition, we have our proprietary gateway — the Wells Fargo Payment Gateway. When it's convenient for the City, we would like to discuss your gateway needs so we can make an appropriate recommendation. 12. The following pertains to the associated discount rate and olher applicable charges. Please provide the following: a. Visa Authorization Fee b.MasterCard Authorization Fee c. Monthly Service Fee d. Monthly Statement Fee e. Please list any and all other applicable fees that the City would be charged. f. List any other credit cards accepted (Discover, American Express, etc.) and provide information answering Ae questions in diis section for such other services. Please refer to Tab A of the Appends section for all pricing details. 64 City of La Quinta Wells Fargo Treasury Management Tab Q - Purchasing card The City currently has a purchasing card program in place for employees to make various types of purchases and incur expenses for City-related business. 1. Does the bank offer a purchasing card service? If so, please describe the service. Yes. We're a top issuer of commercial cards fully committed to a true single-card approach. Our single-card solution allows you to consolidate small dollar purchases including: n Fleet n Travel n Relocation n Ghost accounts n Department cards n Airfare cards Structuring our product in this way provides the following benefits for the City: n Integrated reporting using our proprietary, single sign-on online banking portal • One database interface with your financial systems, including general ledger n Simplified program administration, including employee education and support Direct deposit of out of pocket expenses Our online expense reporting service automates the process of reimbursing both cardholders and non-cardholders for out-of-pocket expenses, including mileage, resulting in a streamlined expense reporting process. The reimbursement coincides with the end of your billing cycle and we process the payment one to three business days after the cycle is over. One file updates cardholder data You can send a file containing cardholder email addresses or custom field value changes directly to our online ex-pense reporting service. After you send your file, we'll automatically update our online expense reporting service. This eliminates the need for you to manually update cardholder information fields when you need to make changes. Stronger cardholder security You'll have peace of mind knowing that all of our commercial cards have chip and PIN technology. This helps protect you, and helps your cardholders combat fraud at EMV-enabled point-of- sale terminals by moving away from static authentication methods. Integrated receipt imaging and mobile solution You can capture and send receipts associated with your purchases using your iPhone, iPad, or Android device in real time.* This allows your cardholders to associate a receipt image to a specific transaction or to the statement, reducing the risk of lost receipts. Eliminating paper documentation reduces your storage expenses, streamlines routing, and supports compUance audits. •Requires iOS version lo.i or higher or Android version 5.0 or higher. City of La Quinta 65 Wells Fargo Treasury Management Comprehensive supplier outreach and support With our program, you can enroll and pay your suppliers with commercial card or ACH payments by using our customized approach and dedicated and experienced, supplier onboarding team. Our team will help you analyze opportunities and quickly convert strategic suppliers. Our approach We use a consultative and holistic approach to provide treasury management solutions that meet your needs. Our team works closely with you to understand your entire work process, identify your needs, recommend solutions, and implement services to help you maximize the value of your operations. For your commercial card services, we'll assign a dedicated payables account manager who is your primary point of contact for your program. He or she provides you with guidance and support on an ongoing basis. You'll also receive support from our commercial card service center. Our commercial card service center assists callers with card maintenance services, such as lost or stolen card assistance, and answers questions about charges on cardholder statements. The commercial card service center is available 24 hours a day, 7 days a week by toll-free number. 2. Please detail all of the fees associated with the service and/or any rebate available with the program. Please refer to Tab A of the Appendix section for pricing details. 3. How often are the statements and reports remitted to the City? Is the reporting available on line? Yes. You can view, print, and download reports from our online system at any time. Transaction data generally appears 48 hours after a purchase is made. 4. Is there an interface available to download cardholder purchase information, either in an Excel format or directly to the City^s accounting system? You can extract data files from our expense reporting service in a standard flat file format that most systems will accept. We can customize a format to fit your needs if your system requires a special file format. Additionally, you can choose to receive data files directly from Visa or have them sent to your third party designee. These files automatically prepopulate expenses with transaction information, and easily integrate with travel and entertainment (T&E) software solutions. Visa sends the files by secure file transfer. You can receive files daily, weekly, or monthly. 5. Do you provide an online application to review/approve procurement card transactions and to manage other aspects of the program? Yes. Our online reporting system allows cardholders and approvers to perform the following functions related to approving expenses: n Review and approve transactions n View receipts online with receipt imaging n Submit out-of-pocket expenses n Reclassify activity to multiple cost centers You can also approve transactions and capture receipt images through your mobile device. 66 City of La Quinta Wells Fargo Treasury Management 6. Identify how fraud protection is identified, prevented, and monitored. Our fraud team will monitor your commercial card account seven days a week. They search for fraudulent and suspicious transactions using fraud detection tools. They'll use these tools to identify transaction activity like counterfeit and skimmed accounts, employee abuse, and suspicious merchant activity. Our fraud team reacts quickly to identify transactions to help minimize the impact of fraudulent activity. Your cardholders can opt-in to receive text* messages when we identify a suspicious transaction. They can confirm whether a transaction is fraudulent by simply responding to our te.xt message. This helps us catch fraud almost instantly. If you identify a fraudulent transaction before it posts to your account, notify us, and we simply reverse it. *A\'anability may be affected by your mobile carrier's coverage area. Your mobile carrier's message and data rates may apply. 7. Describe if credit cards can be managed online? Including requesting additional cards, editing purchasing limits, editing availability of vendors for each card, making online payments, and any other online services available for the management of credit cards. Your designated program administrator issues cards for new users, cancels cards, modifies card parameters and cardholder profiles — all without bank intervention. They can perform these functions, and many others, through our online expense reporting service or by calling our commercial card service center. New card issuance Your program administrator can set up new users and request cards through our online expense reporting service. We typically deliver new cards to employees within five to seven business days. We can accommodate a rush delivery of two to four business days when necessary. Cancellation of cards Your program administrator can cancel cards and disable users in real time. To help ensure that you receive the full benefit of the Visa Liability Waiver Insurance Program or Mastercard MasterCoverage Liability Protection Program included with our program, your administrator should report cancellations due to employee terminations immediately. Modification of card parameters The City's program administrator can update the following spending controls and restrictions at any time through our mobile or online expense reporting service: n Authorized merchant category codes n Maximum dollar spending limit per day or month n Maximum number of transactions allowed per day or month n Maximum single purchase limits Lost or stolen cards Cardholders must immediately call our commercial card service center to report lost or stolen cards. Your program administrator is required to follow up with an email confirmation to us once he or she has updated your records. City of La Quinta 67 Wells Fargo Treasury Management Replacing cards Your program administrator can order replacement cards. We prefer to send cards to your administrator for security purposes, but we can send them directly to your cardholder if necessary. Your program administrator or cardholder will receive the card within three to five business days. We can issue an emergency card replacement within two to three business days. Your administrator will automatically receive renewal cards approximately 30 days prior to card expiration dates. Modifying a cardholder's profile The City's program administrator is responsible for keeping employees' profile information updated in the online expense reporting service, including contact information. They can also perform the functions included in the following table. Real-time functions available online Broadcast messages to users 1 Move cards GL mapping templates Reset passwords Hierarchy maintenance Update primary and secondary approvers Manage statement review status Update user roles 68 City of La Quinta Wells Fargo Treasury Management Tab R - City disaster preparedness program 1. Please describe any processes in place to assist the City in the event of a natural disaster. We have formal teams dedicated to managing our ongoing disaster recovery and business continuity planning efforts. Our Enterprise Business Continuity Planning office sets the standards for our organization. Each line of business, in conjunction with operational risk management partners, helps ensure preparedness and compliance at the organizational levels. Standard elements of our programs include: • Annual plan review, testing, and maintenance n Identification of alternate strategies and recovery procedures n Identification of internal and external dependencies n Identification of potential risks and controls for mitigation n Prioritization of business functions and technology n Procedures for communication with customers, suppliers, and essential staff n Recovery of technology and data n Training staff on implementation of recovery procedures Enterprise general program elements Testing recoverability We update and test disaster recovery procedures regularly, with the frequency and timing varying by business function or application. We exercise essential line of business recovery procedures at least annually. We also exercise critical systems at least twice a year. Critical functions After a disruption, we prioritize restoring and maintaining normal service levels for our critical functions. We have teams on call 24 hours a day, 7 days a week, ready to respond to a disruption. Components of our recovery plans vary based on the potential business disruption, such as a loss of facility, loss of technology, or significant reduction to our staff. We've identified the main areas most commonly affected, and provide our general approach to each in the following paragraphs. Data centers We quickly engage our technology teams when we detect a disruption at a primary data center. Our technology teams assess the situation and determine next steps based on the nature of the disruption. If we need to shift processing to an alternate data center, we can do so quickly because we maintain redundant platforms for our business critical services. All alternate sites have sufficient capacity to maintain processing for an extended period. In most situations, we can restore service at a primary data center for critical services within 0-12 hours.* We've strategically dispersed our data centers across multiple locations to minimize potential disruption within a specific geographic region. This does not guarantee that certain events will not affect Wells Fargo systems or that we will achieve specific recovery times in the event of a disruption. City of La Quinta 69 Wells Fargo Treasury Management Operation centers If a disaster occurs at one of our primary operation centers, we use an identified backup site to take over day-to-day processing and support. We use our backup site until the primary site returns to normal conditions. We've strategically dispersed our operation centers across multiple locations to minimize potential disruption within a specific geographic region. Treasury management-specific program elements In addition to our enterprise general program elements, we've incorporated the following treasury management-specific elements into our disaster recovery and business continuity plans. Communication We offer several notification methods to inform you of a service disruption, including: n Phone calls ft-om your client service officer n Emails firom your client service officer n Automatic email notices about system or product disruptions; available to you through our Customer Alert database n Front-end messages advising the City about system issues; available when you contact Treasury Management Client Services though our toll-fi*ee number n System status alerts displayed on the homepage of our online banking portal The method we use to communicate with you depends on the nature of a disruption. If a disruption prevents you from accessing your information, your client service officer can help. They have access to bank systems and can provide you with the account information, balances, and other data you need to continue operating. Backup strategies for online channels Online banking portal If the online banking portal experiences a disruption, we'll use our backup environment or invoke product recovery plans as needed. We maintain a duplicate environment of our online banking portal in a separate location. We actively monitor the readiness of the alternate site by using it to deploy code enhancements and enact disaster preparedness simulations. Mobile service* We have a backup environment for our mobile platform in the event of a system outage. Our mobile service and online banking portal channels use different web addresses and user interfaces. This means that, depending on the nature and root cause of an outage, users may be able to access services through the mobile service if our online banking portal is disrupted. Additionally, our mobile token feature allows users to use their mobile device in place of a physical token to access secure services. This can be helpful in instances where users are separated from their physical token by a disaster event. •Requires iOS version lO.i or higher or Android version 5.0 or higher. Backup strategies for core services ACH If we invoke a disaster recovery or business continuity plan, processing \vill divert to the backup site as necessary. Our primary and backup sites are in different geographies to minimize potential disruption in one location. All sites (primary and backup) are staffed and operational, using redundant systems as appropriate. We conduct regular testing of our ACH direct origination capabilities to maintain optimal reliability and effectiveness. 70 City of La Quinta Wells Fargo Treasury Management Although we have geographically dispersed backup sites and processes for automatic processing of ACH transactions, manual workarounds may become necessary, depending on the nature and severity of a specific disaster or emergency. For example, we can reprocess your last payroll file if you're unable to transmit it through your usual channel. If manual workarounds do become necessary, we'll work with you on a case-by-case basis to determine the most effective way to process files. ACH Fraud Filter Business disruptions can create opportunities for fraud. It's important that during a disruption you can continue to view details and make decisions on your ACH transactions. You can access our ACH Fraud Filter service online, through our mobile service, or you can obtain ACH information by calling your client service officer. Lockbox If we invoke a disaster recovery or business continuity plan, lockbox processing at the affected site diverts to a backup site, as needed. The specific location of the backup site will depend on the impact of the disruption. Alternative processing may include diverting mail delivery from the affected primary site to the backup site.* In such a case, after we receive mail at the backup site, we'll follow customer-specific instructions to process checks, capture accounts receivable data, and image checks and invoices. We'll notify customers and couriers (as appropriate) about their impacted processing site or procedures. •Depending on the severity of a disaster, delayed mail delivery may affect processing time, which could impact normal service level agreements. Cash vault If a primary cash vault site is unable to accept, deliver, or process cash, we'll divert functions to an identified backup site as needed. Receipt or delivery of cash may be delayed due to the transportation distance between you and the backup site. If such an event occurs, we will take reasonable action to resume our normal cash delivery service levels as soon as possible, given available transportation options. Wires When we invoke a disaster recovery or business continuity plan, processing diverts to a backup site. Each backup site has the ability to accept transferred workloads (including telephone calls). We maintain redundant connections to two different Federal Reserve Banks in order to minimize potential disruption within a geographic region. We conduct comprehensive joint testing with the Federal Reserve Bank on a quarterly basis. You can also enroll in a backup wire transfer channel. For example, you can choose from telephone-initiated wires or our mobile service to access select lections of our wire transfer service. Foreign exchange online If you are unable to complete a foreign exchange transaction through our online banking portal, you can call or email a foreign exchange specialist. He or she can help complete your transaction. Account reconciliation plans and positive pay If you're unable to access our online banking portal or send files using data transmission because of a business interruption, you can still key small-volume issues, cancellations, and voids through our mobile service. City of La Quinta 71 Wells Fargo Treasury Management Remote deposit We automatically store checks that you scan using our remote deposit service on our servers. If a power outage or other disruption prevents you from completing a deposit, it remains in a pending deposit status. It will remain in this status until you can access the system again. You'll have the opportunity to review the deposit before submission to the bank to help ensure the inclusion of all your checks. As a backup, you can make deposits using our mobile deposit service* or take your deposit to a Wells Fargo branch. •Supported devices include iPhone, iPad, and Android. Transmission service We have a backup environment for our browser-based transmissions service. It includes an alternate website in case our online banking portal is unavailable. As a best practice, we recommend that customers leverage URLs if using automation scripts and not IP addresses, which are subject to change. Commercial card We routinely back up our card data. Additionally, we partner with Total System Services, Inc. (TSYS) because of the comprehensive plans they have in place for commercial card disaster recovery. In most situations, we can restore commercial card processing within 12 to 24 hours of disaster declaration. You'll host the commercial card reporting system on your server. This gives you control over developing and maintaining a database backup plan for disaster recovery. We retain a copy of your reporting system website and database structure to assist you in the event of a failure of your disaster recovery plan. If needed. Visa, Mastercard, or Wells Fargo can provide data files to restore available transactional and cardholder data. Keeping current To keep current with changes in the business continuity and disaster recovery industry, we're active in forums that discuss and share best practices. These forums include the following: n Disaster Recovery Journal n Disaster Recovery Institute International n Global Continuity n Business Continuity Institute 72 City of La Quinta Wells Fargo Treasury Management Tab S - Implementation plan As part of any conversion, the Cit>' requires an efficient transition to the new hank or to enhanced services with its existing bank. 1. Please describe the overall plan the bank would coordinate to ensure such a conversion. As your current banking partner, minimal implementation is required on your services. We can pick up where we left off on the commercial card upgrade, and there wouldn't be any down time by changing banks. Should you want to move fonvard with any new services, your relationship manager, Jamie Varner, would manage those processes for an easy implementation. 2. Please detail all costs and the responsible party (bank or City) associated with the conversion of all new services. Please refer to Tab A of the Appendix section for pricing details. 3. Wliat size conversion allowance will the bank provide to the City? Please state a specific dollar amount or identify^ those supplies, products, or services included. Since you wouldn't need to convert to us, there wouldn't be a need for a conversion allowance. The services we are recommending wouldn't have setup costs associated with them. We would like to offer you a "retention allowance" of $1500 to be used in the first 12 months of an executed contract. This can be applied to service fees, check supplies, or any other Wells Fargo related expense. 4. Will the bank provide on-site training for City personnel for all the services selected? How is the training typically structured? We provide several complimentary virtual training options so on-site training is usually not necessary. However, for some of our more complex services, we are able to provide in-person training, should you require it. 5. The target implementation date is July 1, 2019. Acknowledged. City of La Quinta 73 Wells Fargo Treasury Management This page left intentionally blank. 74 City of La Quinta Wells Fargo Treasury Management Tab T - Service enhancements Based on the information provided in the RFP and your firm's knowledge of the public sector, please describe any services or technological enhancements, not previously mentioned, tliat should be considered for further improving effectiveness of the City's treasurv' management operations. We believe the following services will benefit the City. Payment Manager You can send consolidated payables files to streamline and automate your payment and remittance processes, strengthen trading ^ partnerships, drive working capital, and improve operational efficiencies. In a single file, you can provide payment instructions and include all related remittance information. Your file can include multiple payment types; we'll separate the payments by Ivpe and process them accordingly. Payment types Your file can include the following pa>Tnent types: n U.S. dollar and Canadian dollar paper checks n U.S. ACH transactions in U.S. dollars n Global ACH transactions in foreign currencies n U.S. dollar wires n Foreign currency wires n Requests for transfer (SWIFT MTioi messages) n Wells Fargo commercial card transactions n Business-to-person (B2P) payments Online services Through our online banking portal, you can: n Upload a payment file n Perform additional approvals after sending the file n Access acknowledgments and optional confirmations n Generate reports on payment files n Run an audit report on settings and user entitlements City of La Quinta 75 Wells Fargo Treasury Management How it works ^ Payment iDe sent for processing DtredInngmsiloiLorCommemalEleefronle (CEO')portil ^ File acknowiedgement sent &O ACH, >sire and AP control confirmations sent (optional) A Payments " processed Your pa^'ables system B2P payment notification Payment Marmgcr^ service 9 ^ V •2 3 Bosmess- to-pemon = CEO portal Secondary appimtU (options) ACH, wire, and card payments (B2P) payments t Checks Remittance information Woik direcdy with consumer payee to complete transaction Payee Benefits The key benefits of our service are outlined in the following paragraphs. Lower error rates By reducing the use of paper documents and manual data entry, you minimize mistakes and increase efficiency. Accepts 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 cost and time. Compatibility with treasury workstations, ERP systems, and other accounts payahles systems These include, but are not limited to: Treasury workstations and ERP systems (jTreasury PeopleSoft JD Edwards SAP Kyriba SunGard Lawson Wall Street Systems 76 City of La Quinta Wells Fargo Treasury Management Treasury workstations and ERP systems Microsoft Dynamics Great Plains Yard! Oracle* 'If you use Oracle, you can use our software solution to manage data translation to the file. Improve cash forecasting and reconciliation Electronic control of your global disbursements allows you to better manage and forecast your cash flow. The service is also integrated with our account reconciliation and positive pay services. Reduce costs You can initiate multiple payment types in a single file. Sending one consolidated payables file reduces your internal costs associated with AP processing. Specifically, electronic payment methods can reduce your expenses for paper check payments. Flexible file options Delivery Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online. Formats This service accepts: n Standard Wells Fargo flat file n Wells Fargo XML n ASCX12820 n Lawson AP 161 • Excel n SAP IDoc • ISO 20022 (CGI common XML standard) • Custom and proprietary formats Processing deadlines Our service accepts and acknowledges your file for initial processing 24 hours a day, 7 days a week. Depending on the payment type you send, we'll process your file the same business day if we receive it by our cutoff time. We process a file that arrives after the cutoff the next business day. If you require secondary approval, it must be completed by the applicable deadline for same-day processing. If a file includes multiple pavment types, the earliest applicable deadline applies to the entire file. Cutoff times (PT) Payment type File cutoff time Checks Standard Same day* r 7:00 p.m. 9:00 a.m. City of La Quinta 77 Wells Fargo Treasury Management Payment type File cutoff time ACH transactions On-us same day settlement 5:30 p.m. Transit same-day settlement 6:00 a.m. and 10:00 a.m. One-day settlement 5:30 p.m. Two-day settlement 5:30 p.m. Wires Fedwire 1 2:30 p.m. SWIFT 1' 2:00 p.m. CHIPS 11 2:30 p.m.^ ^ __j Wells Fargo commercial Accepted when received card B2P payments 5:30 p.m. •Subject to volume limitations and additional fees. 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 ffle of payments, or an individual payment, for an authorized user to approve or delete. We'll then eenerate the navment.s and send remittance information based on your instructions. History 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 set ups and user entitlements. You can also view all changes made to set ups and user entitlements within the last 90 calendar days. Assurance of receipt Acknowledgments We'll let you know by transmission, secure email, or both that your file has reached our system and has undergone initial processing. You can choose die format: n XML n ANSI X12 997 (standard EDI) n 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, commercial card, and ACH payments by transmission, secure email, or both. You can also \iew and download confirmations online. You can choose the format: 78 City of LaQuinta Wells Fargo Treasury Management • XML n ANSI Xi2 824 (standard EDI) • Excel CSV n ISO 20022 n Human-readable report. Why Wells Fargo? Consolidated payables business-to-person (B2P) payments A convenient new service, B2P pa>Tnents, allows you to replace business-to-consumer (B2C) check payments with electronic payments, using your payee's email address or mobile phone number. Our service allows you to: n Send payments without obtaining personal account or routing numbers n Eliminate the risk of storing payee account data n Reduce expenses related to paper checks • Send a courtesy notification to your payee providing payment information Unregistered payees If your payee is not registered for B2P payments at the time of payment initiation, we offer an optional feature that will send them a payment alert. This alert contains instructions for your payee to enroll to receive a B2P payment. The funds will settle after your payee registers.* *Your payees have 14 calendar days to register to receive their funds. Check completion option With this option, we can automatically issue a check payment to a registered payee if their electronic pa>ment is unsuccessful. Our check completion option requires you to include complete check issue instructions along with your B2P pavment request. Check $!!□ 11 I 11 When you choose this option, there are no additional steps to address payment failures because your payments will complete electronically or by check based on the payee's registration status. Enhanced remittance delivery options You can include detailed remittance information in your payment fi le. You choose the delivery method: online, email, mail, or fax. We'll separate and process the payments and forward the remittance data in a human-readable format to your payees. Transition payees to electronic payments We offer you two options to transition your payees to electronic payments. 1. Invite your payees (by mail or email) to self-enroll online to receive ACH payments (instead of check payments) and electronic remittance information. You choose the remittance delivery channel you want to offer: email, mail, fax, or online. 2. We analyze your vendor's data to provide an onboarding forecast. This predicts the conversion to commercial card, ACH, or both. We then plan an onboarding campaign on your behalf for your suppliers. Templated payments We offer you the option to send templated payments to your suppliers after they enroll. Our database facilitates the payments, which frees up valuable time and resources for the City. City of La Quinta 79 Wells Fargo Treasury Management Integration with centralized disbursements service Our Centralized Disbursements Manager service is a web-based platform combining centralized disbursements with entity-level reporting. We partner with you to track and monitor disbursement activity and corresponding funding through a consolidated master account using a fully integrated online application. If your disbursements are centralized but reporting must be kept separate by operating location or business line, you will benefit from this service. What's changing? Currently, this service requires you to submit issue files containing your check and ACH payments in a Centralized Disbursement Manager-specific format. Therefore, if you use this service and our consolidated payables service, you're required to submit two separate files in separate formats. We are now developing an integrated file; you'll have the ability to transmit a consolidated file for consolidated payables with payment instructions (ACH, virtual card, and check*) and Centralized Disbursement Manager issue records. Our consolidated payables service will process payments, then forward issue notices to our service. •Only applies to domestic payments initiated in the U.S. SafeVantage By using a smart safe, you can increase employee efficiency and productivit>', improve accuracy, and improve operational and employee safety. How it works You'll choose an armored carrier to install bill validating and counterfeit detecting safes in each of your locations. Your employees will simply insert currency into the bill validators. The safe counts the cash, examines the bills, and rejects any bills suspected of being counterfeit. It also tracks deposits by employee personal identification number. The safe prepares your deposits and reports them to us. You receive provisional credit for the cash in the safe before it physically reaches the bank. The safe holds your cash until your armored carrier picks it up, and delivers it safely to their cash vault. The armored carrier also delivers coin and currency to your locations, and maintains and repairs the safes. Depending on your safe capacity and cash volume, you may be able to reduce the number of courier pick-ups you need per week. In addition to currency deposits, the safe offers the following features. Manual deposits Used for unfit and rejected bills as well as occasional checks or travelers* checks. Change orders Used to offset change orders you place. Reporting You can access transaction information either directly from the safe, or through the vendor's online portal. You can program your safes to automatically print reports that show deposit amounts by employee, by shift, and by day. To simplify reconciliation, we identify each type of deposit — currency and manual —by a (different description on your reporting services. Deposit cutoff times The following table shows the cutoff times in local time. 80 City of La Quinta Wells Fargo Treasury Management Type Cutoff time Provisional credit received Standard 3:00 a.m.Next business day at end of day Premium intraday i 1 4:00 a.m.Next business day by 8:00 a.m. You receive credit for check deposits you make in the safe's manual drop slot after they are picked up ft-om your locations and delivered to the cash vault. Advantages Our remote cash capture solution offers you many benefits. Increased efficiency Because the safe counts cash, your employees can focus on customer and business needs instead of spending time handling cash, preparing deposits, and making trips to the bank. Improved safety Criminals may target operations where cash is unsecured. Remote cash capture reduces the risk of losses for cash in transit by eliminating the need to take deposits to the bank. Expedited credit You receive provisional credit and faster access to working capital without being dependent upon a daily armored carrier pickup. Easy reconciliation All transactions flow through our regular information reporting channels, including BAI file transfer and our online reporting service. We offer several reports that provide detailed information about your deposits, and coin and currency orders. Reduced risk of fraud and theft The safe uses a point-of-sale system to track funds. The totals shown on the system should equal the amount deposited. You can access deposit data at a location or employee level, increasing control and providing an audit trail. Lower transportation and supply costs Because we credit deposits to your account through an electronic data transmission from the safe, you can reduce the number of armored car pickups and trips to the bank. Our solution also reduces the need for deposit bags and tickets. Flexibility A variety of safe models is available to meet the size requirements of your locations and suit your business processes. Disadvantages No provisional credit for manual deposits You can place checks and cash rejected by bill validators into the manual drop slot of the safe; however, you will not receive credit for these until your armored carrier picks them up and delivers them to the cash vault for verification. Coin deposit limitations While most standard safes accept minimal amounts of coin deposits, you cannot receive expedited credit for them. You will receive credit for coin deposits after they are delivered to the cash vault, and verified. Specialized safes are available to help manage large amounts of coin deposits. City of La Quinta 8i Wells Fargo Treasury Management Risks There are some inherent risks associated with contracting with an armored carrier. The following paragraphs list some of the risks that you may want to consider. Please contact your armored carrier for more information and discuss these issues with your legal counsel as appropriate. Equipment liability If the safe is stolen from your location, destroyed, or damaged, you are responsible for the value of the remaining useful life of the safe. Counterfeit bills Even though the bill validator on each safe comes equipped with counterfeit detection technology, it cannot detect all counterfeit items. Each safe vendor has a guarantee program to protect against losses. You should refer to your vendor's guarantee program to understand your responsibility for losses. Cost increases Safe vendors reserve the right to increase your fees to cover their costs of labor and servicing of the safes. Such fees include fuel surcharges and excess premise time. 82 City of La Quinta Wells Fargo Treasury Management Tab U - Banking services bid form Please refer to Tab A of the Appendix section for pricing details. City of La Quinta 83 Wells Fargo Treasury Management Hiis page left intentionally blank. \ / 84 City of La Quinta Wells Fargo Treasury Management Tab V - Sample account analysis statement and users guide Please refer to Tab F of the Appendix section for a sample account analysis statement. You may contact your treasury management consultant, Cory Jahn, for more detailed information on usage. City of La Quinta 85 Wells Fargo Treasury Management lliis page left intentionally blank. 86 City of La Quinta Wells Fargo Treasury Management Tab W - Relevant cash management agreements Please refer to Tab H of the Appendix section for our account agreements and service descriptions. City of La Quinta 87 Wells Fargo Treasury Management This page left intentionally blank. 88 City of La Quinta Wells Fargo Treasury Management Tab X - Financial statements and ratings Provide the most recent audited financial statements or annual report for the bank (a reference to electronic availability will suffice). Also include the bank's most current Standard and Poor's, Moody's, and/or Fitch credit ratings, where available. A current IDC rating should also be pro\ided. You can locate Wells Fargo & Company's most recent annual report through the following site: weHsfargo.com/invest relations/annual. You can locate Wells Fargo Bank, N.A.'s last four quarterly call reports through the following site: https://cdr.ffiec.gov/public/ManageFacsimiles.aspx by using the Wells Fargo Bank, National Association FDIC Certificate No. 3511. Wells Fargo subscribes to Fitch, Moody's, Standard & Poor's, and DBRS ratings agencies. We have among the highest debt ratings of any financial services company, as shown in the following table.* 'The information provided can be found on our Investor Relations site (wellsfarQo.com/invest relations/debtl and is provided for informational purposes only. We do not guarantee the accuracy or completeness of information on or available through this site, and we are not responsible for Inaccuracies or omissions In that Information or for actions taken in reliance on that information. Please read Legal Disclaimers fwellsfarQO.com/invest reiations/leaaii before using or relying on information on or available through this site. Potential investors in our securities should seek professional advice before they invest. Wells Fargo & Company Fitch Moody's Standard & Poor's Long-term Issuer Rating A+A2 A- Short-term Issuer Rating ^ F1 P-1 A-2 R-1 (middle) Senior Unsecured 1 A+ 1 A2 A-AA (low) Subordinated A 1 1 A3 BBB+A (high) Preferred Stock 1 BBB-' Baa2 BBB-A (low) Wells Fargo Bank, N.A.Fitch Moody's Standard & Poor's DBRS "1 Long-term Issuer Rating ,AA-Aa2 A+ ^AA Short-term Issuer Rating F1 +P-1 A-1 R-1 (high) Bank Deposits AA Aal A-l-AA Senior Unsecured AA-Aa2 A+AA Subordinated A Aa3 A-AA (low) City of La Quinta 89 Wells Fargo Treasury Management This page left intentionally blank. 90 City of La Quinta Appendix Tab A - Pricing and Bid Form Tab B - Community involvement Tab C - Fraud tools specifications Tab D - Merchant services terminal guide Tab E - Public funds collateral documentation Tab F - Sample account analysis statement and users guide Tab G - Disclosures and disclaimers Tab H - Account agreements and service descriptions Wells Fargo Treasury Management Pricing overview Based on the analysis statement and the numbers provided, we are offering a few versions of our proposal to show you multiple options. Should you choose to stay with Wells Fargo as your service provider, we will lock in these rates for a period of five years, while prosiding 110% collateralization on all deposits withoutac^. In addition, you wouldn't require a conversion allowance to move banking relationships, but we offer a $1500 retention credit that can be applied to service fees, equipment purchases ordered through Wells Fargo, or checking supplies required during the first 12 months of a new contract. While reviewing your banking services, we noticed some options that could improve your financial success. Some ideas include: Payment Manager The City currently issues between 600-700 checks monthly. Wells Fargo can help automate this by sending the bank one file with all of your payables. This would include your ACH payments, wire transfers, check payments, and credit card pa>'ments. This would reduce your check printing and postage charges by finding ways to pay electronically. Safevantage If you would like to look at safe options provided by your armored courier, you could potentially reduce pick up times and increase employee safety. We work with Garda, Loomis, and Brinks for our safe solution. Employees drop cash into the safe with an employee code and password. The safe counts the cash, issues a receipt, and at the end of the evening, Wells Fargo gets a transmission for the funds dropped into the safe and provides you with a daily credit. Your armored courier picks up the cartridges on their scheduled date, and you can save time in preparing those deposits. The safe also detects counterfeit bills and helps reduce the opportunit>' for employee theft. Commercial Card Wells Fargo would like to continue the review of our commercial card program for you. Upon credit approval, we can review a credit line that would issue cards to users with limits, and expense reporting options for out-of-pocket expenses. Based on previous conversations, a limit of $500,000 would satisfy the vendor requirements of the Cit> , but we still need to review the credit process. We completed the demo with you and feel you are ready to upgrade to this solution. Per the City's instructions, cards are issued, maintained, and approved through the online banking portal. Some vendors that pay by check today can take a card as payment. Revenue share options are available to you after a $1.5 million annual spend is met. Pay faster, easier, and less expensive with card options. E-bill Express We can take your print file for business licenses and permits and present a PDF version to your website with E-Bill Express. Residents can pay on your website, review past bills, and we can upload a payment file to your software. This can reduce your paper costs per item. We would like to have a further discussion on this option with the City. Investments When reviewing the CAFR, we noticed you carry balances of $62 million in LAIF. You noted to bring that down to your maximums. You also purchase CDs and participate in other government options. We hope you find value in speaking with John Williams from our securities group to discuss options. For your longer-term investments, John Williams handles many municipalities, specializing in options available per government code. We provide Wells Fargo safekeeping for customers who choose to purchase securities from Wells Fargo Securities. Wells Fargo Treasury Management The Power of Wells Fargo Securities' Fixed Income platform Fixed Income Trading Im'estment & Balance Sb^ SoMtioas One of tbe top rmked new tssoe aBdenrrten across prodacts «nd owr $25 Biffion of secondary fvoAicts ofierad daayi n laitttattauJIomtcr lotTHxcd IneooKReaai^Saivcv; > Ccameoi] Ucrts^ge Alst ts <i 31,301T, • Ass^ Baded Alst;' ^rntb's Ksentk and Gndn^;' D^ogic;' Blsombcis; 'Soanc:HMBS<iaIlifdKiSlXD«ts.' 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WdktaEeS«eiintie,U,Cud\S'dsFifEe Pmne Services, LLC an dtstintl from banb end tloifti. Co^rigfat® aoiS WeDs F^pi »J<" Credit opportunities The City has the CIP plan available on the website and it seems there are ongoing projects through 2023. If there are opportunities to fi nance any of those projects, we would like to have further discussions with you on the structure. Merchant card processing You are currently processing with outside vendors. We have reviewed that pricing and offer you a savings, lockdng in the Wells Fargo fees for your preferred contract period of five years. You will expedite the funds into your account by having same-day funding on transactions processed through Wells Fargo when they post to a Wells Fargo account. Please review the merchant card section in the RFP for details. Several scenarios for hanking services are described in the following paragraphs. Option 1 We took your existing activity today, applied a fixed managed rate of 0.75% to all accounts, and showed you what the fees would look like without a sweep. As you can see, you are still in an excess position, and would not have to worry about a variable rate dropping below standard rates over time. When reviewing your analysis numbers, we assumed: Wells Fargo Treasury Management n ACH activity- This section covers all of your ACH activity. This will allow you to initiate ACH payments to employee accounts for direct deposit. If you want to start paying vendors electronically (highly recommended), then you add one more base fee, and the batch fees and item count would also increase accordingly. Should you move forward with the commercial card, part of that process uncovers the vendors that will accept an electronic payment - either by credit card or ACH. By moving check payments to ACH, you reduce fraud exposure to your organization, save money on postage and printing costs, and save staff time by automating manual processes. n ACH Fraud Filter- This fraud prevention tool protects your accounts from electronic fraud. The Citv' provides us with a list of vendors that have authorization to debit the account electronically. If an electronic item is presented that doesn't have preauthorization, we notify you to make a decision to pay or return that item. You can add that vendor to the approved list with one easy step, or send back to originator. We recommend you change the flag to "return all" for exceptions for all accounts. • Positive Pay- The City currently has positive pay with the return flag as recommended. You also set up payment authorization for account ending 6342 which will notify us of any attempts at fraud. We noticed account ending 3478 doesn't have any fraud tools in place, and we recommend adding either a debit block or fraud filter tool, as well as payment authorization. We can discuss this in more detail to make sure all accounts have 100% recommended tools. n Paper Services Reconcilement- This section covers the reporting options for Full Account Reconcilement. You can pull reports as needed, or we can work with your software on transmission options to deliver this information electronically. n Depository Services- This area shows the deposits made through the branch, and the cash vault area. This shows the change orders placed at the branch, but we can add the options to place those change orders through the online banking portal to be delivered by your armored courier on your scheduled pick up time. It also has the detail of your desktop deposit services and returned item preferences. • Cash Vault- If requested, we can review your current process and see if a safe with daily transmission would be a good option for you. It could possibly reduce vendor pick-ups, while continuing to receive daily credit as if the funds were delivered to us. The safe can also detect counterfeit bills, count the money being dropped, give the employee a receipt, and provide you with a daily log of deposits dropped by employee number. This tool can also reduce the opportunity for employee theft, as it requires each employee to type their unique code when making the drop. n General Account Services- In this section, it shows the number of accounts, ZBA, WellsTax service, and your debits posted. n Paper Disbursement Services- This section covers your checks paid, and stop payment options. You can also cancel a check in the positive pay file, and that would alert you to that item if presented. You also have Wells Image CD-Rom, which you can continue to use, or we can review a PDF version of this tool called Image File Import. n Information Services- Today, the City utilizes previous day reporting. If this works well for you, you can keep the same set up. We also have intra-day reports available if you want to know the transactions that are coming in real time. You have CEO Basic Banking set up to review the credit card transactions and access to make transfers for payment. n Recoupment Monthly- This section looks a bit different with a sweep option. If you elect to turn a sweep on, only your collected balances that remain in your checking account are subject to the recoupment fee. All other fimds that are swept are not part of this calculation. n Wires- We process wires online in dual control based on the limits you choose. Option 2 Wells Fargo offers a checking product called the Government Advantage. This checking account has the option to maintain all of your balances on our balance sheet, full recoupment and collateralization is applied, and interest would accrue on the balances not needed to cover the bank charges. How this works: Wells Fargo Treasury Management If you have $10 million on deposit, but only needed $2 million to cover the bank fees, the other $8 million would earn interest. The funds never leave the bank, you don't have to calculate the amount "—daily, and the entire balance is covered under state code collateral requirements. We offer an ECR of 0.75%, and an interest rate of 0.60% is earned on the remaining balances. ^ Option 3 We took your same numbers and added a fixed rate ECR with a sweep option. Additional items to consider: n Sweep options can be turned on and off as the City requests. You can also set a peg balance in your checking account to cover analysis charges, while sweeping the additional collected funds. We have a few options that are for municipal clients only, and those include: Yteids as of 9-26-18 Stagecoach Sweep® money market mutual funds Fund Dndy factor ^1-day ufreut (9k) o 7-day ■Trent (9k) 7-dav current prewaiwei <*) 7-day (*) Fad sheet ffunwary procpectus Pmspecles Anmai report 100% Treasury Money Market Fund - 00004321B Sve J.56 1.57 l.SO i.sa B B Government Money Market Furtd - Admin 0.00004702S 1.72 1.70 1.70 1.71 b""b B Government Honey Market Ftmd • Inst 0.000050760 1.85 1.84 1.82 1.85 a @ B B Treasury Plus Motwy Market Fund - A 0.000039799 1.45 1.44 1.42 1.45 B B Treasury Plus Money Market Fund - tnst 0.000050759 1.85 1.84 1.81 1.85 B @ B B Treasury Plus Honey Market Fund - Svc 0.000043909 1.60 1.59 1.52 1.60 B B B B For full rate information and prospectus review, please visithttps://u^Nw.welIsfargofunds"com/icm/u/mmf/svveep.htmI • Sweep Option - We discussed the differences between our sweep options in detail within the RFP. We have a Government Money Market Fund Institution sweep option that has a current 7-day effective rate of 1.84%. There is also a Treasury Plus Money Market Fund with a current 7-day yield of 1.84%, and we have a 100% Treasury Money Market Fund option that has a current 7-day yield of 1.57%. These rates were ran on September 26, 2018. The collected funds in excess of the peg balance are swept next day to an option you choose, and return the following morning. The sweep dividends are calculated daUy and paid monthly. Balances that are swept are not subject to the recoupment fee above, but will also not count toward your 0.75% ECR. ' ' WELLS FARGO Wells Fargo Treasury Management Pro Forma Prepared For La Qunita ANALYSIS SUMMARY Average Positive Collected Balance Reserve Requirement @ 0.00% Investable Balance Available for Services Sep 2018 7.256.131.93 0.00 7.256.131.93 Monthly Analyzed Charges Earnings Allowance @ 0.75% Net Monthly Analyzed Charges Total Monthly Analyzed Charges 1,928.71 4,613,89 0.00 0-00 SERVICE DETAILS WF Code AFP Code Service Description Unit Price Volume Service Charoes lAMTH 000230-^ RECOUPMENT MONTHLY BALANCE & COMPENSATION INFORMATION Subtotal 0.12750 7,298 930.50 930.50 CK001 /010000>^ACCOUNT MAINTENANCE W/ CHK RETURN 10 00000-1 10.00 22051 \ 010000 ACCT MAINTENANCE 10.00000-2 20.00 DS510 010020/ZERO BALANCE MASTER ACCOUNT MAINT 0.00000 1 0,00 DS001 010021i/ZERO BALANCE MONTHLY BASE 15.00000-1 15.00 CK021 010100 DEBITS POSTED 0.06790 n 68 4.62 15007 010101 DESKTOP DEPOSIT-DEPOSIT CREDITED ^ 1.00000 —27 27.00 32040 010000 WELLSTAX ACCESS CODE BASE MONTHLY GENERAL ACCOUNT SERVICES Subtotal — 3.00000 —1 3,00 79.62 08174 100100 CASH VAULT DEPOSIT CASH AND CHECK 0,00000 3 0,00 08173 100100 CV CASH ONLY OR CHECK ONLY DEPOSIT 0,00000 55 0,00 CK197 100040 CASH ORDER FEE IN A WF BRANCH ^ 6,50000 —1 6.50 CK141 100040 CURRENCY FURNISHED BY WF BRANCH — 0.00220 —650 1.43 CK062 100416 CEO RETURN ITEM RETRIEVAL-IMAGE — 0,50000 2 1.00 CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE 0.00000 2 0,00 CK061 100400t/RETURN ITEM - CHARGEBACK 3.50000.1 3,50 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS — 0.25000 —1 0.25 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE —■ 1.00000 2 2,00 08052 100006 BRANCH DEPOSIT 0,00000 23 0,00 08290 100199/CASH VAULT CURRENCY/COIN DEPOSITED 0,00120 .34,457 41,35 08132 100100 CASH VAULT MONTHLY BASE 0.00000 2 0,00 As of Sep 2018 Pro Forma 08025 100015 MISCELLANEOUS CREDITS POSTED 1.30000 1 1.30 001 100220 DEPOSITED CHECKS - ON US 0.08600 13 1.12 002 100225 DEPOSITED CHECK 0.08517 57 4.85 701 100220 DESKTOP DEPOSIT-DEPOSITED ITEM ONUS 0.08000 146 11.68 706 100224V DESKTOP DEPOSIT-DEPOSITED ITEM 0.08501 e 598 50.84 DEPOSITORY SERVICES Subtotal 125.82 DS191 150122 PAYEE VALIDATION STANDARD-ITEM 0.02000 322 6.44 22810 150500 WF CHK CASHED FOR NONACCT HOLDER 0.00000 4 0.00 DS255 151399 WELLSIMAGE PAID CHECK PER ITEM 0.06000 297 17.82 12812 151352v /CEO IMAGE VIEW < 90 DAYS - ITEM 0.25000. ^13 3.25 12815 151352 CEO IMAGE VIEW > 90 DAYS - ITEM 0.25000-^1 0.25 22225 150240 CHECK CASHING THRESHOLD MO BASE 5.00000 1 . 5.00 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE 5.00000 1 5.00 22235 150240 OTC DEBIT BLOCK MONTHLY BASE 5.00000 1 5.00 12907 150030 POSITIVE PAY MONTHLY BASE 0.00000 1 0.00 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE 0.00000 1 0.00 22020 151350 WELLSIMAGE PAID CHECK MONTHLY BASE 0.00000 1 0.00 22202 150100 DDA CHECKS PAID 0.11000 322 35.42 22015 151353x/WELLSIMAGE PAID CHECK PER CD 30.00000 •1 30.00 PAPER DISBURSEMENT SERVICES Subtotal 108.18 34337 200201 CEO CHECK ISSUES-ITEM 0.20000 4 0.80 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.04000 47 1.88 12377 200201 ARP FULL RECON-ITEM 0.04000 360 14.40 12060 200010/ARP MONTHLY BASE - FULL 40.00000 «1 40.00 12604 200306 ARP OPTIONAL REPORTS 3.00000 23 69.00 12430 200301 ARP OUTPUT - TRANSMISSION 3.00000 23 69.00 34350 200306 CEO ARP STMT & RPTS MONTHLY BASE 0.00000 1 0.00 12694 200100 OUTGOING TRANSMISSION - PER ITEM 0.00000 322 0.00 PAPER DISBURSEMENT RECON SERVICES Subtotal 195.08 CK018 250201 ELECTRONIC CREDITS POSTED ES206 250120 ACH ORIGINATED - ADDENDA REC ES344 250202^/ ACH RECEIVED ITEM ES803 250500 ACH PAYMENTS ONLINE BATCH RELEASE 34377 25000a/ ACH PAYMENTS BASE FEE ACH1D 250102 ACH PAYMENTS ONE DAY ITEM ACH2D 250102 ACH PAYMENTS TWO DAY ITEM 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM GENERAL ACH SERVICES Subtotal 0.19897 0.03000 0.04748 * 3.00000 25.00000* 0.10000 0.10000 / 6.00000 v. C25.00000 / 14.00000 0.50000 211 9 203 7 1 279 14 2 1 2 1 41.98 0.27 9.64 21.00 25.00 27.90 1.40 10.00 V 25.00 / 28.00 0.50 190.69 ES073 359999 WIRE MONTHLY DDA BASE - VOICE 6.00000 1 6.00 ES167 359999 WIRE SECURITY PIN MONTHLY BASE 0.00000 3 0.00 ES030 350300/WIRE IN - DOMESTIC 4.00000 •4 16.00 ES075 350551 y 350100/ WIRE TEMPLATE STORAGE MONTHLY BASE 0.00000 2 0.00 ES139 WIRE OUT DOMESTIC - CEO 4.00000®5 20.00 18031 350541 WIRE OUT REPAIR SURCHARGE WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 9.00000 2 18.00 60.00 As ofSep 2018 Pro Forma 34115 34100 27707 34250 46100 46102 15017 IL152 400272/ 400052^ 400340 400800 40005Z 40005Z 400003 609999 CEO PREV DAY REPORTING ITEMS LOADED CEO PREV DAY REPORTING MAINTENANCE CEO SEARCH INFO REPORTING HISTORY STORAGE 30 CEO BASIC BANKING - MONTHLY BASE CEO BASIC BANKING ADDL ACCT-MO BASE DESKTOP DEPOSIT MONTHLY BASE INFORMATION SERVICES Subtotal DEPOSITED CHECK ON CANADIAN BANK INTERNATIONAL SERVICES Subtotal 0.10000 *681 68.10 30.00000»3 90.00 0.25000 29 7.25 0.01000 823 8.23 20.00000 1 20.00 10.00000 2 20.00 20.00000 1 20.00 . 233.58 5.25000 1 5.25 5.25 'Total Fee Based Charges Total Service Charges 0.00 1,928.71 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. A Payment Manager book transfer is charged when ttie debit and credit accounts are setup in a single CEO Company id and entitled to Book Transfer. For additional service definitions, please contact your Treasury Management Sales Consultant or visit www.wellsfetgo.coni/accountanalysis As of Sep 2018 Pro Forma Sep2018 WELLS FARGO Wells Fargo Treasury Management Pro Forma Prepared For Qunita ANALYSIS SUMMARY Average Positive Collected Balance Reserve Requirement @ 0.00% tnvestable Balance Available for Services $ 1,894,424.00 $ 0.00 $ 1,894.424.00 Monthly Analyzed Charges Earnings Allowance @ 0.75% Net Monthly Analyzed Charges Total Monthly Analyzed Charges 1,239.70 1,239.70 0.00 0.00 SERVICE DETAILS WF Code AFP Code Service Description Unit Price Volume Service Charges lAMTH 000230 RECOUPMENT MONTHLY BALANCE & COMPENSATION INFORMATION Subtotal 0.12750 1,894 241.49 241.49 CK001 010000 ACCOUNT MAINTENANCE W/ CHK RETURN 22051 010000 ACCT MAINTENANCE DS510 010020 ZERO BALANCE MASTER ACCOUNT MAINT DS001 010021 ZERO BALANCE MONTHLY BASE CK021 010100 DEBITS POSTED 15007 010101 DESKTOP DEPOSIT-DEPOSIT CREDITED 32040 010000 WELLSTAX ACCESS CODE BASE MONTHLY GENERAL ACCOUNT SERVICES Subtotal 10.00000 10,00000 0.00000 15.00000 0.06790 1.00000 3.00000 1 2 1 1 68 27 1 10.00 20.00 0.00 15.00 4.82 27.00 3.00 79.62 08174 100100 CASH VAULT DEPOSIT CASH AND CHECK 0.00000 3 0.00 08173 100100 CV CASH ONLY OR CHECK ONLY DEPOSIT 0.00000 55 0.00 CK197 100040 CASH ORDER FEE IN A WF BRANCH 6.50000 1 6.50 CK141 100040 CURRENCY FURNISHED BY WF BRANCH 0.00220 650 1.43 CK062 100416 CEO RETURN ITEM RETRIEVAL-IMAGE 0.50000 2 1.00 CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE 0.00000 2 0.00 CK061 100400 RETURN ITEM - CHARGEBACK 3.50000 1 3.50 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS 0.25000 1 0.25 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE 1.00000 2 2.00 08052 100006 BRANCH DEPOSIT 0.00000 23 0.00 08290 100199 CASH VAULT CURRENCY/COIN DEPOSITED 0.00120 34,457 41.35 08132 100100 CASH VAULT MONTHLY BASE 0.00000 2 0.00 As of Sep 2018 Pro Forma 08025 100015 MISCELLANEOUS CREDITS POSTED 1.30000 1 1.30 001 100220 DEPOSITED CHECKS - ON US 0.08600 13 1.12 002 100225 DEPOSITED CHECK 0.08517 57 4.85 701 100220 DESKTOP DEPOSIT-DEPOSITED ITEM ONUS 0.08000 146 11.68 706 100224 DESKTOP DEPOSIT-DEPOSITED ITEM 0.08501 598 50.84 DEPOSITORY SERVICES Subtotal 125.82 DSigi 150122 PAYEE VALIDATION STANDARD-ITEM 0.02000 322 . -6.44. 22810 150500 WF CHK CASHED FOR NONACCT HOLDER 0.00000 4 0.00 DS255 151399 WELLSIMAGE PAID CHECK PER ITEM 0.06000 297 17.82 12812 151352 CEO IMAGE VIEW < 90 DAYS - ITEM 0.25000 13 3.25 12815 151352 CEO IMAGE VIEW > 90 DAYS - ITEM 0.25000 1 0.25 22225 150240 CHECK CASHING THRESHOLD MO BASE 5.00000 1 5.00 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE 5.00000 1 5.00 22235 150240 OTC DEBIT BLOCK MONTHLY BASE 5.00000 1 5.00 12907 150030 POSITIVE PAY MONTHLY BASE 0.00000 1 0.00 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE 0.00000 1 0.00 22020 151350 WELLSIMAGE PAID CHECK MONTHLY BASE 0.00000 1 0.00 22202 150100 DDA CHECKS PAID 0.11000 322 35.42 22015 151353 WELLSIMAGE PAID CHECK PER CD 30.00000 1 30.00 PAPER DISBURSEMENT SERVICES Subtotal 108.18 34337 200201 CEO CHECK ISSUES-ITEM 0.20000 4 0.80 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.04000 47 1.88 12377 200201 ARP FULL RECON-ITEM 0.04000 360 14.40 12060 200010 ARP MONTHLY BASE - FULL 40.00000 1 40.00 12604 200306 ARP OPTIONAL REPORTS 3.00000 23 69.00 12430 200301 ARP OUTPUT - TRANSMISSION 3.00000 23 69.00 34350 200306 CEO ARP STMT & RPTS MONTHLY BASE 0.00000 1 0.00 12694 200100 OUTGOING TRANSMISSION - PER ITEM 0.00000 322 0.00 PAPER DISBURSEMENT RECON SERVICES Subtotal 195.08 CK018 250201 ELECTRONIC CREDITS POSTED 0.19897 211 41.98 ES206 250120 ACH ORIGINATED - ADDENDA REC 0.03000 9 0.27 ES344 250202 ACH RECEIVED ITEM 0.04748 203 9.64 ES803 250500 ACH PAYMENTS ONLINE BATCH RELEASE 3.00000 7 21.00 34377 250000 ACH PAYMENTS BASE FEE 25.00000 1 25.00 ACH1D 250102 ACH PAYMENTS ONE DAY ITEM 0.10000 279 27.90 ACH2D 250102 ACH PAYMENTS TWO DAY ITEM 0.10000 14 1.40 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 5.00000 2 10.00 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 25.00000 1 25.00 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM 14.00000 2 28.00 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM 0.50000 1 0.50 GENERAL ACH SERVICES Subtotal 190.69 ES073 359999 WIRE MONTHLY DDA BASE - VOICE 6.00000 1 6.00 ESI 67 359999 WIRE SECURITY PIN MONTHLY BASE 0.00000 3 0.00 ES030 350300 WIRE IN - DOMESTIC 4.00000 4 16.00 ES075 350551 WIRE TEMPLATE STORAGE MONTHLY BASE 0.00000 2 0.00 ESI 39 350100 WIRE OUT DOMESTIC - CEO 4.00000 5 20.00 18031 350541 WIRE OUT REPAIR SURCHARGE 9.00000 2 18.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 80.00 As of Sep 2018 Pro Forma 34115 400272 CEO PREV DAY REPORTING ITEMS LOADED 34100 400052 CEO PREV DAY REPORTING MAINTENANCE 27707 400340 CEO SEARCH 34260 400800 INFO REPORTING HISTORY STORAGE 30 46100 40005Z CEO BASIC BANKING - MONTHLY BASE 46102 40005Z CEO BASIC BANKING ADDLACCT-MO BASE 15017 400003 DESKTOP DEPOSIT MONTHLY BASE INFORMATION SERVICES Subtotal 0.10000 30.00000 0.25000 0.01000 20.00000 10.00000 20.00000 681 3 29 823 1 2 1 68.10 90.00 7.25 8.23 20.00 20.00 20.00 233.58 IL152 609999 DEPOSITED CHECK ON CANADIAN BANK INTERNAHONAL SERVICES Subtotal 5.25000 5.25 5.25 *TotaI Fee Based Charges Total Service Charges 0.00 1,239.70 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. A Payment Manager book transfer Is charged when the debit and credit accounts are setup in a single CEO Company Id and entitled to Book Transfer. For additional service definitions, please contact your Treasury Management Sales Consultant or visit: www.welIsfargo.com/accountanalysis As of Sep 2018 Pro Forma Wells Fargo Merchant Services Processing Proposal For: City of La Quinta September 12, 2018 Presented by Charles Broyles WFMS Business Sales Consultant Phone: (612) 316-3336 Email: Charles.Broyles@wellsfargo.com This message is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, or cop>ing of this communication is strictly prohibited. Together we'll go far WFB2009 File#: 3132523 Page 1 of6 Wells Fargo Merchant Services, L.L.C. ( " WFMS ") - Pricing Terms for City of La Quinta Proposal Date: 09/12/2018 Sales Consultant: Charles Broyles Form# 046 Credit Card Volume $744,000 Communications Method IPN Average Transaction Size $124 Internet Gateway Number of Locations 3 Pricing Option Interchange + Rate Anticipated Interchange (11) Levels Public Sector 032 020/038/307/9G1 MCC Code 9399 MCC Code Description GOVERNMENT SERVICES, NOT ELSEWHERE American Express® Industry Type Government Discover® Network Card Program Yes Credit Card Processing Fees (1) Interchange Plus the following fees : 0.3800% On Gross Visa®, MasterCard®, Discover® Network Card and American Express® Sales PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $1.10 per PIN Debit transaction (applies to completed and declined transactions) One Time Total Fees $150.00 Monthly Total Fees $7.50 Annual Total Fees $0.00 Other Fees based on your account activity See Other Fees based on your account activity table below The above table is for your convenience only and is not intended to set forth all fees that may be associated with your merchant account. Regardless of your transaction volume you will be responsible for the One Time Total Fees, Monthly Total Fees, Annual Total Fees, Other Fees based on your account activity (as set forth in the table above) and Processing Solution Fees. The fees associated with the table above are defined below. Please review this entire pricing summary, along with the Additional Services page, for a comprehensive list of your fees. Applicable Fee Schedules: Payment Networks Qualification Matrix ht^s://www.welIsfargo.com/biz/interchangeplus Payment Networks Pass-Through Fees https://weIlsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://wellsfargo.com/visanetworkfee Dues, assessments and pass-through fees are disclosed in the schedules referenced above. Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. Additional schedules apply if your Pricing Option is Fixed (Non-Qual Fees). If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 10/13/2018. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. VFB2009 File#: 3132523 Page 2 of 6 One Time Fees Set-Up Fees $50.00 per location Equipment Installation Fee SO.OO ^Terminal Reprogramming Fee (Terminal) # of Terminals: 0 SO.OO per terminal Integrated Terminal Swap Fee for PIN Injection # of Terminals: 0 $0.00 per terminal Swap Fee for PIN Injection # of PIN Pads: 0 $0.00 per PIN Pad Card Imprinter Option # of imprinters: 0 $0.00 per imprinter Rush Shipping Option $0.00 One Time Total Fees $150.00 Monthly Fees Monthly Service Fee $0.00 per location Statement Billing Fee (Paper Statement) (7)$7.50 PCI Compliance Service Program Fee (8)$0.00 per location Clover™ Services Fee (14)N/A per device ID Monthly Total Fees $7.50 Annual Fees Annual Fee $0.00 per location Annual Compliance Support Fee (5)$0.00 per location Annual Total Fees $0.00 Other Fees based on your account activity Authorization/EDC Fee - Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) (3) $0,000 per attempt Authorization/EDC Fee - American Express (Credit and Prepaid) (3)$0,000 per attempt American Express EDC and Discover EDC Authorization (6)N/A per attempt American Express EDC and Discover EDC Capture Fee N/A per attempt Electronic Address Verification Service Fee $0,010 per attempt Voice Authorization Fee $0.75 per attempt Voice (Manual) Address Verification Fee $2,000 per attempt Monthly Minimum Processing Fee(9)$0.00 per month Chargeback Fee (2)$25.00 per chargeback Foreign Handling Fee (on non-US issued Visa/MasterCard transactions/sales)0.20%per transaction amount Interchange Clearing Fee (12) Applies to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) and American Express (Credit and Prepaid) 0.99%per transaction amount Non-validation PCI Compliance Fee (8)$0.00 per location, per month ACH Reject Fee $10.00 per reject Early Termination Fee See Section 42.3 of the Program Guide Other Fees based on your account activity Total Fees Based on account activity WFB2009 File#: 3132523 Page 3 of 6 Processing Solutions Type Quantity Financing Method Total w/o TAX First Data FD130 3 PURCHASE $1,137.15 (1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the "Discover Network Card program," Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the "Discover EDC program," Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover Network Cards. Clients may also elect to participate in the American Express program or the American Express EDC program, but not both. Under the "American Express program," Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the "American Express EDC program," Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Clienfs Agreement with WFMS. (2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that client will not be subject to a chargeback or debit. (3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. (5) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. (6) American Express EDC/Discover EDC Authorization Fees apply to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. (7) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. (8) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process. Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. (9) If the total discount fee billed to the Client for Visa, MasterCard, Discover Network Card and American Express transactions in one month is less than the Monthly Minimum Processing Fee, then an additional fee will be charged to the Client equal to the Monthly Minimum Processing Fee less the total discount fee. (11) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change. (12) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Client's Payment Networks Qualification Matrix by looking at the "ICF applies" column. If the interchange program level has been identified by a "YES" in this column, then the ICF will apply to that type of transaction. (14) If Client purchases or leases the Clover Flex, Clover Mobile and/or the Clover Mini device(s) and does not have a Clover Station on the same merchant account number, then the Clover Services Fee does not apply and will not be charged. If Client purchases or leases the Clover Flex, Clover Mobile and/or the Clover Mini device(s) with the Clover Station(s) or already has the Clover Station(s) on the same merchant account number, then the Clover Services Fee will apply only to the Clover Station(s). V VFB2009 File#:3132523 Page4of6 If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions. American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program. Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services. Client will reimburse WFMS for such services. Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software. Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software. WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above. Roimding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent Fees for supplies, shipping, handling and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. WFB2009 File#:3I32523 Page5of6 WELLS FARGO Treasury Management Proposal for City of La Quinta WellsOne® Commercial Card 10/1/2018 • Today's economy challenges us to do more with less, and the WellsOne® Commercial Card offers a comprehensive expense management solution that increases efficiency, reduces costs and unlocks working capital. • Use one card and one platform for your employee spending, travel, general procurement, Accounts Payable disbursements, and more. • Implement an end-to-end, electronic B2B payables solution for your company. • Integrate data to your ERF or back-office system or view through Commercial Electronic Office (CEO) portal. • Utilize real-time fraud monitoring and Sioo,ooo per card liability protection against unauthorized employee purchases (subject to certain restrictions). Revenue share program: Revenue share is paid out on an annual basis and is calculated and applied retroactively by multipl>ing the applicable revenue share bps times qualified annual spend for the previous year. Revenue share will be paid via ACH into your Wells Fargo checking account at the end of the month following your yearly anniversary. Please see your rebate schedule below for more detailed information: Qualified annual spend Charge Cycle: Monthly Monthly Monthly Monthly Monthly Days to Pay: 1 7 14 21 28 Annual Volume Tiers Avg Trans Size: $250 $250 $250 $250 $250 $1,000,000 $1,999,999 Basis Points**: 96 90 83 76 69 $2,000,000 $2,999,999 Basis Points**: 16 110 103 96 89 $3,000,000 $3,999,999 Basis Points**: 126 120 113 106 99 $4,000,000 $4,999,999 Basis Points**; 141 135 128 121 115 $5,000,000 $5,999,999 Basis Points**: 156 150 143 136 129 $6,000,000 $6,999,999 Basis Points**: 161 155 148 141 134 $7,000,000 $7,999,999 Basis Points**: 166 160 153 146 139 $8,000,000 $8,999,999 Basis Points**: 171 165 158 151 144 $9,000,000 $9,999,999 Basis Points**: 173 167 160 153 146 $10,000,000 And Above Basis Points**: 176 170 163 156 149 Custom Interchange Revenue Share Schedule (Basis Points)*60 60 60 60 60 * Wells Fargo will segregate or exclude Custom Interchange Transactions as defined by Visa® or MasterCard®. Custom Interchange Transaction shall mean (1) certain transactions subject to select large ticket transaction requirements, qualified and determined by Visa® or MasterCard®, as applicable, in its sole and absolute discretion and (ii) transactions with merchants participating in promotional interchange programs offered by Visa® or MasterCard® including the Visa Partner Program or the MasterCard Partner Program. ** Basis points equal 0.01%. Together well go ^ wcltsfai^.com © 2018 Wells Fargo Bank, N All rights reserved. Member FDIC. PDS1006467 5/15/18 Fee schedule: One-Tlme Fee Recurring Fees Miscellaneous Optional Features Custom Data Solutions Virtual Travel Account Waived Not Selected Waived Waived Waived Waived Cash Advance Fee: 2% / $2 Minimum Cross Border Transaction Fee: 1% / Transaction Manual Reports: Waived Rush Card: $10.00 / Incident Phone Re-Training: Waived Waived Custom Card Design* $1,000.00 per standard design set-up Waived Waived / Year 1 Waived / Years 2-7 Custom Data Solutions Build / Set-Up: Custom Data Solutions Maintenance Fee: Custom Data Solutions Transmission Fee: $0.50/Transaction $100.00/Hour $100.00/ Month $5.00 / Transmission *Non-standard designs uiaybe subject to additional costs and requirements, including design creation and minimum card order requirements. For those customers who opt to use CCER AP Control, Separate Pa>-ment Manager fees may apply. This pridng proposal is valid for i8o dayfs) from 10/1/2018: proposal is >'alid until 3/30/2019. A WellsOne® Commercial Card program is subject to credit underMTiting and approv-al. Ibis proposal presents indicative program pricing only and is not an offer or commitment to extend credit. Treasuiy Management 2 SECTION VII BID FORM- utilize AFP codes when applicable Tab U - Banking Services Bid Form: Please complete all items on this attachment. If the bank does not or cannot provide the specific requested service, please indicate "N/A" and if appropriate, recommend an alternative service and include as a specified attachment. Per unit cost X Estimated Monthly Unit Volume = Total Monthly Cost x 12 = Estimated Total Annual Cost. Where fees vary for this formula, please indicate and provide an estimate of the total annual cost. Volumes indicated represent average monthly activity. Bank Name: Wells Farao Bank Item Unit Cost csTimaiea Monthly Unit Volume lotai Monthly Cost fcstimated | Total 1 Annual Cost | Balance & Compensation Information Services n c - ^Deposit Insurance-Bank Assessment 0.12750 7,298 930.50 11,166 General Account Services \oc:\Account Maintenance 10.00000 3 30.00 360.00 \ -j 0 <-ZBA Depository -I- Master Maint 3 0.00000 0.00 0.00 \0O6^1 ZBA Subsidiary Account Maint 3 15.00000 15.00 180.00 : 1 CtL o Debits Posted-Other 0.67900 68 4.62 55.44 Credits Posted-Other 0.19897 211 41.98 503.76 Paper Deposit Statement Mailed 0.00000 3 0.00 0.00 Depository Services Banking Center Deposit-CA 0.00000 23 0.00 0.00 Vault Deposit-CA 0.00000 58 0.00 0.00 Dep Conditioning-Surchg-Vault 0.00000 2 0.00 0.00 Curr/Coin Dep/$100 Vault-CA 3 0.00120 34,457 41.35 496.20 Vault Deposit-Extended Hours-CA N/A CKS Dep Un-Encoded Items 0.00000 55 0.00 0.00 \00^ c Returns-Chargeback 3.50000 1 3.50 42.00 3'"'' Party Courier-Vault N/A Mail Notification-Receipt-Vault N/A Deposit Correction-Cash 8.00 1 8.00 96.00 Deposit Correction-Non Cash 8.00 t 8.00 96.00 Paper Disbursement Services 00 0 ARP PPay Maint-No Recon /40.00000 1 40.00 480.00 General Checks Paid Truncated 0.11000 322 35.42 425.04 NSF Items Paid/Returned 3.50000 1 3.50 42.00 Payee Positive Pay Maint 0.00000 I 0.00 0.00 Payee Positive Pay-Issue Match 0.02000 322 6.44 77.28 City of La Quinta RFP Banking and Merchant Services Banking Services Bid Form Bank Name: Wells Faroo Bank PQifriVWtTrina iMfhTHto^ TOM] /iNiiiiiF.n Paper Disbursement Services (Con't.) Positive Pay Exceptions 0.50000 1 0.50 6.00 Stop Pay Automated-12 months 1.00000 1 1.00 12.00 ARP PPay No Recon Input Item 0.01000 4 0.04 0.48 CD Rom Maintenance 0.00000 1 0.00 0.00 Image Maintenance 0.00000 1 0.00 0.00 Image Retrieval CPO 0.00000 1 0.00 0.00 On Line Image Retrieval CPO 0.25000 13 3.25 39.00 CD Rom Disk j 3^^ ,^30.00000 1 30.00 360.00 CD Rom per Image 0.06000 297 17.82 213.84 ARP Positive Pay Notif 0.05000 1 0.05 0.60 ARP Issue Posted Notif 0.05000 1 0.05 0.60 ARP Issue Reed Notif 0.05000 1 0.05 0.60 ARP PPay Input File Trans 0.00000 322 0.00 0.00 Paper Disb Recon Services ARP Void Cancel Items 0.00000 1 0.00 0.00 General ACH Services ACH Monthly Maintenance i ^25.00000 I 25.00 300.00 ACH Corporate On Us Credits 0.10000 279 27.90 334.80 ACH Corporate Off Us Credits 0.10000 1 0.10 1.20 Consumer Credit On Us Credits (w)0.10000 1 O.IO 1.20 Consumer Credit Off Us Credits (w)0.10000 1 0.10 1.20 PC Tax Payment 2.50 1 2.50 30.00 ACH Blocks Auth Instructions j N/A ACH Blocks Auth Maintenance 5.00000 3 15.00 4 or» 180.00 frOAyt/ (nl)-sr rcA/i-cw ^ 55105D 50^ /KusUr) c? (L- /Y^or)4'^^ City of La Quinta —' RFP Banking and Merchant Services ^ ULAe}^ y^T 7rovtiuAJ Banking Services Bid Form Bank Name: Wells Faroo Bank QQiBS nOrfPiTOmiTTTra ■uHMl lEgtimate^ HiGos^l^l General ACH Services (Con't.) ACH Blocks Auth Add-Change N/A ACH Debit Received Item (w)0.00000 0 0.00 0.00 ACH Credit Received Item (w) 0^0^/ 0.04748 203 9.64 115.68 ACH Return Item (w)1.00000 1 1.00 12.00 ACH Input-Transmission (w)3.00 7 21.00 252.00 ACH Delete/Reversal (w)2.00 1 2.00 24.00 ACH Motif of Change (NOC)0.00 1 0 0 ACH Optional Reports-Electronic 2.00 1 2.00 24.00 ACH Optional Reports-Fax (w)2.00 1 2.00 24.00 ACH Optional Reports-Mail (w)N/A 1 0.00 0.00 ACH Standard Reports-Mail (w)N/A 1 0.00 0.00 ACH Standard Reports-Electronic 2.00 1 2.00 24.00 ACH Standard Reports-Fax (w)2.00 1 2.00 24.00 Wire & Other Funds Transfer Svc GP Mthly Maint Basic 0.00 1 0.00 0.00 Electronic Wire Out-Domestic 4.00000 5 20.00 240.00 Book Credit 2.00 1 2.00 24.00 Outgoing Wire Confirm Notif N/A Wire Payee Advising N/A GPS Confirms N/A Pend Wire Approval Notif 0.05 1 0.05 0.60 Incoming Wire Notif-Email 0.05 1 0.05 0.60 GP Cust MantTemp Storage 0.00000 2 0.00 0.00 City ofLaQuinta RFP Banking and Merchant Services Banking Service Bid Form Bank Name: Weils Farao Bank nilrlT^■iteKI] /TliliUhfl Wire & Other Funds Trans Svc (Con't.) Incoming Domestic Wire j ^ 4.00000 4 16.00 192.00 Wire Advice-Phone N/A On Line Information Services Previous Day Account Fee N/A 0 0.00 0.00 Previous Day Standard Item ^ 0.10000 681 68.10 817.20 Previous Day Maintenance i^oOoS 5 / 30.00000 3 90.00 1080.00 Email Notification Schedule N/A 1 Online Subscription N/A Per Image Access ^/ 0.25000 14 3.50 42.00 Service Enhancements/Other Remote Deposit Services 20.00000 1 20.00 240.00 Image Cash Letter Deposits ^ 0.08501 598 50.84 610.08 Totals - Monthly and Annual Fees 1,603.95 19,247.40 *P!ease note: Line Items with no info provided on volumes were given a default volume of 1. Other Information Earnings Credit Rate for August 2018 1.97% Uncollected Funds Rate (%)015 8.030% Overdraft Rate (%)8.030% Fixed Pricing Guarantee (# of Years)5 years Bank Information Name of Contact Bank Officer Jamie Vamer Signature of Authorized Bank Officer =■ Bank Officer's Telephone Number 951-295-7482 Bank Officer's E-mail Address lamie.r. vamer@wellsfargo.com City of La Quinta RFP Banking and Merchant Services WELLS FARGO Wells Fargo 2017YE La Quinta, California Home Mortgage*,2 In La Quinta, California, Wells Fargo provided 210 mortgage loans (total HMDA), extending $68.5 million in credit. • Of that, 24 mortgage loans were in LMI communities, providing $6.9 million in credit and 18 mortgage loans were made to LMI borrowers, providing $3.4 million in credit. Originated and Purchased HMDA Totals by Tract Income ($000) Total Low Income Moderate Income Middle Income Upper Income #$#$#$#$#$ Tract Total 210 $68,458 0 $0 24 $6,922 68 $14,522 118 $47,014 Home Purchase 140 $46,731 0 $0 15 $4,934 49 $11,467 76 $30,330 Home Improvement 10 $1,574 0 $0 2 $520 3 $112 5 $942 Home Refinance 60 $20,153 0 $0 7 $1,468 16 $2,943 37 $15,742 Tiginated and Purchased HMDA Totals by Borrower Income ($000) Total Low Income Moderate Income Middle Income Upper Income #$#$#$#$#$ Borrower Total 210 $68,458 2 $242 16 $3,109 34 $7,896 149 $55,292 Home Purchase 140 $46,731 1 $130 11 $2,272 21 $5,282 99 $37,300 Home Improvement 10 $1,574 0 $0 0 $0 0 $0 10 $1,574 Home Refinance 60 $20,153 1 $112 5 $837 13 $2,614 40 $16,418 Originated and Purchased HMDA Totals by Loan Type ($000) Total HMDA Home Purchase Home Improvement Home Refinance # $# $# $# $ Total 210 $68,458 140 $46,731 10 $1,574 60 $20,153 Originated HMDA Totals by Tract Income ($000) Total Low Income Moderate Income Middle Income Upper Income #$#$#$#$#$ Tract Total 109 $40,613 0 $0 12 $3,425 27 $5,126 70 $32,062 Home Purchase 66 $25,503 0 $0 8 $2,604 16 $3,614 42 $19,285 Home Improvement 7 $845 0 $0 1 $125 2 $18 4 $702 Home Refinance 36 $14,265 0 $0 3 $696 9 $1,494 24 $12,075 Originated HMDA Totals by Borrower Income ($000) Total Low Income Moderate Income Middle Income Upper Income #$#■$#$#$#$ Borrower Total 109 $40,613 1 $130 8 $1,469 16 $3,309 82 $35,088 Home Purchase 66 $25,503 1 $130 4 $806 8 $1,915 51 $22,035 Home Improvement 7 $845 0 $0 0 $0 0 $0 7 $845 Home Refinance 36 $14,265 0 $0 4 $663 8 $1,394 24 $12,208 T Originated HMDA Totals by Loan Type ($000) Total HMDA Home Purchase Home Improvement Home Refinance # $# $.# $# $ Total 109 $40,613 66 $25,503 7 $845 36 $14,265 Small Business^ In La Quinta, California, Wells Fargo provided 88 small business loans, extending $4.0 million in credit. • Of that, 9 small business loans were in LMI communities, providing $396,680 in credit. Small Business by Loan Size ($000) Total Low Income Moderate Income Middle income Upper Income #$# " "" $ "#$ '#" $#$. Total 88 $3,975 0 $0 9 $397 22 $708 57 $2,870 $100,000 or less 82 $2,942 0 $0 8 $287 22 $708 52 $1,947 >$100,000 to, $250,000 5 $655 0 $0 1 $110 0 $0 4 $545 >$250,000 to $i,ooo;ooo 1 $378 0 $0 0 $0 0 $0 1 $378 Small Business by Annual Gross Revenue ($000) Total Low Income , Moderate Income 1 1 Middle Income 1 Upper Income #$# $"#$#"$#" $ Total 88 $3,975 0 $0 9 $397 22 $708 57 $2,870 <= $1 Million 63 $2,586 0 $0 5 $216 20 $641 38 $1,729 > $1 Million 13 $1,029 0 $0 1 $99 0 $0 12 $930 Revenue Not Known 12 $360 0 $0 3 $82 2 $67 7 $211 Small Farm^ ' In La Quinta, California Wells Fargo provided 4 small farm loans, extending $97,800 in credit. • Of that, 2 small farm loans were in LMI communities, providing $51,000 in credit. Small Farm by Tract Income ($000) Total Low Income Moderate Income Middle Income Upper Income ; # $# " "$" "# $# $# " $ 1 Total 4 $98 0 $0 2 $51 0 $0 2 $47 Community Development®,^ In La Quinta, California, a Wells Fargo team member recorded 1 community development service activity totaling 1 hour. \pmmunity Development Services 'Total Affordable Housing Community Services Economic Developmerit Revitalize/ Stabilize # # Hours # # Hours # # Hours # # Hours # # Hours Total 1 1 0 0 1 1 0 0 0 0 Financial Education 1 1 0 0 1 1 0 0 0 0 Locations2,5 In La Quinta, California, Wells Fargo has 2 branch locations. Branches Total Low Income Moderate Income Middle Income Upper Income Total 2 0 0 0 2 In La Quinta, California, Wells Fargo has 5 ATM locations. ATMS Total Low Income Moderate Income Middle Income Upper Income Total 5 0 0 0 5 'Mortgage includes home purchase, homeimprovenient, home refinance, anH mnltifiiTnilyfiriginatpH and purrliawl Inane ^Totals include low, moderate, middie, upper and unclassified income levds. All totals in $(ooo) 3Some Commuui^ Development activity cannot be tracked at the ci^ Ie\-eL ' lonununity Devdopment acth% b subject to change as updates are recehed. '-'Location data as ofyear end Fact Sheets should not be used to determine CRA Exam performance. Treasury Management Fraud protection services report August 2018 City of La Quinta WELLS FARGO Security of your information and assets is a top priority for Wells Fargo. One way to help protect your business from fraud is to understand the importance of a layered security approach.For example, in addition to using internal controls that follow standard accepted accounting principles, you can implement bank-provided services that can reduce the chance your accounts will be compromised. To understand your potential fraud risk, take advantage of the attached report, which shows the fraud protection services and settings currently in place on each of your accounts. This comprehensive document also provides detailed information about further fraud protection options. 74% Companies that were targets of payments fraud in 2016 2017 .\r"P Payments Fraud and Control Survey For cheeks • Positive pay systematically compares checks presented for payment to your issued-check files to detect serial numbers and dollar amounts that don't match.For extra security against payee alteration fraud, you can add Payee Validation (not available with Basic Positive Pay). • Maxiinuin check limit automatically returns checks exceeding a set dollar limit and prevents such checks from being cashed by a Wells Fargo teller. • Reverse positive pay lets you review checks presented for payment to determine if they should be returned. A teller match option is available for customers who want to control the positive pay exception process in-house. For ACH transactions • ACH Fraud Filter automatically stops all ACH debits — except those you preauthorize — from posting to your account. Unauthorized transactions can be presented to you for pay or return decisions. • ACH Block stops all ACH debits from posting to your account. For online transactions • Dual custody requires a second user's approval for payments and user modifications before payments or modifications take effect. • Secure validation requires single-custody companies to enter a six-digit validation code to complete free-form wires or perform wire template maintenance. For mailed statements • Statements & Notices delivers account information online and can help reduce the risk of mail fraud and information theft that can occur with paper statements. Please call or email with any questions about this report or other Wells Fargo fraud protection services. For more information about preventing online fraud, visit well.sfargQ.com/fightfraud. CORYJAHN Treasury Management Sales Consultant (213) 253-7211 Cory.E.Jahn@wellsfargo.com Note; Implementation of the fraud prevention products, services, and steps recommended in this report, while designed to help protect your accounts from unauthorized transactions, does not guarantee that such fraud will not be attempted. It is important that you have also implemented reasonable internal procedures to ensure the integrity of your bank accounts and to protect your business assets. Please see your banker for details on your rights and responsibilities \dth respect to such fraud prevention. Together we'D go far ©2018 Wells Fargo Bank N.A. All rights reserved. Member FDIC. City of La Quinta Fraud protection and potential risk summary By Accoimt By CFOCompany Profile Color Legend n At Risk: 1 Account n Low Risk; 0 Accounts n Using Recommended Services: 2 Accounts n Not Eligible; 0 Accounts Color Legend m Single custody: 0 Services H Single custody with Secure Validation: 0 Services H Exception; OServices H Dual custody; ^ 6 Services City of La Quinta - Account Details Account Number ACH Protection Check Protection Potential Risk Check Volume Max Check Posted Average Check Amount Max Check Limit ""«"3478 ACH Fraud Filter Review (Default Pay) Unprotected At Risk 1 $800 $800 Not Set ••.*«6342 ACH Fraud RIter Review (Defeult Pay) Payment Authorization with $0 Limit Using Recommended Services 0 $0 $0 $0 -*"»2482 ACH Fraud RIter Review (De^ult Return) Positive Pay w/ Payee Validation (Default Return) Using Recommended Services 335 $1,362,378 $13,036 NA Fraud protection services report - 08/03/2018 2of3 City of La Quinta - Mail Fraud Details Type Paper Only Both Paper and Electronic Electronic Only % At Risk for Mail Fraud Client Analysis Relationship Statement 0 0 3 0% Demand Deposit Account Statement 0 0 2 0% Fraud protection services report - 08/03/2018 3of5 City of La Quinta- CEQ Company Details Self Administration-Wire ACH Foreign ' Exchange Online 1 Foreign Add/Edit/Copy Transfer Payments Exchange Authorizations 1 CEO CEO Company Name Company ID 1 1 HCAPayments Foreign Exchange Wi erTransfer Domestic/Int'l Freeform Wire Initiation Template Maintenance ClassfoService (Single Vs. Dual)Users Approve Own Entitlements dAministrative Changes Approve Settlement Approve Settlement CITY OF LA QUINTA 1500693 1 n Color Legend m Single custody Single custody witti Secure Validation Exception ^ Dual custody Service not used Note: The report on CEO Company profile dual control information incorporates Wires, ACH, Foreign Exchange and Self Administration products only, and does not cover check pa>'ment products and services. Fraud protection services report - 08/03/2018 4of5 Treasury Management Take steps to protect your company from check fraud You play a key role in fighting the threat of check fraud at your company by implementing recommended bank services and ensuring that internal procedures are in place to protect your assets and bank accounts. WELLS FARGO Task Steps to perform Review account activity daily Perform a daily review of your accounts (transactions and balances) to help you detect unusual or suspect activity in a timely manner. Manage issued checks Keep check registers, both Internal and positive pay files, at the bank and update them daily. Including intraday. Reconcile accounts in a timely manner • Ensure all transactions are authorized. • Report any unauthorized ACH transactions immediately so that return entries for nonconsumer transactions can be made available by the opening of business on the second banking day following the settlement date of the original ACH entry. • Identify errors (including fraud) and report them within 30 days of the statement mail date. • Compare the payee name on checks with the payee names listed on your check register. Segregate duties • Assign check writing and reconcilement functions to different individuals. • Implement dual control for ARP Register Maintenance and Positive Pay exception review. • Rotate personnel in financially sensitive assignments. • Limit the number of authorized signers and require more than one signaUire on high-dollar checks. Use separate accounts Separate accounts to allow for more timely and focused review of payment activity, such as: • By payment type (check payments, ACH, wire transfers, etc.). • By purpose (accounts payable, taxes, payroll, etc.). Control check stock Store all check stock, deposit slips, check-writing equipment, and ottier banking documents in a locked space and; • Limit access to authorized personnel. • Minimize personnel responsible for handling or ordering check stock and rotate them periodically. • Change the locks when authorized personnel leave the company. • Conduct regular inventory of check stock. • Shred unused or outdated check stock. • Mail checks immediately after signing. Secure deposited checks Ensure that checks deposited electronically (remote deposit capture) are stored securely and destroyed properly. Conduct surprise audits Perform unscheduled audits; this often deters employees from committing fraudulent activities. Most embezzlers only commit fraud when they think they will not be caught. Know your vendors • Require that all changes to vendor payment account numbers are made in writing and on the vendor's letterhead, and verify the changes with a follow-up call to the vendor's telephone number that you have in your files. • Secure all Accounts Payable records and addresses from tampering, • Reconcile vendor payments to their paid invoices or outstanding balance. Know your employees Perform credit and badcground checks on employee who have access to accounts, acxount records, and cash. Call at least tiiree references to verify Information. Protect access credentials Ensure that your employees have individual IDs and passwords; use strong passwords for your accounts, and never write down or give out your user IDs or passwords. Proactiveiy manage users on financial applications • Audit your users regularly, reviewing activities and transactions in which they have engaged. • Review user privileges to ensure that they only have the capabilities necessary to perform their functions. • Separate duties entailing financial transactions. • Delete or disable users who have changed jobs and no longer need the function or who are no longer employed by you. Report suspected or attempted fraud to Wells Fargo • Immediately notify Wells Fargo for help in assessing the situation and taking appropriate action, which may includeplacing holds on your accounts to help detect future fraud attempts. • Online Fraud Hotline: If calling from the U.S., Canada, or Mexico, dial 800-AT-WELLS (800-289- 3557), option 2. If dialing from a country that supports UIFN (Universal International Freephone Number), dial the international dialing code and then the UIFN phone number, which is 800-AT- WELLS (800-289-3557). • Bogus emails or websites: reportphish@wellsfargo.com ©2018 Wells Fargo Bank NjY All rights reserved. Member FDIC. 9S First Data'" FD130 Terminal Payment types supported • Visa® • MasterCard® • American Express® • Discover® • Signature and PIN debit • Diners Club® . JCB • EuroPay, MasterCard, Visa (EMV) chip cards^ • EBT2 • Giftcard^ • TeleCheck Paper Warranty • WEX/Voyager^ • Telecheck Electronic Check Acceptance (ECA)^ How can we help? Charlie Broyles Charles. broyles@wellsfargo.ccQ 612-316-3336 WELLS FARGO Wells Fargo Merchant Services Next-generation terminal provides EMV Chip card support, IP and WiPi capabilities with dial back-up The First Data® FD130 is an affordable terminal solution that combines performance, reliability and ease of use in a compact, feature-rich device. In addition, with new security guidelines coming soon, the FD130 prepares you to eventually accept transactions when customers present an EMV chip card; that is, a card embedded with a special microprocessor chip that adds an important layer of security. Business types supported Retail, restaurant, quick service, petroleum, direct marketing (MOTO), lodging and auto rental Product benefits • Easy installation — Get up and running quickly with the intuitive touch-screen display for ease of use. • Account number truncation compliant — Help protect your customers' card information from identity theft by truncating the account number and masking the expiration date on customer and merchant receipts. • Fast connection — Supports WiFi, Internet Protocol (IP) with Secure Socket Layer (SSL) encryption, plus dial back up over an analog phone line.® n Allows simple paper roll replacement — 2.25"-wide thermal roll can be dropped in place without feeding through slots and rollers. • Large batch capacity — Stores up to 450 transactions. n Contactless support — Process contactless payments from NFC enabled cards, fobs, and mobile wallets. • EMV — Prepare for EMV chip technology and new security guidelines that add an important layer of security. • Keep infrastructure costs low with a combination terminal, PIN pad, EMV Chip reader, contactless reader and printer. (continued on next page) weIlsfargo.com/biz/inerchant Together we'U go far Industry-specific features • Secxmty features for card-not-present merchants — Be alerted to possible fraudulent activity with Address Verification Service (AYS); Card Verification Value 2 (CVV2); Card Validation Code 2 (CVC2), and Card Identification Number (CID) fraud services. n Meet the needs of quick service customers — Quick service merchants can offer signature suppression for transactions under qualified floor limits. • Purchase card level I and II, business and commercial cards — Allows tax prompting on all Visa and MasterCard commercial cards. First Data FD130 terminal features n Touch-screen capability with 320x240 color display n 16-button keypad • True 32-bit processing (ARM9 32-bit CPU core) • Bidirectional magnetic stripe reader, tracks 1,2,3 • EMV Chip card dip reader allows acceptance of EMV secure chip cards • Swivel stand is an available option for an additional cost. Allows merchant to turn the terminal to the customer for card processing. • Lodging features: Lodging Check-in and Check-out functions including Standard Check-out, Non-Standard Check-out, and No Show. Additional lodging features include: - Folio Number - Clerk Number - Room Number - Duration of Stay - Daily Room Rate/Daily Tax Rate (Room Rate/Tax Rate is available on MasterCard Only) • Auto rental features: - Car Pickup (Pre-Auth) - Car Return - Clerk Number - Ticket/Invoice Number - Rental Agreement Number - Duration - Rental Class ID Operation highlights • Intuitive touch-screen display for ease of use • Fast terminal downloads using IP or dial-up, with WiFi as an option • Terminal-initiated batch settlement • Demo mode for training purposes • Comprehensive reporting: totals, batch detail, clerk/server, tip reporting, batch history and pre-authorization reporting Security features • PCI PED approved® • Password protection • Retail Address Verification Service (AVS) • Account number truncation/expiration date masking on customer and merchant receipt copies • Card verification support for card-not-present — Visa (CVV2), MasterCard (CVC2), Discover (CID) • Capability to accept EMV chip transactions that enhance security Dimensions • Height: 3.5" • Width: 3.7" • Length: 7.87" Connection type and speed • Wired and Wireless (WiFi) Internet Protocol (IP) connectivity with dial back-up^; IP transactions approve in about 4 seconds Batch capacity • 450 transactions For more information on Wells Fargo Merchant Services, please visit wellsfargo.com/biz/merchant. 'EMV is not supported on the Buypass Network at this time. It will be available with a future application update. ^Not available for lodging or auto rental industries. ^WEX and Voyager cards are supported for Petroleum Merchants on the Buypass Network. 'TeleCheck EGA requires additional Check Scanner peripheral. EGA is not supported in MOTO environment. ® The FD130 is certified for Dynamic Host Configuration Protocol (DHCP) Internet Protocol. Dial back-up requires analog phone line. ®This FD130 is PCI PED certified. First Dataproducts can be found on the PCI Security Council website "Approved PIN Transaction Security" under the manufacturer name XAC Automation. © 2014 Wells Fargo Merchant Services, LLC. All rights reserved. ECG-I218616 2014018 (03/14) Government & Institutional Banking Public Funds Collateral Unit 333 Market Street 15'-^ Floor NIAC: Aoi09-i50 San Francisco, CA 94105 PublicFuudsCoUateraltg wellsfargo.coin July 16, 2013 Customer Name SA.MPLE WELLS FARGO Dear Wells Fargo Customer, Wells Fargo Bank enjoys a reputation for strength and security. We are dedicated to ensuring that your public funds deposits are collateralized as required by conforming to all applicable state and federal statutory requirements. Our Public Funds Collateral Unit team will work hard to know you, listen to you and provide seamless collateralization of your public funds deposits. On a daily basis, our Public Funds Collateral Unit will monitor your collected balances in deposit accounts maintained with our commercial and business banking offices, as well as cash and deposit balances held in certain trust agency and asset management custody accounts. The California Government Code specifies that all local agency deposits in excess of the deposits covered by FDIC insurance must be collateralized by the depository bank. We will pledge collateral as necessary to the Califomia Local Agency Pool. Uncollected funds are excluded from this requirement. Currently FDIC insures the deposits of governmental accounts on a per Official Custodian basis as follows: the aggregate balances in demand deposits accounts are insured up to $250,000 per Official Custodian and the aggregate balances in time and savings accounts are insured up to $250,000 per Official Custodian. The Government Code also requires that the Bank report total deposits with the related collateral for each pool to the Administrator of Local Agency Security weekly as of every Wednesday. At quarter-end, the Bank reports the aggregate balance for each individual local agency and the related pool directly, as well. Please feel free to contact the Administrator's office to verify your holdings with Weils Fargo Bank. Enclosed are three (3) copies of the Contract for Deposit of Moneys (collateral agreement) covering deposits held at Wells Fargo Bank, N.A. for Customer Name with Bank of New York Mellon, acting as Agent of Depository. Please sign three (3) copies of the Contract for Deposit of Moneys and return all oriQlnals to Public Funds Collateral Unit. One of the original executed agreements will be forwarded to the Local Agency Administrator. In accordance with the applicable federal law (12 U.S.C. 1823), this collateral agreement must be approved by the bank's board of directors or loan committee; the approval must be reflected in the applicable meeting minutes; and the agreement must be an official record of the bank, continuously from the time of its execution. The fully executed agreement will be submitted to the Wells Fargo Bank N.A.'s Board of Directors/Loan Committee for approval. A fully signed and executed original of the agreement and corporate resolution will be mailed to you upon completion. > All shaded areas on document MUST be completed for processing > Faxed copies are NOT accepted as Original Agreements Upon receipt of the above signed documents, we will pledge collateral to protect your deposit balances above FDIC coverage. We hope this information regarding the documents required for collateralization is clear. If you have additional questions, please contact me at 877-479-6603. We look forward to serving you! Sincerely, Sheila Lynch, PFA Manager Wells Fargo Bank, N..\- Together we'll go far WELLS FARGO Contract for Deposit of Moneys THIS CONTRACT, relating to the deposit of moneys, is made as of the [ i day of 20; 1, between t .("Treasurer") acting In his or her official capacity as Treasurer of Customer Name_("Depositor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), having a shareholder's equity of $102,352,000,000.00 on December 31, 2012, and.is.made with reference to the following facts: , ^ \xWHEREAS, the Treasurer proposes to deposit in the Bank from time to time, moneys in his or her custody in an aggregate amount on deposit at any one time not to exceed the total shareholders equity of the Bank, and said moneys will be deposited subject to Title 5, Division 2, Pai^J^Chapter 4, Article'2Jcommencing with Section 53630) of the Government Code of the State of California (the "Lowi. Agency Deposit SecurityLaw"). X"-. \\WHEREAS, the Government Code requires the ^reasurer^to«enterMnto^a contract withjhe Bank setting forth the conditions upon which said moneys are depositea; <' WHEREAS, in the judgment of the Treasurer, this Contract is to the public advantage. NOW, THEREFORE, the parties agree as follbwsix '' \ \ ^ ^ ^ 1. This Contract cancels and supersedes^any previous contracts between the Treasurer and the Bank relating to the method of collateraii^tion of Depositor's deposits. To'^the extent not inconsistent herewith, any such deposit shall be subject to the te'rm^and conditions of'tfi^Bank's'standard disclosure statement (as in effect from time to time) for deposits of thatxtype. 2. This contract, but not-deposits themheld hereunder,'^is subject to termination by the Treasurer or the Bank at any time upon 30 dayy\written^otice. Deposits mayibe withdrawn in accordance with the agreement of the parties and applicable fede^raj and^tat^statutes,Xjes and regulations. This contract Is subject to modification or termination upon^enactmeVit'^of any--s^tute, rule,^or regulation, state or federal, which, in the opinion of the Administrator of-Local Agency^Secujity^df.^e-^ate'of California (the "Administrator"), is inconsistent herewith, including any/change relative'\tdjhe^payment^f interest upon moneys so deposited by the Treasurer. The Treasurer 'may withdraw Depositor's deposits from the Bank Immediately upon receiving notice from the Admihistrator^hat.the-Bank'has failed to pay assessments, fines or penalties assessed by the Administrator. The Treasurer maylmrnediateiy.dpon receiving notice from the Administrator withdraw authorization for the placement of securities with the Agent of the Bank in the event that the Agent of the Bank fails to pay fines or penaltiesassessed by the Administrat^ i 3. Interest shall accrue on any moneys so deposited as permitted by any act of Congress of the United States or by any rule or regulation of any department or agency of the Federal Government. If interest may legally be paid on the account Into which the moneys are deposited, then all moneys deposited shall bear interest at a rate agreed upon by the Treasurer and the Bank. 4. The Bank shall issue to the Treasurer for each deposit a receipt on a form agreed to by the Bank and the Treasurer, stating the interest to be paid (if any), the duration of the deposit (if appropriate), the frequency of interest payments (if any) and the terms of withdrawal. Each such deposit receipt is by reference made a part of this contract. 5. The Bank will maintain at all times with the Agent of the Bank as security for Depositor's deposits; (a) eligible securities of the classes described in Government Code Section 53651 (except subdivisions (m) and (p)) having a market value at least 10% in excess of the total amount of deposits secured by those securities, (b) eligible securities of the class described in subdivision (m) of Government Code Section 53651 having a market value at least 50% in excess of the total amount of deposits secured by those securities and (c) eligible securities of the class described in subdivision (p) of Government Code Section 53651 having a market value at 1 least 5% in excess of the total amount of deposits secured by those securities. If the Administrator determines that a security is not qualified to secure public deposits, the Bank will substitute other securities to comply with the requirements of this Paragraph. 6. The Treasurer hereby waives security for that portion of the total amount on deposit which Is insured pursuant to Federal law. 7. The Agent of the Bank, which the Treasurer and the Bank hereby authorize to hold the eligible securities posted as collateral under this contract, is THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.. The Agent of the Bank has filed with the Administrator an agreement to comply in all respects with all provisions of the Local Agency Deposit Security Law. 8. Authority for placement of securities for safekeeping in accordance with iGovernment Code Section 53659 is hereby granted to the Agent of the Bank, including placement with any^pn^or more Federal Reserve Banks or branches thereof. 9. If the Bank fails to pay all or part of any moneys of the Depositor oh 'deppsit%ith the Bank which are subject to this contract when ordered to do so in accordance^with the terms^-pf|^withdrawal set forth on the applicable deposit receipt, the Treasurer will immediately n6tif^h.the Administrator>gn writing Action of the Administrator in converting the collateral required by Paragraph 5"'above for the'^benefit^of the Depositor is governed by Government Code Section 53665. ^ ' v / / \ s. 10. The Bank may add, substitute or withdraw^^eligible securities being^used as^^secunty for deposits made hereunder in accordance with Government Code Section 53654;iprovided4he^requirements of Paragraph 5 above are met. ,\ /* ' \ ,/ 11. The Bank shall have and hereby reserves -the right'^to collect and retain for the Bank's own account the interest or income on the securities, except in;"case?>wher^the-.securities are liable to sale or are sold or converted in accordance with the provisions of Goyernrhent,Code Section 53665. 12. The Bank will pay all exp_enses,^incurred in transporting eligible securities maintained as collateral for moneys on deposit to and from the Agerit^dMl^;B^k!^The Depositor will pay (or promptly reimburse the Bank for or othenvise compensate the Bank for).a1j''expen^s4ncurred in transporting all moneys deposited with the Bank to and from the Deposifcr'stoffices. The^bepositoi^Wlil pay.^the Bank (or otherwise compensate the Bank for) the fees and charges stateb^'ihMHe**B^nk's then;Sui;rent Schedule of Charges (unless the Bank and the Treasurer othenwise agree) for handling, ^oH^tirig and paying ail checks, drafts and other exchange or securities according to the Bank's standard practices. 13. Th|s|^contract, the parties^Hereto and all deposits governed by this contract shall comply with and be subject in a|jri"espects to the Local -Agency Deposit Security Law, and all other state and federal laws, statutes, rules and regufatjons-aDDlicable tb^such deposits, whether now in force or hereafter enacted to promulgated, all of which are by this^reference^made a^part hereof. IN WITNESS WHEREOF, the Treasurer in his or her official capacity on behalf of the Depositor, and the Bank by its duly authorized officer, have signed this contract in triplicate as of the day and year first above-mentioned. TREASURER Customer Name WELLS FARGO BANK, NATIONAL ASSOCIATION of: Name of Local Agency Depositor Byj By: Title: Vice President "■"'t'®" Address: 333 Market Street MAC: A0109-150 Address; 7--: San Francisco, OA 94105 Treasury Management Account analysis Sample Client Analysis Statement Client Analysis Statement Relationship Summary WLLU- FAKGC: January, 2QXX ABC Con^ny 987 Main Street City, USA 12345-6789 Contact us Officer HenryWeifs Phone No; 123-456-7690 WELLS FARGO BANK, NA, 123 MAJN ST ANYTOWN, USA 98765 Analysis Summary Av^age Postive Coilecled Balancs Reserve Requif^nert Investable Balance Available tor Services Earnings Allowance Currert Month Aiaiyzed Charges eio oo%. 05 44% 920.197 50 TO.01975 828.177.75 3.826.41 7,55000 continued Balance Summary Account Nurrixr AccourtNsiw Average Lec^r Average CoIJectea Average DagyNeg^hre Cotecteo Negcai Use or FundR&e Service Ctiarge ' 000-1234567 A8C Company 920.1SB 920,196 13,58000 'IndicalesUIhgaccount Service Detail SvcCocte AFPCccid Service Description Unl Price Vokme Service Charges ASCt23 01 0000 Zero Balance MaderAccaurt Mamt BDC234 01 0000 AccointMeirtenance CDE345 01 0000 DOAStdemeifr General Account Services so.oomo 15.00000 20.00000 1.00 500.00 300.00 50.00 7,500.00 T 6.00000 'T 13,55a00 Total Analyzed Charges 7,S0il0 'Total Fee Bned Charges 6,000110 Total Senrice Charges 13,S0XI0 T*Senric8 Subject to Sales Tax Trend Analysis Average isdger Average PosSf/e Investabte Balarx^Eemrigs Month Balance Collected Balance Avaiat/e fa Services Credit Rate AUO 20XX ffi0,198 9^,196 S2s.m 5.44% OCT 20XX 920,196 920,196 8^,178 5.44% Avffage 920,198 920,196 828,176 Earrings Fee-Based Analysed Mond)!/ Month Albwance Charges Charges Postbn mo 20XX 3,826 0 6S 3761 OCT 20XX 3,826 6,000 7,550 (3744) Balance Adjustments Account Number TransachonD^e Correctron Acfustmeri Amcunt No of Days Change/n Average' Collected Balance Descrpbor) ABC 000-1234567 OlJXXfXX OIIXXIXX Account Total 15,000.00 8 3,87097 3,87097 GrandTotal 3,87097 Note: Customer must exemlnettiisstateniertandtepoittoBank any d«dm toroedaorretLrtdMitMn 60 days ater Bank makes the statement availaUe.lf BsA does not leceive notice oferror or <is9epancyv^Ahin tMstime frame, kems on tlw statement <ntl be deemedto be conect. For more information on the Client Analysis Statement, contactyour Wells Fargo treasury management representative. welIsfargo.com/com © 2016 Wells Fargo Bank, N A. All rights reserved. Member FDIC TM-1185 (09/16) Wells Fargo Treasury Management RFP exceptions Upon award of business. Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of La Quinta in connection with the deposit and treasury management products and services requested under the Request for Proposal (RFP). Our 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 of La Quinta's contractual requirements or to bind Wells Fargo to the City of La Quinta's contractual requirements unless specifically commented upon. Wells Fargo has included with its response copies of its account and service documentation for the deposit and treasury' management products and services requested in the RFP, which we would request serve as the starting point for contract negotiations or be incorporated into any final agreement. WellsOne Commercial Card Wells Fargo has reviewed the RFP - Banking and Merchant Services dated August 30,2018 including the terms and conditions and sample contract contained therein, in the context of a commercial credit card program and advances thereunder. Based on such review, Wells Fargo believes that the provisions set forth in the RFP appear to be designed to accommodate a treasury management banking relationship and not a commercial credit card program specifically. As such, Wells Fargo respectfully proposes that, in lieu of the terms and conditions and sample contract in the RFP, the accompanying sample WellsOne® Commercial Card Agreement and related sample ancillary documents (including the Wells Fargo Supplier Analysis & Onboarding Service Agreement and CCER AP Control Service Description) (collectively, the "Commercial Card Service Documentation") would serve as the primary governing contract with respect to your commercial card program and advances thereunder. If Wells Fargo is the successful bidder, it is willing to consider and, where possible, negotiate changes and additions to the Commercial Card Service Documentation proposed by you, including changes and additions based upon the RFP. Nonetheless, and notwithstanding any language in the RFP to the contrary. Wells Fargo does not agree, with respect to the commercial credit card program, to any modifications or additions to the terms and conditions of the Commercial Card Service Documentation solely by virtue of submitting a response to the RFP. Page_Section Description Agreement for Services/Page 1.1 Contract 1/Section 1 1 Wells Fargo rejects the Agreement for Contract Services in its entirety as the Commercial Card Service Documentation will govern the accounts and services associated with, and connected to, the commercial card program. Wells Fargo is willing to discuss the order of precedence of any Citizen's additional documents upon contract award. Agreement for Services/Page 1.4 1 Contract 1/Section The Commercial Card Services Documentation does not include any general indemnification obligations for Wells Fargo, given the nature of the program, including without limitation for the indemnities outlined in Section 1.4. The Commercial Card Services Documentation, which governs the accounts and services to be provided in connection with the commercial card program, must be part of the final contract. Agreement for Services/Page 1.5 Contract 2/Section A number of the provisions contained in this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than Wells Fargo Treasury Management for the underwriting services contemplated in this RFP, including, among others, the hold harmless, indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not Intended by you and by Wells Fargo Bank, N.A, In the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided In connection with the purchasing card program, will need to be part of the final contract. Agreement for Contract Services/Page 2/Section 1.6 The Commercial Card Service Documentation Includes the express, limited warranty offered by Wells Fargo for the commercial card program and the Cards. All other implied and express warranties are therefore disclaimed, including, without limitation, the warranties of fitness for purpose, merchantability and performance. The Commercial Card Services Documentation does not Include any general indemnification obligations for Wells Fargo, given the nature of the program, including without limitation for the indemnities outlined in Section 1.6. The Commercial Card Services Documentation, which governs the accounts and services to be provided in connection with the commercial card program, must be part of the final contract. Agreement for Contract Services/Pages 2-3/Section 1.7 Any and all changes to the commercial card program shall be authorized as set forth In the Commercial Card Service Documentation, including, without limitation, wherein Wells Fargo has the authority to make unilateral changes to the Commercial Card Service Documentation. Agreement for Contract Services/Page 3/Section 1.8 Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. Wells Fargo is willing to discuss the order or precedence of any additional documents upon contract award. Therefore, the accompanying sample WelisOne® Commercial Card Agreement and related sample ancillary documents (including the Wells Fargo Supplier Analysis & Onboarding Service Agreement and CCER AP Control Service Description)(collectively, the "Commercial Card Service Documentation") would serve as the primary governing contract with respect to your commercial card program and advances thereunder. If Wells Fargo is the successful bidder, it is willing to consider and, where possible, negotiate changes and/or additions to the Commercial Card Service Documentation proposed by you, including changes and/or additions based upon the RFP. Nonetheless, and notwithstanding any language in the RFP to the contrary, Weils Fargo does not agree, with respect to the commercial credit card program, to any modifications or additions to the terms and conditions of the Commercial Card Service Documentation solely by virtue of submitting a response to the RFP. Wells Fargo Treasury Management Agreement for Contract Services/Pages3-4/Section 2.1 Agreement for Contract ^ iServices/page 4/Section 2.2 Agreement for Contract Services/Page 4/Section 2.3 A number of the provisions contained In this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFP, including, among others, the hold harmless, indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. The total amounts charged to the Cards will be automatically debited from Customer's designated account on a pre-determined calendar date. Payment in full is required by the Customer each month; individual cardholders are not responsible for payment. Agreement for Contract Services/Page 4/Section 3.1 Agreement for Contract Services. C^*Agreement")/Page 4/Section 3.2 A number of the provisions contained in this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFP, including, among others, the hold harmless. Indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. Agreement/Page 5/Section 3.3 The Commercial Card Service Documentation Includes a force majeure provision, which we would request serve as the starting point for contract negotiations. Agreement/Page 5/Se(Aion 3.4 The Commercial Card Service Documentation does not include a term. However, the Commercial Card Service Documentation includes language that permits either party to terminate the commercial card agreement upon thirty (30) days' advance notice to the other party as well as for Wells Fargo to terminate the Agreement immediately upon an "Event of Default", as defined by the Agreement. Agreement/Pages 5- 6/Section,4.1 Due to the nature of the financial services industry, it is common for officers and employees of financial institutions to move between financial institutions or within a financial institution from time to time. Therefore, we cannot covenant that such personnel will not change during the term of the Commercial Card Service Documentation. That being said, the senior management of Wells Fargo Wells Fargo Treasury Management Bank, NA have all generally been with Wells Fargo for a number of years. Page 6 of 35 Sec. 4.3 Prohibition Against Subcontracting or Assignment Wells Fargo is part of a diversified financial services company that provides retail, commercial and corporate banking services throughout much of the United States. Wells Fargo utilizes various vendors and other third parties to handle portions of its business on a geographic and/or line of business basis. Accordingly, Wells Fargo reserves the right to subcontract freely. It is not feasible for Wells Fargo to obtain the prior written consent of any customer with respect to any service that may uHlize such vendor or subcontractor. However, should Wells Fargo choose to subcontract, it shall remain fully responsible for the performance of all obligations pursuant to the contract including those performed by a subcontractor. In addition, Weils Fargo does not consider an arrangement with a third party under which the third party assists Wells Fargo in providing services or products which are not specific to the Department to be a subcontract for purposes of this contract. Due to the nature of the commercial card program, assignment of the City's obligations, liabilities and rights cannot be assigned. Further, Wells Fargo cannot agree to any assignment that requires the City to consent to such assignment. For example, in the event a regulator of Wells Fargo requires Wells Fargo to assign the Contract Card Services Documentation, it cannot be prevents from such assignment by its customers. Agreement/Pages 6- 7/Section 4.4 The Commercial Card Services Documentation does not include any general indemnification obligations for Wells Fargo, given the nature of the program, including without limitation for the indemnities outlined in Section 4.4. The Commercial Card Services Documentation, which governs the accounts and services to be provided in connection with the commercial card program, must be part of the final contract. Page 7 of 20 Sec. 4(g) Community Reinvestment Act The Community Reinvestment Act (CRA) of 1977 requires banks to meet the credit needs of all the communities where they do business, especially low- and moderate- Income communities. In its most recent CRA examination which covers the years 2009-2012, the Office of the Comptroller of the Currency (OCC) lowered Wells Fargo's final national rating from "Outstanding" to 'Needs to Improve' due to previously issued regulatory consent orders. It is important to note the OCC gave Wells Fargo an "Outstanding" overall rating on CRA performance and noted our "excellent responsiveness to credit needs" in the majority of the bank's assessment areas. On the individual components of the Exam, Wells Fargo received an "Outstanding" on the Lending Test, an "Outstanding" on the Investment Test, and a "High Satisfactory" on the Service Test. The OCC also gave California the state-level rating of OUTSTANDING, which reflects our strong track record of lending to, investing in, and providing service to low- and moderate-income communities, both in California and nationwide. Wells Fargo is deeply committed to economic growth, sustainable homeownership and neighborhood stability In Wells Fargo Treasury Management low- and moderate-Income communities and will continue to invest above and beyond what Is required by CRA. Community Reinvestment is an integral part of our business culture. Wells Fargo has long understood that we can be no stronger, nor more successful, than the neighborhoods and communities where we do business. Supporting our communities allows us to better meet our customers' financial needs and helps us to achieve our goal to be one of America's best companies. Page 8 of 35 Sec. 6 Indemnification Pages 33-35 of 35 Exhibit F Indemnification During the term of this Agreement, Bank will Indemnify, defend and hold harmless Company 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 Bank 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 Company. In no event will Bank be liable 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. Bank's liability under this indemnity will be limited to an amount not to exceed 10 times Bank fees Incurred during the calendar month Immediately preceding the calendar month In which such loss or damages were Incurred (or, if no Bank fees were incurred in such month. Bank fees Incurred in the month in which the losses or damages were Incurred). The Commercial Card Services Documentation does not Include any general indemnification obligations for Wells Fargo, given the nature of the program, including without limitation for the indemnities outlined In Section 6.1. The Commercial Card Services Documentation, which governs the accounts and services to be provided In connection with the commercial card program, must be part of the final contract. Page 9 of 35 Sec. 7.2 Records (audits) Wells Fargo reserves the right to negotiate appropriate limitations upon audits and inspections. Wells Fargo cannot allow physical facility audits or inspections for security and confidentiality reasons. Wells Fargo can allow audits of relevant records with reasonable prior notice during normal business hours in accordance with our policies. Agreement/Page 9/Section 7.3 Wells Fargo will provide customary data and reports associated with the requested services. However, Wells Fargo Is a service provider, and is not delivering "work product". Wells Fargo will retain all ownership and related rights In Its Intellectual property (Including, but not limited to, systems, software and hardware, regardless of location or date of development), used or developed In connection with the requested services, now and hereafter. Agreement/Page 10/Section 7.6 Agreement/Pages 10- 11/Section 7.7 The Commercial Card Service Documentation includes a mutual confidentiality provision. Wells Fargo Is willing to discuss changes to this provision, should It be necessary, so long as such changes are consistent with Wells Fargo policy. Agreeifieht/Page 11/SectIon 8.1 Wells Fargo requires that in addition to a designated state law, which we are willing to negotiate upon award of the Wells Fargo Treasury Management business, that the governing law provision to be included in the final contract also Include federal law and regulations. Agreement/Page 11/Section 3.2 Our preferred dispute resolution forum Is arbitration, as outlined In the Commercial Card Service Documentation. Please refer to the Commercial Card Service Documentation for Wells Fargo's dispute resolution provisions, which we would request serve as the starting point for contract negotiations. Agreement/Page 11/Section 8.3 The total amounts charged to the Cards will be automatically debited from Customer's designated account on a pre-determined calendar date. Payment in full is required by the Customer each month; Individual cardholders are not responsible for payment. Therefore, Wells Fargo does not accept any set-off or withholding of payments by its commercial card customers. Agreement/Page 12/Sectlon 8.5 The commercial card program cannot agree to cumulative remedies due to the nature of the program. Agreement/Page 12/Section 8^6 Our preferred dispute resolution forum Is arbitration, as outlined In the Commercial Card Service Documentation. Please refer to the Commercial Card Service Documentation for our dispute resolution provisions, which we would request serve as the starting point for contract negotiations. Agreement/Page 12/Section 8.7 The provisions of the Commercial Card Service ' Documentation permit either party to terminate, for convenience, upon thirty (30) days' advance notice to the other party. Additionally, Wells Fargo retains the right to terminate immediately upon the Event of a Default, as defined by the Commercial Card Service Documentation. Agreement/Page 12- 13/SectIon 8.8 . Pursuant to the Commercial Card Service Documentation, only Weils Fargo has the ability to terminate immediately. In the Event of a Default by the customer. Upon termination (for convenience or for default by customer) or expiration of the commercial card agreement, any unpaid balances on the Cards shall become immediately due and payable, and Wells Fargo may immediately debit your Account for payment of such balances. In addition, you have a continued responsibility for full payment of the current balance on the Cards as well as any and all purchases, fees and charges Incurred before termination Including any such purchases, charges and fees that post after termination of the Cards. Lastly, you also have an obligation to destroy all Cards Issued under the Agreement. Agreement/Page 13/Section 8.9 Our preferred dispute resolution forum is arbitration, as outlined In the Commercial Card Service Documentation. Please refer to the Commercial Card Service Documentation for our dispute resolution provisions, which we would request serve as the starting point for contract negotiations. This provision also sets forth responsibility for attorney fees. Additionally, other sections within the Commercial Card Service Documentation address attorneys' fees, which can be discussed, should Wells Fargo be successful In Its bid. Agreement/Pages 13r i4/Section 9.2 To the best of our knowledge and after reasonable due diligence. Wells Fargo Bank, N.A. does not have any actual or potential conflicts of interest with the Customer. Wells Fargo Treasury Management Agreement/ Page 15/Se(^ion,l6.6 Any and all changes to the commercial card program shall be authorized as set forth in the Commercial Card Service Documentation, including, without limitation, wherein Wells Fargo has the authority to make unilateral changes to the Commercial Card Service Documentation. Addendum/Page 21/Sed:iofi 2 • n " . The total amounts charged to the Cards will be automatically debited from Customer's designated account on a pre-determined calendar date. Payment in full is required by the Customer each month; individual cardholders are not responsible for payment. Therefore, Wells Fargo does not accept any set-off, retentions or withholding of payments by its commercial card customers. Addendum/Page 21/Section 3 Addendum/Page 22/Secti6h: 4 Addendum/Page 22/Secti6n 5 - . A number of the provisions contained in this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFP, including, among others, the hold harmless. Indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. Addendum/Page 23/Sectibn 6' ' . ^" A number of the provisions contained In this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFP, including, among others, the hold harmless. Indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided In connection with the purchasing card program, will need to be part of the final contract. Wells Fargo rejects all liquidated damage provisions in this or any contractual document. Exhibit B/Schediiie of Compensatipn/Page 24 The total amounts charged to the Cards will be automatically debited from Customer's designated account on a pre-determined calendar date. Payment in full is required by the Customer each month; individual cardholders are not responsible for payment. Wells Fargo Treasury Management Exhibit C/Schedule of Perfdrniance/Page 25 A number of the provisions contained In this Request For Procurement ("RFP") may be more pertinent to the procurement of certain materials, goods or services than for the underwriting services contemplated in this RFP, including, among others, the hold harmless, indemnification and criminal record verification provisions of the RFP. Because some of the provisions would not be typical when providing the contemplated underwriting services and, in the form proposed herein, are inconsistent with the policies and procedures of Wells Fargo Bank, N.A., and could be misunderstood and misinterpreted by third parties in a manner not intended by you and by Wells Fargo Bank, N.A, in the context of providing underwriting services. Wells Fargo Bank N.A. cannot agree to such provisions noted above. We would be prepared to follow the customary and usual practice of utilizing the Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. If successful in its bid, Wells Fargo will collaborate with the City to formulate a mutually acceptable implementation schedule. Exhibit E/Insuraiice/Pages 28-32/Sectio.n E.2 The provisions of the Commercial Card Service Documentation permit either party to terminate, for convenience, upon thirty (30) days' advance notice to the other party. Additionally, Wells Fargo retains the right to terminate immediately upon the Event of a Default, as defined by the Commercial Card Service Documentation. Exhibit F/Indemnification/Pages 33-35 The Commercial Card Services Documentation does not include any general indemnification obligations for Wells Fargo, given the nature of the program, including without limitation for the indemnities outlined in Section 6.1. The Commercial Card Services Documentation, which governs the accounts and services to be provided in connection with the commercial card program, must be part of the final contract RFP/Page 4/Section 1.17 The Commercial Card Service Documentation does not include a term. However, the Commercial Card Service Documentation includes language that permits either party to terminate the commercial card agreement upon thirty (30) days' advance notice to the other party as well as for Wells Fargo to terminate the Agreement immediately upon an "Event of Default", as defined by the Agreement. RFP/Page 4/Secti6h 1.19 Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided in connection with the purchasing card program, will need to be part of the final contract. Wells Fargo is willing to discuss the order or precedence of any additional documents upon contract award. Therefore, the accompanying sample WellsOne® Commercial Card Agreement and related sample ancillary documents (including the Wells Fargo Supplier Analysis & Onboarding Service Agreement and CCER AP Control Service Description)(collectively, the "Commercial Card Service Documentation") would serve as the primary governing contract with respect to your commercial card program and advances thereunder. If Wells Fargo is the successful bidder, it is willing to consider and, where possible, negotiate changes and/or additions to the Wells Fargo Treasury Management Commercial Card Service Documentation proposed by you. Including changes and/or additions based upon the RFP. Nonetheless, and notwithstanding any language In the RFP to the contrary, Wells Fargo does not agree, with respect to the commercial credit card program, to any modifications or additions to the terms and conditions of the Commercial Card Service Documentation solely by virtue of submitting a response to the RFP. RFP/Page 4/Section 1.20 Wells Fargo Commercial Card Service Documentation, which governs the accounts and services to be provided In connection with the purchasing card program, will need to be part of the final contract. Wells Fargo Is willing to discuss the order or precedence of any additional documents upon contract award. Therefore, the accompanying sample WellsOne® Commercial Card Agreement and related sample ancillary documents (including the Wells Fargo Supplier Analysis & Onboarding Service Agreement and CCER AP Control Service Descrlptlon)(collectively, the ^^Commercial Card Service Documentation") would serve as the primary governing contract with respect to your commercial card program and advances thereunder. If Wells Fargo Is the successful bidder. It Is willing to consider and, where possible, negotiate changes and/or additions to the Commercial Card Service Documentation proposed by you. Including changes and/or additions based upon the RFP. Nonetheless, and notwithstanding any language in the RFP to the contrary. Wells Fargo does not agree, with respect to the commercial credit card program, to any modifications or additions to the terms and conditions of the Commercial Card Service Documentation solely by virtue of submitting a response to the RFP. RFP/Page 4/Sectioh 1.22 To the best of our knowledge and after reasonable due diligence. Wells Fargo Bank, N.A. does not have any actual or potential conflicts of Interest with the Customer. RFP/Page 7/Secti6n 4.d(g)The Community Reinvestment Act (CRA) of 1977 requires banks to meet the credit needs of all the communities where they do business, especially low- and moderate- income communities. In Its most recent CRA examination which covers the years 2009-2012, the Office of the Comptroller of the Currency (OCC) lowered Wells Fargo's final national rating from "Outstanding" to 'Needs to Improve' due to previously Issued regulatory consent orders. It Is Important to note the OCC gave Wells Fargo an "Outstanding" overall rating on CRA performance and noted our "excellent responsiveness to credit needs" in the majority of the bank's assessment areas. On the Individual components of the Exam, Wells Fargo received an "Outstanding" on the Lending Test, an "Outstanding" on the Investment Test, and a "High Satisfactory" on the Service Test. The OCC also gave California the state-level rating of Outstanding, which reflects our strong track record of lending to. Investing In, and providing service to low- and moderate-Income communities, both In California and nationwide. Wells Fargo Is deeply committed to economic growth, sustainable homeownership and neighborhood stability In low- and moderate-income communities and will continue Wells Fargo Treasury Management to invest above and beyond what is required by CRA. At Wells Fargo, Community Reinvestment is an integral part of our business culture. Wells Fargo has long understood that we can be no stronger, nor more successful, than the neighborhoods and communities where we do business. Supporting our communities allows us to better meet our customers' financial needs and helps us to achieve our goal to be one of America's best companies. Our most recent Community Reinvestment Act (CRA) performance evaluation is located at the following link: wellsfargo.com/about/community/wfcra/perf_evaluation Wells Fargo Treasury Management Wells Fargo Merchant Services exceptions Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of La Quinta in connection with the deposit and treasury management products and services requested under the Request for Proposal (RFP). Our 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 of La Quinta's contractual requirements or to bind Wells Fargo to the City of La Quinta's contractual requirements unless specifically commented upon. Wells Fargo has included with its response copies of its account and service documentation for the deposit and treasury management products and services requested in the RFP, which we would request serve as the starting point for contract negotiations or be incorporated into any final agreement. r Page_Section 1.18 Contract Documents Agreement for Contract Services Page 6, 4.3 Prohibition Against Subcontracting or Assignment Agreement for Contract Services, Page 9, 7.2 Records Agreement for Contract Services, Page 9, 7.3 Ownership of Documents Agreement for Contract Description As set forth in our response conditions, we expect our Wells Fargo Merchant Services Program Guide to become, or at a minimum become a part of any final Agreement between The City and Weils Fargo. To the extent that our Wells Fargo Merchant Services Program Guide Is made an exhibit to the Agreement, It Is our desire, and we respectfully request that the terms and conditions in the Wells Fargo Merchant Services Program Guide prevail in the event of a conflict, Subject to §9 of the Wells Fargo Merchant Services Program Guide. Wells Fargo is part of a diversified financial services company that provides retail, commercial, and corporate banking services throughout much of the United States. Wells Fargo uses various vendors and other third parties to handle portions of its business on a geographic and/or line of business basis. Accordingly, Wells Fargo reserves the right to subcontract freely. It is not feasible for Wells Fargo to obtain the prior written consent of any customer with respect to any service that may use such vendor or subcontractor. However, should Wells Fargo choose to subcontract, it shall remain fully responsible for the performance of all obligations pursuant to the contract, including those performed by a subcontractor. In addition, Wells Fargo does not consider an arrangement with a third party under which the third party assists Wells Fargo in providing services or products that are not specific to the City to be a subcontract for purposes of this agreement. If awarded the bid, we request the opportunity to discuss and negotiate this provision. Including to prohibit any site visits on any of our or our affiliates' and subcontractors' premises. Other than possibly statements, there will be no work product or intellectual property under the Agreement that District will own. Any work product or intellectual property under this Agreement shall be subject to a separate mutually negotiated SOW, and ownership and usage rights of any such work as a result of any such SOW and/or wori< product or intellectual property shall be as set forth in the mutually negotiated SOW between the parties. While we understand the City's desire to Include this Wells Fargo Treasury Management Services, Page 10, 7.7 Confidential or Personal Identifying Information Page 11, 8.2 Disputes Agreement for Contract Services, Page 15, 10.6 Amendment Exhibit E, Insurance Requirements language, please refer to §8 of the Wells Fargo Merchant Services Program Guide, for the specific rights we retain with regards to confidential Information, as well as your obligations related thereto. Please see redline changes: 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-frve (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare. City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a waiver of any party's ri ght to avail itself of anv rights or remedies otherwise set forth in the Agreement including without limitation, the Wells Farao Merchant Services Program Guide, take legal action in the event that the dispute is not cured, and provided thet-nothing herein shall limit City's right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of timo thot Contracting Porty is in of default. Subject to §25.7 of the Wells Fargo Merchant Services Program Guide. We will, through our insurance broker, give 30 days' notice to the City should it ever be necessary. (In reality, it will never be necessary, since the insurers can only cancel for non-payment of premium and we pre-pay all premiums.) However, our Insurers will not give such notice of cancellation to any entity other than Wells Fargo Merchant Services. We can only name the client as an additional insured on our Auto Liability, General Liability, and Umbrella Liability insurance. We will add them through a blanket Additional Insured endorsement. We do not disclose our self-insured retentions and deductible amounts. Since we cannot change our deductibles, we cannot allow approval or limitation of deductibles. We are well capitalized to cover reasonable deductibles, as customary for the size of our company. All deductibles for liability and workers compensation insurance are also secured by a tetter of credit issued to the insurer, thus making the insurer obligated for the deductible amount if, for any reason, we cannot pay. We cannot provide waiver of subrogation or primary and non-contributory coverage on the Commercial Crime and E&O/Professional/Cyber policies. Wells Fargo Treasury Management Exhibit F, Indemnification The whole document should be replaced with the following: While we understand the City's desire to include this provision, upon award of the bid, we request the opportunity to negotiate this provision with the City. The following is our preferred language for your reference. We agree to indemnify and hold you harmless for and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our employees' gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non-Bank Services. In addition to this indemnification obligation on the part of Wells Fargo to the City, Wells Fargo also requires that the City be obligated to Indemnify Wells Fargo, as set forth in § 13 of the Wells Fargo Merchant Services Program Guide. Municipal Advisor RFP Disclosure This proposal is submitted in response to your Request for Proposal dated October 26, 2018. The contents of this proposal and any subsequent discussions between us, including any and all information and analysis with respect to product is 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 applications or qualifications provided under the municipal advisor rules (the "Muni Advisor Rules") of the Securities and Exchange Commission (the "SEC") (240 CFR isBal-l et seq.). In submitting this proposal (a) Wells Fargo Bank, N.A. ("Wells Fargo") is not acting as an advisor to the City of La Quinta ("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 a joint venture between Wells Fargo Bank, N.A. and First Data Merchant Services L.L.C. Any contract for merchant services will be entered into between the City of La Quinta (the City) and Wells Fargo Merchant Services, L.L.C. This contract is separate from any new or existing contracts between the City 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. Contract disclosures Our proposal is intended to be a description of the services we can provide in response to the requirements described in the request for proposal (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. 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 contract 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. To this end, we are providing a link to our Program Guide (wellsfargo.com/biz/programguide), which we expect to become the final contract or to become part of the final contract between the Citv and Wells Fargo Merchant Services if you choose us as your provider. The City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies, and procedures of the Visa® and Mastercard® payment networks and the non- bankcard issuers. A summary of many of the key elements of those payment network requirements is provided in the Operating Procedures section of the Program Guide. The terms, conditions, policies, and procedures of the Visa and Mastercard payment networks and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services to negotiate. The payment networks govern their mandated fees and assessments, which are subject to change during the term of the contract and in accordance with the terms of the Program Guide. Pricing disclosures Wells Fargo Merchant Services pricing, as provided in our proposal, is based upon the information provided by the City (for example, processing requirements or number of merchant accounts) as of the date the RFP response was submitted. In responding to this RFP, Wells Fargo Merchant Services only agrees to be bound to the pricing we provided therein to the extent that the assumptions upon which it was based were reasonably derived in relation to the information provided by the City as of the date of the creation of that pricing, and are accurate and unchanged. In the event that Wells Fargo Merchant Services is the successful bidder, and the City subsequently provides additional information to us that would affect the pricing (including pass through fees paid by the City), Wells Fargo Merchant Services shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by the City. Furthermore, should Wells Fargo Merchant Services be the successful bidder for this RFP, the City shall be required to execute a Final Pricing Terms document. Information contained in this response is valid for 60 days from the date of submittal. WELLS FARGO Commercial Account Agreement Effective October 1, 2014 Table of Contents I. Terms Applicable to All Commercial Deposit Accounts 6 Introduction Defined Terms Affiliate 6 Authorized Signer 6 Business Day 7 Collected Balance 7 Commercial Deposit Account 7 Deposit Float 7 Deposited Item 7 Investable Balance 7 Item 7 Ledger Balance 8 Overdraft 8 Paper Item 8 Service 8 Arbitration Agreement Agreement to Arbitrate — 8 Governing Rules — 8 No Waiver of Self-Help or Provisional Remedies 9 Arbitrator Qualifications and Powers 9 Class Actions and Consolidations 10 Payment ofArbitration Costs and Fees 10 Miscellaneous - -.11 Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company 11 Company's Obligation to Review Statements and Other Account-Related Information and to Notify Bank ofErrors 11 Returned, Unclaimed Statements or Other Account-Related Information 12 Address Changes for Statements for Company's Account and Other Account-Related Information 12 Notices and Other Mail 13 Contacting Company Regarding Servicing and/or Collections - 13 Electronic Communications - 13 Fraud Prevention Protection Against Unauthorized Items - 14 Lost or Stolen Paper Items; Unauthorized Items - - - 14 Preventing Misuse ofCompany's Account 15 Claim of Unauthorized Transactions; Bank's Rights and Liability Investigation by Bank; Company's Agreement to Cooperate 16 Standard ofCare 16 Limitation ofLiability; Indemnification 16 Adverse Claims 17 Legal Process - - 17 ^Treezin^' Company's Account 17 Force Majeure 17 Company's Insurance Coverage 18 Substitute Checks Deposits to Company's Account Collection Items 19 Endorsements 19 Material Appearing on the Back ofItems; Check Legends 19 Breach ofWarranties 19 When Deposits are Credited to Company's Account 20 Company's Use ofFunds 20 Deposits at Affiliates 20 Deposits ofNon-U.S. Items 20 Acts and Omissions ofOther Financial Institutions 21 Deposited Items Retumed 21 Direct Deposits Retumed by Bank 22 Reconstructing Lost or Destroyed Deposited Items 22 Withdrawals from Company's Account Determining Company's Account's Balance; Debiting Company's Account 22 Order ofPosting; Categories of Items 23 Relation between posting ordas & ovCTdrafts/retumed item .24 P^er Items Presented Over-the-Counter for Payment by a Non-Customer 24 Large Cash Withdrawals 25 \\^drawals at Affiliates 25 Items Resulting From Company's Disclosure ofCompany's Accoimt Number - 25 Missing Signatures; Alterations; Forgeri^ 25 Dates and Special Instructions on Paper Items 26 Facsimile or Mechanical Signatures 26 Consumer ACH Debit Entries 26 Stop Payment Orders; Notices of Post-Dating General 26 Content of Stop Payment Order - 27 Effective Period of Stop Payment Order; Renewal; Revocation 27 Liability to Holder in Due Course 27 Pqjer Items Pmd Over Valid Stop Payment Orders 27 Overdrafts; Security Interest; Bank's Right to Setoff Overdrafts and Insufficient Funds 28 Security Interest; Bank's Right to Setoff 28 Bank Fees and Expenses General 29 Payment ofBank Fees and Expenses; Finance Charges - 29 Earnings Allowance - 30 Recoi^ment Fee 30 Bank's Use ofFunds - -— - 30 Checking Subaccounts Miscellaneous Acceptable Form ofPaper Items; Document and Image Quality 31 Closing Company's Account 31 Contract Language —32 Credit Reports 32 Dormant and Unclaimed Accounts 33 Entire Agreement; Headings; No Third Party Beneficiary 33 Laws Governing this Agreement 33 Minimum Balance Requirements; Other Restrictions 34 Modification of Agreement; Account Conversion — - — —34 Monitoring and Recording Communications 35 No Fiduciary Relationship 35 Reliance on Bank's Records - 35 Reordering Checks - 35 Restricted Transactions - - 35 Transferring an Interest in Company's Account 35 n. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts 36 Interest-Bearing Accounts Variable/Fixed-Rate Accounts - 36 Method Used to Calculate Earned Interest 36 Interest Accrual - — - 36 Compounding and Crediting - 36 Target Balance Accounts 36 Interest Adjustments - — 37 Tax Identification Number Certification 37 Commercial Savings Accounts Bank's Right to Require Notice 38 Regulation D savings account transaction limit and other limited activity 38 Commercial Time Accounts General - 39 Certificated Time Accounts 39 Maturity Date 39 Time Requirements __....39 Payment oflnterest 39 Additional Deposits 40 Withdrawal oflnterest Prior to Maturity 40 Renewal Policies .40 Early Withdrawal Fee 40 nL Funds Transfers ... 41 General .41 Notice ofReceipt ofFunds 41 Reliance on Identification Numbers 41 Duty to Report Unauthorized and Erroneous Fund Transfers 41 Erroneous Payment Orders 42 Automated Clearing House (ACH) Transactions 42 IV. Selected Services 42 Stagecoach Deposit®-ATM Deposit Only Card Service 42 Stagecoach Deposit ® - Post Verify Service .43 5 I. Terms Applicable to All Commercial Deposit Accounts Introduction In this Commercial Account Agreement ("Agreement"), "Company" refers to the owner or accountholder ofa Wells Fargo bank commercial deposit account ("Accounf'). *'Bank" refers to the Wells Fargo bank at which Company's Account is maintained. This Agreement includes the following disclosures applicable to Bank's commercial deposit accounts and related services (each, a "Service"), that Bank has separately provided to Company: (i) the schedule ofBank's fees and other account-related information (the "fee and information schedule"), (ii) the collection schedule, (iii) the funds av^lability policy, (iv) the privacy policy, (v) the rate sheets for interest- bearing accounts, each as modified by Bank from time to time, and (vi) any additional disclosures regarding Company's Account that Bank may provide to Company. Company is responsible for ensuring that each Authorized Signer is familiar with this Agreement. Unless Company has instructed Bank in writing to the contrary, Bank may consider communications about Company's Account from an Authorized Signer on Company's Account as communications from Company. Company agrees to notify Bank immediately in writing ifany Authorized Signer's authority has been terminated. This Agreement replaces all prior agreements wifri Bank regarding Company's Account other than agreements regarding security interests in, or services utilizing the Account. By signing Bank's signature card for Company's Account or by using Company's Account or a Service, Company will be deemed to have agreed to this Agreement. Company should retain a copy of this Agreement (and any information that Bank provides Company regarding changes to this Agreement) for as long as Company maintains its Account with Bank. Defined Terms In this Agreement, certain words have a special meaning and are frierefore defined. Certain terms and their definitions are found in this Section, and others are found in the text of this Agreement. Affiliate. An "Affiliate" is a bank that is, directly or indirectly, a wholly or substantially owned subsidiary ofWells Fargo & Company. Authorized Signer. An "Authorized Signer" is a person who has Company's actual or apparent autiiority to transact business on Company's Account(s), whether or not such person has signed the signature card or other docuihentation for Company's Accoimt(s). Bank may continue to recognize an Authorized Signer's authority until Bank has received and had a reasonable time to act upon Company's written modification or revocation of it. Business Day. A "Business Day" is every day except Saturdays, Sundays and federal holidaj^. Collected Balance. The "Collected Balance" is the Ledger Balance in Company's Account less Deposit Float. Commercial Deposit Account. A "Commercial Deposit Accounf' is any deposit account, other than one of Bank's business deposit accounts, that is not held or maintained primarily for personal, family or household purposes. Examples ofcommercial deposit 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. Deposit Float. "Deposit Floaf' is the total dollar amount ofItems deposited in Company's Account for which, based on the collection schedule used by Bank or the applicable Affiliate for this type ofaccount. Company's Account has not yet been credited for purposes of calculating the Collected Balance. Deposited Item. A "Deposited Item" is an Item (including a non-U.S. Item) that Bank cashes or collects for Company or accepts for deposit to Company's Account. Investable Balance. The "Investable Balance" is the Collected Balance in Company's Account less (i) the portion ofsuch Collected Balance that Bank is required by law to hold in reserve at a Federal Reserve Bank and (ii) other adjustments. Item. An "Item" is an order, instruction, or authorization to withdraw or pay funds from Company's Account. Examples include checks and electronic transactions including Automated Clearing House (ACH) and wire transfers. 7 Ledger Balance. The '^Ledger Balance" is the balance in Company's Account after all debits and credits for the Business Day are posted. Overdraft. An "Overdraft" is any event that results in a negative balance in Company's Account Paper Item. A "Paper Item" is an Item that is in paper form. Service. A "Service" is any service Bank provides to Company including without limitation any Treasury Management Service. Arbitration Agreement Agreement to Arbitrate. Except as stated in "No Waiver of Self-Help or Provisional Remedies" below, Company and Bank agree, at Company's or Bank's request, to submit to binding arbitration all claims, disputes and controversies between or among Company and Bank (and ftieir respective employees, officers, directors, attomeys and other agents), whether in tort, contract or otherwise arising out of or relating in any way to Company's Account(s) and/or Service(s) and their negotiation, execution, administration, modification, substitution, fonnation, inducement, enforcement, default or tennination (each, a'T)ispute"). Governing Rules. Any arbitration proceeding will (i) proceed in a location selected by the American Arbitration Association ("AAA") in the state whose laws govern Company's Account; (ii) be govemed by the Federal Arbitration Act (Title 9 ofthe United States Code), notwithstanding any conflicting choice of law provision in any ofthe documents between Company and Bank; and (iii)be conducted by the AAA, or such other administrator as Company and Bank shall mutually ^ree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the "Rules"). Ifthere is any inconsistency between the terms hereof and any such Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such otiier party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by Bank of the protections afforded to it under 12US.C. Section 91 or any similar applicable state law. No Waiver of Self-Help or Provisional Remedies. This arbitration requirement does not limit the ri^t of either party to (i) exercise self-help remedies including setoff or (ii) 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 ofthe right or obligation of either party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in (i) and (ii) ofthis subsection. Arbitrator Qualifications and Powers. Any Dispute in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award ofgreater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel ofthree arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Each arbitrator will be a neutral attomey licensed in the state whose laws govern Company's Account and who has a minimum often (10) years experience in the substantive law applicable to the subject matter of the Dispute to be arbitrated. The arbitrator's) will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator's) will decide (by documents only or with a hearing at the discretion ofthe arbitrator's)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. 9 The arbitrator(s) shall resolve all Disputes in accordance with the substantive law of the state whose laws govern Company's Account and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make efifective any award. The arbitrator(s) shall also have the power to award recovery ofall costs and fees, to impose sanctions and to take such other action as deemed necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the state rules of civil procedure for the state whose laws govern Company's Account or other applicable law. Judgment upon the award rendered by the arbitrator's) may be entered in any court having jurisdiction. The institution and maintenance of an action forjudicial relief or pursuit ofa provisional or ancillary remedy shall not constitute a waiver ofthe right of any party, including the plaintiff to submit the controversy or claim to arbitration if any other party contests such action forjudicial relief Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relev^t to the Dispute being arbitrated and must be completed no later than twenty (20) days before die hearing date and within 180 days of die filing of the Dispute with the AAA. Any requests for an extension ofthe discovery periods, or any discovery Disputes, will be subject to final determination by the arbitrator's) upon a showing that the request for discovery is essential for die party's presentation and diat no altemative means for obtaining information is available. Class Actions and Consolidations. Company and Bank agree that the resolution ofany Dispute arising pursuant to the terms ofthis Agreement slmll be resolved by a separate arbitration proceeding and shall not be consolidated with other Disputes or treated as a class. Neither Company nor Bank 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 member ofa class, or to act in any arbitration in the interest ofthe general public or in a private attomey general capacity. Payment of Arbitration Costs and Fees. The arbitrator(s) shall award all costs and expenses ofthe arbitration proceeding 10 Miscellaneous. To tiie maximum extent practicable, the AAA, the arbitrator's), Company and Bank shall take all action required to conclude any arbitration proceeding within 180 days of the filing ofthe Dispute with the AAA. The arbitrator(s), Company or Bank may not disclose the existence, content or results thereof except for disclosures of information by Company or Bank required in the ordinary course of business, by applicable law or regulation, or to the extent necessary to exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between Company and Bank potentially applies to a Dispute, the arbitration agreement most directly related to Company's Account or the subject matter of the Dispute shall control. This arbitration agreement shall survive the closing of Company's Account or termination of any Service or the relationship between Company and Bank. Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company. Except as expressly provided otherwise in this Agreement, Bank will mail (or otherwise make available to Company) statements for Company's Account and notices and other information regarding Company's Account or any Service (collectively, "Account-Related Information") to the postal or electronic address reflected in Bank's records for Company's Account. Any statement or Account-Related Information will be deemed to have been sent to Company on the first Business Day following the date on it A statement or other Account-Related Information that is held for Company to pick up will be deemed to be delivered to Company at the time that Bank makes it available for pick up. Company's Obligation to Review Statements and Other Account- Related Information and to Notify Bank of Errors. Company agrees to promptly and carefully examine each statement for Company's Account and any other Account-Related Information and any paid Items that are returned with (or described in) the statement and any other Account-Related Information and to promptly notify Bank o^ and reimburse Bank for, any erroneous credit to Company's Account Within thirfy (30) days after Bank mails or oftierwise makes ftie statement or other Account-Related Information available to Company, Company will notify Bank of any claim for credit or refund due, for example, to an erroneous or unauthorized debit, a missing signature, an unauthorized signature or an alteration (each, an "unauthorized transaction"). Within six (6) months after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim 11 for credit or refund resulting from a forged, unauthorized, or missing endorsement. Such notification is to be made by (i) calling the telephone number listed on the statement for Company's Account or in the other Account-Related Information for such purpose and (ii) submitting a written report to Bank as soon as possible, but, in any event, within the timefimnes specified above. If Company fails to notify Bank within the timeframes specified above, the balance shown on the statement for Company's Account or other Account-Related Information will be conclusively presumed to be correct, and Company will be deemed to have released Bank fiom all liability for the Items charged to Company's Account and for all other transactions covered by the statement or ofiier Account-Related Information. In addition, ifCompany fails to notify Bank of an unauthorized transaction on Company's Account within thirty (30) days after Bank mails or otherwise makes the statement for Company's Account or oftier Account- Related hiformation describing the imauthorized transaction available to Company, Bank will not be liable to Company for any unautiiorized transactions on Company's Account by the same person that could have been prevented ifCompany had complied wifti Company's obligations under this subsection. If Company notifies Bank of any claim for credit or refund later than required by this subsection. Bank may assert, at Company's request and on Company's behalf any claim against a third party that Bank determines in Bank's sole discretion is permitted under the laws governing this Agreement or applicable rule. Returned, Unclaimed Statements or Other Account-Related Information. Unless otherwise prohibited by the laws goveming this Agreement, (i) if two or more statements for Company's Account are returned, Bank may discontinue sending statements for Company's Account and other Account- Related hiformation to Company until Company provides a valid address to Bank; (ii) Bank may destroy statements for Company's Account and other Account-Related Information that are sent to Company and returned to Bank as undeliverable; and (iii) ifBank holds the statement for Company's Account or other Account-Related Information for Company to pick up and the statement remains imclaimed for sixty (60) days. Bank may send the statement to the address reflected in Bank's records for Company's Account or destroy it. Address Changes for Statements for Company's Account and Other Account-Related Information. Company may instruct Bank to change the address to which Bank mails (or the means by which Bank otherwise makes available) statements for Company's Account and other Account-Related Liformation at any time. Bank may act on any such instmction purportedly made on Company's 12 behalf within a reasonable time after Bank receives such instruction. Unless Company instructs Bank otherwise, Bank may in its sole discretion change the address only for the Account(s) Company specifies or for all or some of Company's other Accounts with BanL Bank may change Company's address ofrecord if Bank receives an address change notice fi-om the U.S. Postal Service or if Bank receives information from a third party in the business of providing correct address information that the address in Bank's records no longer corresponds to Company's address. Notices and Other Mail. Any notice Company sends Bank will not be effective until Bank actually receives it and has a reasonable opportunity to act on it. If there is more than one Authorized Signer on Company's Account, Bank may send statements and other Account-Related Information to any one ofthem (unless Company has otherwise instructed Bank in writing). Company assumes the risk of loss in the mail. Any notice Bank sends Company will be effective when mailed or otherwise made available to Company. Contacting Company Regarding Servicing and/or Collections. In order for Bank to service the Account or to collect any amounts Company owes to Bank, Bank may from time to time make calls and/or send text messages to Company at any telephone number(s) associated with Company's Account, including wireless telephone numbers that could result in charges to Company. The manner in which these calls or text messages are made to Company may include without limitation prerecorded/artificial voice messages and/or an automatic telephone dialing system. In addition, in order for Bank to service the Account or to collect any amounts Company owes to Bank, Bank may send e-mails to Company at any e-mail address Company provides to Bank. Electronic Communications. If Company provides Bank with an electronic address to which Bank may send electronic communications, Company agrees that Bank may send to Company by electronic communication any information that the laws goveming this Agreement require be sent to Company in writing, provided such electronic communication does not violate the laws goveming this Agreement. "Electronic communication" means a message transmitted electronically in a format that allows visual text or images to be displayed on equipment such as a personal computer monitor. 13 Fraud Prevention Protection Against Unauthorized Items. Company acknowledges that there is a growing risk of losses resulting from unauthorized Items. Bank offers Services that provide effective means for controlling the risk from unauthorized Items. These Services include: • Positive Pay, Positive Pay with Payee Validation, or Reverse Positive Pay (each offered by Bank in conjunction with Bank's Account Reconciliation Plan Service); • ACH Fraud Filter; and • Payment Authorization Service. In addition. Bank may recommend Company use certain fraud prevention practices to reduce Company's exposure to online fraud. Each ofthese practices is an industry "best practice". An example of a best practice is dual custody, which requires a payment or user modification initiated by one user to be approved by a second user on a different computer or mobile device before it takes effect. Company will be treated as having assumed the risk of any loss that could have been prevented by its use of any fiaud prevention Service or best practice Bank has recommended to Company, if Company: • Declines to enroll in the fraud prevention Service(s); • Enrolls in the fiaud prevention Service but fails to use it in accordance wifri the Service Documentation applicable to it; or • Fails to adopt and follow a best practice. Lost or Stolen Paper Items; Unauthorized Items. If any of Company's unissued Paper Items has been lost or stolen, or if Company leams that unauthorized Items are being issued on Company's Account, Company agrees to notify Bank at once. To the extent fiiat Company's failure to so notify Bank hampers Bank's ability to prevent loss. Bank will be relieved of any liability for such Items. Upon receipt ofany such notice, Bank may at its sole discretion and without any liability to Company take one or more ofthe following actions: (i) close Company's Account and open a new account for Company; (ii) dishonor any Paper Item Company or an Authorized Signer has indicated may have been lost or stolen (unless Company or an Authorized Signer subsequently has instructed Bank to honor such an Item); or (iii) pay any Paper Item presented for payment on Company's Account, provided Company has 14 instructed Bank to pay such Paper Item and given Bank the number ofthat Paper Item. IfBank opens a new account for Company and Company has authorized a third party to automatically make regular deposits to or withdrawals from Company's Account (such as wire or ACH transfers). Bank shall have no liability to Company if Company does not receive any regularly scheduled deposit or ifa regularly scheduled payment is not made for Company due to Company's failure to notify that third party in a timely fashion ofthe number ofCompany's new Account. Preventing Misuse of Company's Account Company agrees to take reasonable steps to ensure the integrity of Company's internal procedures with respect to Company's Account and Items drawn on Company's Account or deposited to it. To help prevent embezzlement and protect Company's business assets, Bank recommends Company: • Assign responsibilities for Company's Account to multiple individuals. Those who reconcile statements for Company's Account should be different from those who issue Items drawn on Company's Account. • Reconcile statements for Company's Account as received and notify Bank immediately ofany problem. • Contact Bank immediately if Company does not receive the statement for Company's Account when Company would normally expect to. • Watch for Paper Items cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure Company's supply ofPaper Items at all times. Stolen Paper Items are a common method of embezzlement • Periodically reassign accounting duties such as reconciling Company's Account or making a deposit. • Review transaction activity on Company's Account for unexpected fluctuations. For example, compare the percentage ofcash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate embezzlement. • Destroy any Paper Item that Company does not intend to use. • Use tamper-resistant Paper Items at all times. • Notify Bank immediately when an Authorized Signer's authority ends so that his/her name can be removed from all signature cards and Online Banking access, and any Cards friat Bank has issued to him/her can be cancelled 15 • Do not sign blank Paper Items. • Obtain insurance coverage for these risks. Claim of Unauthorized Transactions; Bank's Rights and Liability Investigation by Bank; Company's Agreement to Cooperate. Bank shall investigate any transaction Company has reported to Bank as unauthorized (a "Claim of Unauthorized Transaction"). Company agrees to (i) submit Company's Claim ofUnaudiorized Transaction in writing to Bank by completing or obtaining a declaration under penalty ofpeijury describing Company's Claim of Unauthorized Transaction (in an affidavit form approved by Bank, ifso requested); (ii) file a police report; (iii) complete and retum to Bank any documents requested of Company; and (iv) in all respects cooperate fiilly at Company's expense with Bank in Bank's investigation of Company's Claim ofUnauthorized Transaction. Standard of Care. Bank will meet its standard of care for Company's Account by exercising ordinary care in the transaction at issue. When Bank takes an Item for processing by automated means, "ordinary care" does not require Bank to examine the Item. In all other cases, "ordinary care" requires only tiiat Bank follow standards that do not vary unreasonably fiom the general standards followed by similarly situated banks. Bank's policies and procedures are general internal guidelines for Bank's use and do not establish a higher standard of care for Bank than is otherwise established by the laws governing this Agreement. A mere clerical emor or an honest mistake will not be considered a failure ofBank to perform any of its obligations. IfBank waives any of its rights as to Company or Company's Account on one or more occasions, it will not be considered a waiver ofBank's rights on any other occasion. Limitation of Liability) Indemnification. Whether in connection with Company's Account or a Service, in no event will either party to this Agreement or its respective directors, officers, employees, or agents be liable to the other party for any special, consequential, indirect or punitive damages, whether any claim is based on contract or tort or whether the likelihood of such damages was known to either party. The foregoing limitation of liability will not apply where expressly prohibited by the laws governing this Agreement. Bank will not have any liability to Company ifthere are insufficient available funds in Companys Account to pay Company's Items due to actions taken by (i) Bank in accordance with this Agreement or (ii) any third party. Except to the extent that Bank fails to exercise ordinary care or breaches this Agreement, 16 Company agrees to indemnity and hold Bank and its directors, officers, employees and agents harmless from all claims, demands, losses, liabilities, judgments and expenses (including their attorneys' fees and legal expenses) arising out of or in any way connected with Bank's performance under this Agreement. Company agrees this indemnification will survive the closing of Company's Account and the termination of any Service. Adverse Claims. Ifany person or entity makes a claim against fimds in Company's Account, or ifBank believes that a conflict exists between or among the Authorized Signers on Company's Account or that there is a dispute over matters such as the ownership of Company's Account or the authority to withdraw funds from Company's Account, Bank may, without any liability to Company, take one or more ofthe following actions: (i) continue to rely on Bank's records to determine the ownership of or the identity ofthe Authorized Signer(s) for Company's Account; (ii) honor the claim upon receipt of evidence satisfactory to Bank to justify such claim; (iii) freeze all or a part ofthe funds in Company's Account until the dispute is resolved to Bank's satisfaction; (iv) close Company's Account and send a check for the available balance in Company's Account payable to Company or to Company and each claimant; or (v) pay the funds into an appropriate court. Legal Process. Bank may accept and act on any legal process it believes is valid, whether served in person, by mail or by electronic notification, at any location of Bank. "Legal process" includes a levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture, seizure or other legal process relating to Company's Account. Any such legal process is subject to Bank's security interest and right of setoff Bank will not notify Company of a grand jury subpoena affecting Company or Company's Account. "Freezing" Company's Account As part of Bank's loss prevention program, when Bank suspects that irregular, unauthorized, or unlawful activities may be occurring in connection with Company's Account, Bank may "freeze" (or place a hold on) the balance in Company's Account (and in other Account(s) Company maintains with Bank) pending an investigation of such suspected activities. IfBank freezes Company's Account, Bank will give any notice required by the laws goveming this Agreement. Force Majeure. Neither party to this Agreement shall be deemed to be in default ofany of 17 its obligations under this Agreement ifits performance is delayed, hindered or becomes impossible because of any act of God or of any public enemy, hostilities, war (declared or undeclared), guerilla or terrorist activities, act of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure or any cause beyond the control of either party. Company's Insurance Coverage. Many businesses cany special insurance for employee fiaud/embezzlement If Company does. Bank reserves the right to require Company to file a claim wifli its insurance company before making aiy claim against Bank. In such event, Bank will consider Company's claim only after Bank has reviewed Compaiy's insurance company's decision, and Bank's liability to Company, ifany, will be reduced by the amount Company's insurance company pays Company. Substitute Checks A federal law, known as the 'XDheck Clearing fortiie 21st Century Acf'or "Check21," took effect on October 28,2004. This law provides foran instrument called a "substitute check." A substitute check contains an accurate copy ofthe fix)nt and back ofthe original draft and bears the legend: 'This is a le^ copy of your check. You can use it the same way you would use the original check." As noted in ftie legend, a substitute check is die same as the original draft for all purposes, including proving ftat Company made a p^Tnent Any Paper Item Company issues or deposits that is returned to Company may be returned in flie form ofa substitute check. Even ifCompany has cancelled Items returned with the statements for Company's Account, Bank may in its sole discretion widdiold substitute checks flierefiom. Company agrees Company will not transfer a substitute check to Bank, by deposit or otherwise, if Bank would be the first financial institution to take the substitute check, unless Bank has expressly agreed in writing to take it Deposits to Company's Account General. Unless otherwise agreed in writing Bank may, without inquiry, accept a deposit to Company's Account at any time, firom any person or entity, made in any manner including without limitation a deposit based on an image of an Item. Bank may also refuse to accept all or any part of any deposit. Bank may use time and place ofreceipt, method of delivery, and status ofset up to determine when Company's deposit is received. Bank may require that Company deposit an Item made payable to Company to Company's Account, instead of permitting Company to cash the Item. Bank is not 18 responsible for a deposit until a Bank employee has received and verified it. The receipt received at the time of deposit is not evidence a deposit has been verified. Bank may reverse or otherwise adjust any credit Bank believes it has erroneously made to Company's Account at any time without prior notice to Company. Collection Items. Bank may, in its sole discretion and with notice to Company, handle a Paper Item as a collection Item, instead ofas a deposit. This means Bank sends the Item to the issuer's bank for payment and credits Company's Account for tiie Item when Bank receives payment for the Item. If tiie Item is returned unpaid, Bank will retum the Item to Company. Endorsements. This subsection applies if an endorsement is necessary for the transfer or negotiation of an Item. Company authorizes Bank to supply Company's endorsement on any Item Bank takes for collection, payment or deposit to Company's Account. Company also authorizes Bank to collect any unendorsed Item that is made payable to Company without first supplying Company's endorsement, provided the Item was deposited to Company's Account. Bank may refuse to pay any Item or accept any Item for deposit or collection unless Bank is able to verify to its satisfaction that all ofthe necessary endorsements ^e present on the Item. For example, Bank may require that all endorsers be present at die time that an Item is presented to Bank for payment or accepted for deposit or collection. Material Appearing on the Back of Paper Items; Legends on Paper Items. Company is responsible for losses incurred by any person that cashes or accepts Company's Paper Items for deposit, if: (i) the loss is due to a delay in the retum ofthe Item; and (ii) the delay is caused by material appearing on the back ofthe Item when it was issued or transferred by Company. This material may include, but is not limited to, carbon bands, blacked out areas, and printed or written text or numbers. Company is responsible for all losses, claims, damages or expenses that result from a restrictive legend or notation on Company's Paper Items. Breach of Warranties. If Company breaches any warranty Company makes under the laws goveming this Agreement or mle with respect to any Item, Company shall not be released or otherwise discharged from any liability for such breach so long as Bank notifies Company ofthe breach within 120 days after Bank leams of the breach. IfBank fails to notify Company within this 120-day 19 period. Company shall be released from liability and discharged only to the extent Bank's failure to notify Company widiin such time period caused a loss to Company. When Deposits are Credited to Company's Account. All over-the-coimter deposits or ATM deposits to Company's Account \riiich are received before Bank's established cut-offtime on any Business Day will be credited (and will be considered deposited) to Company's Account as of the close ofbusiness that day, and will be reflected in that day's Ledger Balance for Company's Account. All other deposits will be processed in accordance with the written agreements governing such deposits or, if there is no written agreement, banking practice. All deposits received after Bank's established cut-offtime on a Business Day or at any time on a day which is not a Business Day will be credited (and will be considered deposited) to Company's Account at the end ofthe next Business Day. Deposits placed in one ofBank's "night depositories" before the established deadline on any Business Day will be credited to Company's Account at the close ofbusiness on that same day. All other deposits placed in the "night depository" will be credited to Company's Account at the end ofthe next Business Day. Company's Use of Rinds. Company's use offunds dqDosited to Company's Account willbe govemed by Bank's separately disclosed collection schedule and, ifCompany's Account is a checking account, funds availability poli(ty. Bank's collection schedule describes when deposits of Items that satisfy certain criteria will be considered collected. A fee may be charged in connection with arty use of uncoUected funds permitted by Bank. The then-current rate will appear on the statement for Company's Account. Bank's funds availability policty describes when funds dqDOsited to Company's checking Account will be available to be used for all purposes. Bank may change its collection schedule and funds availability poli(ty from time to time without prior notice to Company. Deposits at Affiliates. Company may make deposits to Company's Account(s) at an Affiliate, provided the Affiliate agrees. If Company makes a deposit to Company's Account at an Affiliate, that Affiliate's collection schedule and funds availability policy will determine when the funds deposited to Company's Account will be considered collected and available. Deposits of Non-U.S. Items. Bank may refuse to accept for deposit or collection an Item that is payable in currency other than U.S. dollars or an Item that is not drawn on a financial 20 institution chartered in the United States (each, a "non-U.S. Item"). IfBank accepts a non-U.S. Item for deposit to Company's Account or collection, Company accepts all risk associated with foreign currency fluctuation (exchange rate risk) and any late retum of the non-U.S. Item. Company agrees Bank may use Bank's current buying and selling rate, as applicable, when processing a non-U.S. Item and may recover from Company's Account any loss Bank incurs as a result ofprocessing such an Item for Company. Bank reserves the right to place longer holds on non-U.S. Items than the timefiames specified in Bank's funds availability policy for Deposited Items. Acts and Omissions of Other Financial Institutions. Bank is not liable for the insolvency neglect, misconduct, mistake, or default of another bank or person, or for the loss or destruction of a Deposited Item or ofa notice ofnonpayment relating thereto. Ifa Deposited Item is lost or misrouted during the collection process: (i) Bank shall have no responsibility to Company for the actions or inactions of any collecting bank; (ii) Bank may charge Company's Account for die amount ofthe Deposited Item (and reverse any interest that may have accrued to Company's Account in connection with the Deposited Item); and (iii) Company agrees to cooperate with Bank in recreating the Deposited Item. Deposited Items Returned. Bank has the right to charge back to or otherwise debit any of Company's Account(s) for any Deposited Item that is returned (and to reverse or recover any associated interest that may have accrued), even if Company has made withdrawals against it. This right of charge back or debit is not affected by the expiration of any applicable midnight deadline, provided Bank does not have actual knowledge that such deadline has expired or, having such knowledge, (i) Bank concludes that the Deposited Item has been retumed in accordance wifri the laws goveming this Agreement or a rule (including a clearing house rule); or (ii) Bank has received a breach ofwarranty claim in connection with the Deposited Item. Bank has the right to pursue collection of such Deposited Item, even to the extent of allowing the payor bank to hold the Deposited Item beyond the midnight deadline in an attempt to recover payment. Bank may redeposit a retumed Deposited Item and re-present it for payment by any means (including electronic means), unless Bank has received instructions from Company not to redeposit such Deposited Item. Bank will have no liability for taking or failing to take any action to recover payment ofa retumed Deposited Item. 21 If one of Company's Deposited Items is retumed with a claim that there is a breach of warranty (for example, that it bears a forged endorsement or is altered in any way), Bank may debit Company's Account for the amount of the Item (plus any associated fees) and pay the amount to the person or entity making the claim. Bank is under no duty to question the truth ofthe facts that are being asserted, to assess die timeliness ofthe claim, or to assert any defense. Bank need not give Company any prior notification of its actions with respect to the claim. Company agrees to immediately repay any Overdraft caused by the return of a Deposited Item. Direct Deposits Retumed by Bank. If in connection with a direct deposit plan funds are deposited to Company's Account and later retumed to the originator, Bank may deduct the amount from that or any other Account Company maintains at Bank, without prior notice and at any time, except as prohibited by the laws goveming this Agreement. Bank may also use any other legal remedy to recover the amount. Reconstructing Lost or Destroyed Deposited Items. Ifa Deposited Item is lost or destroyed during processing or collection (either at Bank or at another point in the payments system). Company agrees to cooperate fully with Bank to reconstruct the Deposited Item by promptly: (i) providing Bank with a copy ofthe front and back ofthe Deposited Item finm Company's or the issuer's records; (ii) asking the issuer to place a stop payment on it (at Bank's expense) and issue a replacement Item to Company (ifthe Deposited Item has not been paid); or (iii) reviewing Company's records and other information and conducting any additional research as may be reasonable to determine the issuer's identity (ifCompany does not know the identity ofthe issuer ofthe Deposited Item). If Company fails to cooperate with Bank, Bank may, at any time and without advance notice to Company, reverse or otherwise adjust any credit made to Company's Account for a lost or destroyed Deposited Item. Withdrawals from Company's Account Determining Company's Account's Balance; Debiting Company's Account In determining the balance in Company's Account that is available to pay Items, Bank may reduce the available balance by the amount of any hold that Bank has placed on Company's Account under this Agreement. Additionally, Bank may place a hold on Company's Account ifBank receives an electronic notice that an Item will be presented for payment or collection against Company's Account (a "Notice of Presentmenf). The hold may remain in effect from the time the Notice ofPresentment is received until 22 the Item is presented or notice is received that the Item will not be presented, whichever first occurs. Bank may conclusively rely on the information it receives in an electronic presentment or notification when determining the available balance in Company's Account, and Bank will not have any liability for refusing to honor any of Company's Items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the Item, including its amount. Bank may debit Company's Account on the day an Item is presented by any means, including without limitation electronically, or at an earlier time based on notification received by Bank that an Item drawn on Company's Account will be presented for payment or collection. A determination ofthe balance in Company's Account for purposes ofmaking a decision to dishonor an Item for insufficiency or unavailability of funds may be made at any time between the presentment of the Item (or earlier upon receipt of any Notice ofPresentment) and the time ofreturn ofthe Item. No more than one such determination need be made. Order of Posting; Categories of Items Bank posts transactions during its ni^tly processing e^h Business D^. Gaierally, Bank first posts deposits or incoming transfers received before die deposit cutoff time that day. Bank then poste withdrawals (such as ATM, debit card or check transactions) that have b^n received for payment from Company's Account Bank pays some categories (or types) of transactions, such as debit card transactions, before other types of transactions, such as checks. The order in which Bank posts Items to Company's Account will depend upon a number of factors. For example, in connection with the process of posting Items, Bank has the right to (i) establish different categories of Items, (ii) establish a posting order for each categoiy of Item(s), and (iii) establish different posting orders for Items within each category. Except to the extent limited by federal regulatory and judicial authorities. Bank has the right to change any of the factors described in (i), (ii) and (iii) above at any time without notice to Company. Establishing categories of Items. Bank groups Items into categories it establishes. For example, Bank may group debit card transactions into one category, and group checks into another category. Bank may include more tiian one type ofItem in a single category. Establishing a posting order for each category of Items. Bank pays some categories (or types) oftransactions, such as debit card transactions, before other types oftransactions, such as checks. Establishing a posting order of Items witiiin a single category. If there are multiple transactions within a categoiy, the order in which the transactions are posted will vary depending on the type of transaction. 23 For example, Bank will pay the most common types oftransactions in the following order: • ATM, debit card, account transfers, teller cashed checks and teller cash withdrawals -transactions will be sorted by the date the transaction was conducted. For a debit card transaction, if a merchant does not seek pre-authorization from the Bank at the time of the transaction, Bank will use the date the transaction is received for payment from Company's account. Ifthere are multiple transactions on a date, those transactions will be sorted by time (where that information is available to Bank's posting systems); the remaining transactions on that date will be sorted and paid from lowest to highest dollar amount. • Checks and automatic payments (also known as ACH). Ifthere are multiple transactions, the transactions will be sorted and paid from highest to lowest dollar amount. Relation between posting order and overdraftsfretumed items On any given Business Day, ifBank receives more than one Item for payment and determines there are sufficient funds to pay one or more but not all ofthe Items, then the number of Items paid and die overdraft and retumed Item fees assessed could be affected by die order that Bank chooses to post those Items. For example, if Bank posts Items in the order of hi^est to lowest dollar amount, the total number of overdraft and retumed Item fees Company is charged could be larger than ifBank were to post the Items in a different order. Paper Items Presented Over-the-Counter for Payment by a Non-Customer. If a Paper Item drawn against Company's Account is presented over-the- counter for payment by a person who does not have a deposit account at Bank, Bank may charge a fee to the person presenting the Paper Item as a condition for payment of die Paper Item. Company should contact its banker ifCompany has questions or if Company is required for any reason to have a place where Company's Paper Items can be cashed without a fee. The amount ofthe fee is disclosed in the fee and information schedule. Bank 24 may require identification acceptable to Bank and not prohibited by the laws governing this Agreement, including a fingerprint of the person presenting the Paper Item. Bank may dishonor the Paper Item if the person refuses to pay this fee or provide the identification Bank requests. Large Cash Withdrawals. If Company wants to cash a check (or make a cash withdrawal fi"om Company's Account) for a very large amount, Bank may require five (5) Business Days' advance notice so that it can order the cash finm its vault. Bank may, but is not obligated to, require that Company provide adequate security when Company picks up the cash and may also require Company to pick up the cash at Bank's central \^ult or other location. Withdrawals at Affiliates. Company may make withdrawals from Company's Account at an Affiliate, provided the Afiiliate agrees. Ifan Affiliate cashes an Item for Company, Bank may place a hold on Company's Account(s) for a corresponding amount offunds. Ifthe Item is later returned to die Affiliate for any reason, Bank may debit one or more ofCompany's Accounts for the amount of the Item. Items Resulting FVom Company's Disclosure of Company's Account Number. If Company voluntarily discloses Company's Account number to another person orally, electronically, in writing or by some other means, and Bank determines friat the context of such disclosure implies Company's authorization to debit Company's Account, Bank may treat such disclosure as Company's authorization to that person to issue Items drawn on Company's Account Missing Signatures; Alterations; Forgeries. Bank will have no responsibility for reviewing the number or combination of signatures on an Item drawn on Company's Account. This means that if Company has indicated that more than one signature is required in connection with an Item drawn on Company's Account, Bank will have no liability to Company ifa transaction is conducted on or through Company's Account contrary to the signature requirements Company has specified, provided at least one ofthe required signatures appears on the Item. Bank will have no liability to Company for failing to detect a forgery ofthe signature of an Authorized Signer or an alteration of one of Company's Items, ifthe forgeiy or alteration is such that a reasonable person could not reasonably be expected to detect it. 25 Dates and Special Instructions on Paper Items. Bank may, without inquiry or liability, pay one of Company's Paper Items even though: (i) special instructions written on the Paper Item indicate that Bank should refiise payment (e.g, "Void after thirty (30) days," "Paid-In-Full," or '^oid over $ 1 GO"); (ii) ftie Paper Item is staledated (e.g, it bears a date that is more than six (6) months in the past), even ifBank has Imowledge of the date on tiie Paper Item; (iii) the Paper Item is post-dated (e.g, it bears a date in the future), unless an Authorized Signer has given Bank a notice of post-dating; or (iv) the Paper Item is not dated, hi addition, Bank may pay in U.S. dollars the amount that has been MICR-encoded on Company's Paper Item, even though Company has purportedly drawn the Paper Item in a foreign currency. Facsimile or Mechanical Signatures. If Company has elected to use a facsimile, oftier mechanical signature (including a stamp) to sign or endorse Paper Items or a Company logo or other mark in lieu of a signature Bank may rely on that signature (or any signature that purports to be the facsimile, other mechanical signature of an Authorized Signer) or the Company logo or oftier mark as Company's authorized signature without regard to when or by whom or by what means or in what ink color such signature. Company logo or other mark may have been made or affixed to a Paper Item deposited to, drawn on or otherwise debited to Company's Account. Consumer ACH Debit Entries. IMder the ACH Operating Rules, certain types ofACH entries may only be presented on a consumer account. These entries (each, a "Consumer ACH Debit Entry") include without limitation Point of Purchase ("POP"), account receivable ("ARC"), destroyed check ("XCK") and retumed check ("RCK") entries. Bank shall have no obligation to pay, and no liability for paying any Consumer ACH Debit Entry on Company's Account Stop Payment Orders; Notices of Post-Dating General. "Stop payment order" refers to both an order to Bank not to pay a Paper Item and to a notice of post-dating To be effective, a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it before paying accepting certifying cashing or otherwise becoming obligated to pay Company's Paper Item as provided in the Uniform Commercial Code. Each stop payment order is subject to Bank's verification that the Paper Item described in the order has not been 26 paid. This verification may occur subsequent to the time Bank accepts the stop payment order. Content of Stop Payment Order. Bank requires the exact (i) name of the payee, (ii) number of Company's Account on which Paper Item is drawn, (iii) Paper Item amount and (iv) the Paper Item number or a range ofPaper Item numbers. Bank may, at its sole discretion, use only a portion of the required information in order to identify a Paper Item. Failure to provide correct and complete information may make it impossible for Bank to stop payment ofa Paper Item. Company agrees to indemnify and hold Bank hamless from and against any loss incurred by Bank as a result ofBank's paying a Paper Item ifany ofdie information relied upon in the stop payment order is incorrect or incomplete (or as a result of Bank's not paying a Paper Item for which a valid stop payment order is in effect). Effective Period of Stop Payment Order; Renewal; Revocation. Bank need not honor a written stop payment order for more than six (6) months. For accounts diat do not ^ve Bank's STOP AUTO-RENEWAL Service, Company must renew a stop payment order ifCompany does not want the stop payment order to expire after six (6) months. Each renewal is treated as a new stop payment order. For accounts with Bank's STOP AUTO-RENEWAL Service, a stop payment order is subject to annual renewals for up to six (6) twelve-month periods, unless Company has otherwise notified Bank in writing Bank may pay a Paper Item after a stop payment order has expired, even though the Paper Item is more than six (6) months old. An instruction to revoke a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it. Liability to Holder in Due Course. Notwithstanding Bank's timely return of any Paper Item due to a valid stop payment order, Company may still be liable under the laws governing this Agreement for the amount ofthat Item. Paper Items Paid Over Valid Stop Payment Orders. If Bank pays a Paper Item over a valid stop payment order, Bank may require Company to provide Bank with an affidavit describing in detail Company's dispute with the payee. IfBank credits Company's Account after paying a post-dated Paper Item over a valid and timely notice of post-dating Bank may charge Company's Account for the amount ofthe Paper Item as of the date of the Paper Item. 27 Overdrafts; Security Interest; Bank's Right to Setoff Overdrafts and Insufficient Funds. Bank may, at its option, pay or refuse to pay any Item ifit would create an Overdraft on Company's Account, without regard to whether Bank may have previously established a pattern ofhonoring or dishonoring such an Item. Bank may take either ofthe following actions ifBank receives an Item drawn on Company's Account and there are insufficient available funds in Company's Account to cover the Item, without prior notice to Company: • Pay the Item and create an Overdraft on Company's Account. • Retum the Item if the Item would create an Overdraft on Company's Account Company agrees to pay Bank's fee that may vary depending on the action Bank takes. Any Overdraft on Company's Account is immediately due and payable, unless Bank agrees otherwise in writing Company agrees to reimburse Bank for the attomeys' fees and other costs and expenses Bank incurs in recovering the Overdraft (including Overdraft and associated fees). On a Business Day when Bank determines that there are sufficient funds in Company's Account to pay one or more but not all ofthe Items presented for payment on Company's Account, the order in which Bank posts such Items may affect the number ofItems paid and the Overdraft and retumed Item fees assessed- When Bank posts Items in die order of highest to lowest dollar amount, the Overdraft and retumed Item fees may be more dian these fees would be ifBank were to post the Items in the order of lowest to highest dollar amount. Securi^ Interest; Bank's Right to Setoff. To secure Company's performance ofthis Agreement, Company grants Bank a lien on and security interest in Company's Account and Company's accounts with any Affiliate. In addition, Company acknowledges Bank may setoff against any Account(s) (including matured and unmatured time Account(s)) for any obligation Company owes Bank at any time and for any reason as allowed by the laws governing this Agreement. These obligations include both secured and unsecured debts and debts Company owes individually or together with another person. Bank may consider this Agreement as Company's consent to Bank's asserting its security interest or exercising its right of setoff should the laws goveming this Agreement require Company's consent. If Company's Account is an unmatured time account, Bank may deduct any early withdrawal fee ftiat may be due as a result ofBank having exercised its ri^t of setoff IfCompany has a Sweep 28 Account, Company also authorizes Bank to redeem Company's shares in the Designated Money Market Fund and apply the proceeds to any obligation Company owes Bank. The rights described in this subsection are in addition to and apart from any other rights, including any rights granted under any security interest that Company may have granted to Bank. Bank Fees and Expenses General. Company agrees to pay Bank in accordance with the fee and information schedule. Company also agrees to pay an amount equal to any applicable taxes, however designated, exclusive of taxes based on the net income of Bank. Payment of Bank Fees and Expenses; Finance Charges. Bank may either directly debit Company's Account or invoice Company for Bank fees and expenses and taxes incurred in connection with Company's Account and any Service. If an Eamings Allowance accrues on Company's Account, Bank will periodically apply Company's accrued Eamings Allowance to Bank fees and expenses (unless Bank otherwise indicates in writing). Bank may debit Company's Account (or any other Account Company maintains at Bank) or invoice Company for any amount by which the fees and expenses exceed the accmed Eamings Allowance on Company's Account. Bank may also debit Company's Account (and any other account Company maintains at Bank) for attomeys' fees and any other fees and expenses Bank incurs in exercising its rights under this Agreement including Bank's rights in connection with Overdrafts, Adverse Claims, Legal Process and 'Freezing" Company's Account. Ifthere are insufficient funds in Company's Account to cover the debit, Bank may overdraw Company's Account. Company agrees to promptly pay any invoiced amount. Bank may assess finance charges on any invoiced amounts that are not paid within forty-five (45) days ofthe 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 goveming this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed fmance charges will not be included when calculating finance charges. Payments and oftier reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accmed and unpaid interest and previously assessed finance charges, then to other fees and expenses. Debiting of service fees occurs on the day of each calendar month Bank separately discloses to Company, or ifthe disclosed day is not a Business Day, on the next succeeding Business Day. 29 Earnings Allowance. Each month, the average monthly Investable Balance in a commercial demand deposit account may earn an "Earnings Allowance" which, depending on die arrangement with Bank, may be applied a^inst that month's fees for the account. An Earnings Allowance in excess of the total monthly fees cannot be credited to the account as interest and may not be carried forward to the following month. Earnings Allowances are calculated on a 365/366-day year basis using an "Earnings Allowance Rate," which is a variable rate established by Bank (and which may be as low as zero percent). Bank reserves the ri^t to change this rate at any time widiout notice to Company. Ifthe account is an interest-bearing account, the account is not eligible to earn an Earnings Allowance. Recoupment Fee. The FDIC charges each insured bank a fee to cover its share ofthe 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 fiem 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. Bank assesses this Recoupment Fee to partially recover insurance premiums it pays to the FDIC for deposit insurance. The amount of the Recoupment Fee appears on the periodic statement or client analysis statement for Company's account and is based on the monthly average ledger balance Company maintains in its account. The Recoupment Fee is subject to change by Bank at any time without notice. For questions about the Recoupment Fee, Company may contact its relationship manager at Bank. Bank's Use of Funds. Bank may benefit from having the use of funds in customers' non-interest bearing accounts. Bank may use these funds to reduce its borrowing from other sources such as the Fed Funds market or invest them in short-term investments such as its Federal Reserve Account This benefit may be referred to as "spread". It is not possible to quantify the benefit to Bank that may be attributable to a particular customer's fimds because funds from all customers' non-interest bearing accounts are aggregated both for purposes ofreducing Bank's borrowing costs and for investment and because Bank's use offimds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks and Bank's anticipated funding needs. Bank's use of fimds as described in this paragraph has no effect or impact on Company's use of and access to funds in Company's account. 30 Checking Subaccounts For each checking account, Bank may establish on Company's behalf a master account and two subaccounts. All information that is made available to Company about Company's Account will be at the master account level. The subaccounts are comprised ofa savings account and a transaction account. On the first day of each month. Bank will allocate funds between the two subaccounts as it deems appropriate. Items received by Bank that are drawn against Company's master account will be presented for payment against the transaction subaccount. Funds will be transferred fix)m the savings subaccount to cover Items presented against the transaction subaccount as may be needed. On the sbrth (6th) transfer from the savings subaccount during a statement period all ofthe funds on deposit in the savings subaccount will be transferred to the transaction subaccount. If Company's Account earns interest, die use of subaccounts will not affect the interest Company earns. Miscellaneous Acceptable Form of Paper Items; Document and Image Quality. Company agrees to comply with Bank's specifications for Paper Items, including without limitation paper stock, dimensions, and other generally applicable industry standards for Paper Items and to include on Company's Paper Items Bank's name and address as directed by Bank. Certain features (such as security features) of an originally issued Item or a Deposited Item may impair the image quality of a substitute check, purported substitute check or electronic Item created by Bank or any third party. Bank will not be liable for any claims, demands, judgments or expenses paid, suffered or incurred by Company, and Company will indemnify Bank from and hold Bank harmless against any claims, demands, judgments or expenses paid, suffered or incurred by Bank, arising directly or indirectly as a result of or in connection with (i) the untimely retum of any Paper Item Company has issued as a result of and any presentment-related problem resulting from, the failure ofthe Paper Item to conform in any respect to Bank's Paper Item specifications, including without limitation, failure to include Bank's full name and address on the Paper Item, and (ii) any claim based on the image quality of a substitute check, purported substitute check or electronic Item, whether created by Bank or any third party. Closing Company's Account. Company may close Company's Account at any time. Bank may, in its sole discretion, close Company's Account at any time. IfBank closes Company's Account, Bank may send the Collected Balance on deposit in Company's 31 Account by ordinary mail to Company's most recent address shown on Bank's account records. Whether Company or Bank closes Company's Account, Company agrees to maintain on deposit in Company's Account sufficient funds (determined in Bank's sole discretion) to cover outstanding Items to be paid from Company's Account, charge-backs including without limitation retumed Deposited Items and Bank's fees and expenses. This Agreement shall continue togovem Company's Account until Bank makes a final disbursement from it. In addition, Bank will not be liable for any loss or damage that may result from dishonoring any of Company's Items that are presented or otherwise received after Company's Account is closed. If Company's Account is an interest bearing account, the Account will cease earning interest from the date Company requests it be closed. Ifthe Account balance does not reach zero within three (3) months from the date of Company's request. Bank may close the Account and send Company the balance as described above or return the Account to active status. Contract Language. English is the controlling language of die relationship between Company and Bank. Bank may translate its agreements, forms, disclosures and advertisements into another language for Company's convenience. However, ifthere is a discrepant^ between Bank's English language materials and the materials in another language, the English language version is controlling unless (i) Bank otherwise agrees with Company in writing; or (ii) the laws governing this Agreement specifically provide for a different result. Credit Reports. Company audiorizes Bank to make any inquiries that Bank considers appropriate to determine if Bank should open and maintain an Account for Company. This may include ordering a credit (or other) rqwrt (e.g, information from any motor vehicle department or other state a^cy) on Company. 32 Dormant and Unclaimed Accounts. Company's Account is donnant for one year for a checking account or three years for a Commercial savings or time account, there is no customer initiated activity (except where the laws governing this Agreement require otherwise). If Company's Account is dormant. Bank may hold all statements on Company's Account, but Bank's normal maintenance and other fees will continue to be assessed except where prohibited and ATM and Point-of-Sale ("POS") access may be blocked. If Company's Account remains dormant and is unclaimed by Company for the period required under the laws governing this Agreement, Bank is required by Aose laws to "escheat" the funds; that is, to deliver the funds in Company's Account to the state whose laws govem Company's Account. Bank may charge a fee to Company's Account for mailing an escheat notice. When the funds in Company's Account are delivered to the state, Company's Account is closed, and no interest accrues. To recover funds delivered to the state, Company must file a claim with the state. Entire Agreement; Headings; No Third Party Beneficiary. This Agreement constitutes the entire agreement between Company and Bank regarding the subjects addressed in it and supersedes prior oral or written representations, conditions, warranties, understandings, proposals or agreements regarding Company's Account. Headings do not constitute a part ofthis Agreement. No person or entity will be deemed to be a third party beneficiaiy under this Agreement. Laws Governing this Agreement. The laws governing this Agreement include the laws and regulations of the United States and, to the extent applicable, the laws ofdie state in which the Bank office that maintains Company's Account is located (unless Bank has notified Company in writing that the laws of another state shall govem Company's Account), without regard to conflicts of laws principles. If Company's Account was not opened in person at a Bank office (for example, if Company opened its Account by phone, through the mail or over die Internet), this Agreement will be govemed by the laws ofthe state in which 33 Bank's main office is located, unless Bank notifies Company that its Account has been assigned to a particular Bank office, in which event the laws offfie state in which that office is located will govern this Agreement. Any lawsuits, claims or other proceedings relating in any way to Company's Account, any Service or this Agreement, including without limitation, the enforcement ofthe Arbitration Agreement in this Agreement and the entry of judgment on any arbitration award shall be venued exclusively in the courts ofthe state whose laws govern this Agreement, without re^rd to conflict of laws principles. Each provision ofthis Agreement stands alone. Any provision ofthis Agreement which is inconsistent with the laws governing this Agreement, either in its entirety or with respect to a particular type of transaction or Item, will be deemed modified and applied in a manner consistent with the laws governing this Agreement. Any provision ofthis Agreement which a court of competentjurisdiction determines to be imenforceable or invalid, either in its entirety or with reqject to a particular type oftransaction or Item, will not affect the enforceability or validity ofthe remaining provisions of this Agreement Notwithstanding the preceding paragraph, any funds transfer that is a "remittance transfer" as defined in Regulation E, Subpart B, as amended fi^om time to time, will be govemed by the laws ofthe state ofNew York, including New York's version of Article 4Aofthe Uniform Commercial Code, without regard to its conflict of laws principles. Minimum Balance Requirements; Other Restrictions. Bank may impose minimum balance requirements or other applicable limitations, or restrictions on Company's Account, provided such requirements, limitations or restrictions are disclosed to Company. Modification of Agreement; Account Conversion. Bank may in its sole discretion fiom time to time change this Agreement by adding new provisions or by modifying or deleting existing provisions. Each such addition, modification or deletion is referred to in this Agreement as a "modification." When applicable law requires Bank to notify Company of a modification. Bank may do so by posting notice of the modification in Bank or at Bank's home page (www.wellsfargo.com), by including a message on or with the statement for Company's Account, or by any other means fliat Bank considers appropriate, unless the laws goveming this Agreement requires notice by a specific means. In addition, Bank may agree in writing to waive a provision ofthis Agreement including without limitation a fee (a "waiver"). Bank may, upon prior written notice to Company, revoke any waiver. Company's continued use of Company's Account or a related Service following die effective date ofany modification or revocation ofany w^ver 34 will show Company's consent to that modification or revocation ofwaiver. Bank may convert Company's Account to another type ofaccount at any time, provided Bank gives Company any advance notice that may be required. Monitoring and Recording Communications. Bank may widiout liability monitor, record and retain telephone conversations, electronic messages, electronic records and other data transmissions between Company and Bank at any time wifiiout further notice to Company, unless further notice is otherwise required by the laws goveming this Agreement. No Fiduciary Relationship. Bank's relationship with Company concerning Company's Account is that of debtor and creditor, no fiduciary, quasi-fiduciary or special relationship exists between Company and Bank. Reliance on Bank Records. Bank may rely solely on its records to determine the form of ownership of and the Authorized Signers on Company's Account. Reordering Checks. Company can reorder checks by mailing the reorder form enclosed in Company's current order of checks or by calling Bank at tiie telephone number shown on the statement for Company's Account. If Company or a diird party prints its checks, Bank shall have no liability to Company ifBank is unable to process such checks by automated means. Restricted transactions. Company acknowledges and agrees that "restricted transactions," as defined in the Unlawful Intemet Gambling Enforcement Act of2006 and Regulation GO issued thereunder, are prohibited fi"om being processed through Company's Account or any relationship between Company and Bank, In die event Bank identifies a suspected restricted transaction, Bank may block or otherwise prevent, or prohibit such transaction and, further, Bank may close the Account or end die relationship. Transferring an Interest in Company's Account Company's Account may not be pledged, assigned or in any other manner transferred, whether in whole or in part, without Bank's written agreement. 35 n. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts Interest-Bearing Accounts Variable/Fixed-Rate Accounts. Company's interest-bearing Account maybe either a variable-rate or fixed- rate account. Unless Bank has specified otherwise in writing, Company's Account will be a variable-rate account. That means Bank may in its sole discretion change the interest rate on Company's Account at any time. If Company's Account is a fixed-rate account and it is not a time account, Company will be paid die specified interest rate for at least thirty (30) days. Method Used to Calculate Earned Interest. Bank may use either the average daily balance or daily balance method to calculate interest. 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 for each day and dividing by the number of days in the period. The daily balance method applies a daily periodic rate to principal each day. Unless Bank has specified otherwise in writing it will use the daily balance method to calculate interest. If Company's Account is a tiened-rate account. Bank may pay the same interest rate on more than one tier. Interest Accrual. If Company deposits a non-cash Item, such as a check, interest begins to accme no later than the Business Day Bank receives credit for the deposit of fiiat Item. This may not be the same day that Company deposits the non- cash Item to Company's Account. Compounding and Crediting. Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts. Bank will notify Company separately as to the frequency wifli which interest will be credited to Company's Account. Taiget Balance Accounts. If Company maintains multiple accounts at Bank, Company may, with Bank's consent, designate in writing one such account as its "Principal Accounf' and one or more additional accounts as 'Taiget Balance Accounts." For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company \vishes 36 to maintain in such account (the "Target Balance"). At the end ofeach Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. Ifthe applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an Overdraft or exceed the Collected Balance then on deposit in the Principal Account. Interest Adjustments. An interest adjustment may be reflected on the statement for Company's Account for the month after it occurs rather than the month in which it occurs. Tax Identification Number Certification. Treasury regulations require Bank to obtain a Tax Identification Number ("UN") certification for each account. To avoid backup withholding tax on accounts that earn interest or dividends, Company must submit Internal Revenue Service ("IRS") Form W-9 or the appropriate Form W-8 and supporting information and/or documentation to Bank. U.S. citizens or other U.S. persons, including resident alien individuals, must provide a Form W-9. If Company is a non-resident alien as defined by the IRS, Company must provide the appropriate Form W-8. Additional documentation may be required ifCompany is a foreign partnership, foreign government, or is claiming an exemption based on Effectively Connected Income. Until Bank has received the completed and signed Form(s) W-9 or W-8, or any other required forms, Bank will pay interest and comply with the backup withholding requirements ofthe IRS. If at any time, Bank receives information that someone other than Company is using the same TIN that Company certified as its TIN on Form W-9, and Bank is not able to determine to its own satisfaction that the TIN has been assigned to Company, Bank may at its option and without notice (i) stop paying interest on Company's Account, (ii) continue paying interest but comply with the backup withholding requirements of the IRS and/ox, (iii) take any other action which Bank believes is reasonable in the circumstances. If Company is an individual who owns its Account as a sole proprietor, upon that individual's death, Bank must be provided with the individual's estate's or successor's TIN or Bank may either refuse to pay interest earned on Company's Account since the date ofthe individual's death or withhold a portion of the interest that has been eamed on Company's Account since the date ofthe individual's death. 37 Commercial Savings Accounts Bank's Right to Require Notice. Bank has the right to require seven (7) days' written notice before Company withdraws money from Company's Negotiable Order of Withdrawal (NOW) or savings Account. Regulation D savings account transaction and other limited activity Regulation D and Bank limit certain types of withdrawals and transfers from a Federal savings or money market account to a combined total of six (6) per monthly statement period (exceptions to the statement period may apply): Limited by Regulation D:- • Transfers by phone using Bank's automated banking service or speaking with a banker on the phone • Transfers or payments through online, mobile, and text banking (including bill pay) • Transfers to a checking account for overdraft protection coverage • Preauthorized transfers and withdrawals (including recurring and one time) • Payments to third parties such as checks, drafts, or similar transactions (counted when they are posted to the account and not when they are written) • Debit or ATM card purchases that post to the savings or money market account Limited by Bank: • Transfers and payments to Wells Fargo credit cards, lines of credit, and loans Wires whether made in person, on the telephone, or online Not limited: Except wire transfers as described above, there is no limit on withdrawals or transfers made in person at an ATM or a Wells Fargo banking location or on any types of deposits. An excess activity fee is assessed for transactions exceeding the limits stated above. If the limit is exceeded on more than an occasional basis, Bank may be required to close or convert the savings or money market account to a checking account, which would discontinue any overdraft protection it might be providing to another account, or close the account. If the withdrawal and 38 transfer limit is reached, Bank may decline transfers and withdrawals for the remainder of the monthly statement period (exceptions to the statement period may apply) to help Company avoid a fee and account conversion or closure. The Excess Activity Fee for Savings and Money Market Accounts is $10 per excess transaction. Commercial Time Accounts General. Commercial Time ("time") Accounts include deposits which are payable, either on a specified date or at the expiration of a specified time, no less than seven (7) calendar days after the date of deposit. Bank may refer to a time account as a "certificate of deposit" or a "CD," even though the time account is not represented by a certificate. Certificated Time Accounts. If Company receives a certificate evidencing Company's time Account, Bank may require Company to present the certificate and any amendments to receive payment or transfer ownership. Maturity Date. Company's time Account will mature at the end ofthe term stated on Company's receipt, disclosure or certificate, as ^plicable. Time Requirements. Company agrees to keep Company's funds on deposit until the maturity date. Company may make withdrawals fi-om Company's time Account on the maturity date or within fiie grace period after that date. Bank will not agree in advance to allow withdrawal before maturity. Payment of Interest. If Company has elected a payment of interest other than a credit to Company's time Account, Bank may in its sole discretion terminate it in favor of crediting Company's time Account. Ordinarily, such discretion will be exercised when an interest payment mailed to Company's Account address has been retumed undelivered or when an Account to which Company's interest payments were automatically credited has been closed, or ifthe interest payment amount is less than any minimum amount disclosed in the fee and information schedule. 39 Additional Deposits. Other than during the grace period, Company may not make additional deposits to Company's time Account, unless Bank otherwise agrees in writing Withdrawal of Interest Prior to Maturity. A withdrawal of interest prior to maturity will reduce earnings. Renewal Policies. If Company's time Account is automatically renewable, at maturity it will renew (i) for a like term; and (ii) at Bank's interest rate in effect on die maturity date for a new time deposit ofthe same term and amount, unless Bank has notified Company that it will not renew Company's Account. Company may withdraw Company's funds anytime during the grace period without a fee. If Company does. Bank will not pay interest for that period on the funds withdrawn. If Company's time Account is not automatically renewable and Company does not withdraw the funds on the maturity date, the flmds will no longer eam interest after die maturity date and will be placed in a non-interest-bearing checking Account. Early withdrawal fee. If Company withdraws funds from its time Account before the maturity date, an early withdrawal fee will be assessed: For terms less than three months (or less than 90 days), the fee is one month's interest • For terms three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest • For terms over 12 months through 24 months, the fee is six months' interest • For terms over 24 months, the fee is 12 months' interest • Minimum fee is $100 The early withdrawal fee is based on the principal amount withdrawn, at the interest rate on Company's time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal fee, 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 fee is deducted from earned interest. If the fee is greater than the earned interest, the difference is deducted from the principal. In no event will the early 40 withdrawal fee for a withdrawal during the first six days after the date of deposit be less than seven days' simple interestA in. Funds Transfers General. Funds transfers to or from Company's Account will be governed by the rules of any funds transfer system through which the transfers are made, as amended from time to time, including without limitation, the National Automated Clearing House Association and any regional association (each, an "ACH") and Clearing House Interbank Payments System ("CHIPS"). The following terms are in addition to, and not in place of any other agreements between Company and Bank regarding funds transfers. Notice of Receipt of Funds. Unless Bank has otherwise agreed in writing it will notify Company of funds electronically debited or credited to Company's Account through the statement for Company's Account covering the period in which the transaction occurred. Bank is under no obUgation to provide Company with any additional notice or receipt. Reliance on Identification Numbers. If a transfer instruction describes the person to receive payment inconsistently by name and account number, payment may be made on the basis ofthe account number even ifthe account number identifies a person different from the named person. Ifa transfer instruction describes a participating financial institution inconsistently by name and identification number the identification number may be relied upon as the proper identification ofthe fmancial institution. Dufy to Report Unauthorized and Erroneous Fund Transfers. Company agrees to exercise ordinary care to determine whether a fund transfer to or from Company's Account was either erroneous or not authorized and will notify Bank ofthe facts within a reasonable time not exceeding fourteen (14) days after Bank sends or makes available to Company the statement for Company's Account on which the transfer appears or Company otherwise has notice ofthe transfer, whichever is earlier. Company will be precluded from asserting that Bank is not entitled to retain payment unless Company objects to payment within the fourteen (14) day period. 41 Erroneous Payment Orders. Bank has no obligation to detect errors in p^roent orders (for example, an erroneous instruction to pay a beneficiary not intended by Company or to pay an amount greater tiian the amount intended by Company, or an erroneous transmission ofa duplicate p^mient order previously sent by Company). Should Bank detect an error on one or more occasions, it shall not be construed as obligating Bank to detect errors in any fixture payment order. Automated Clearing House (ACH) Transactions. The following terms apply to payments to or fi"om Company's Account that are transmitted throu^ an ACH: • Company's rights as to payments to or fi^om Company's Account will be govemed by Ae laws that govern Company's Account. • Credit given by a receiving bank to its customer for a payment fi-om Company's Account is provisional until final settlement has been made or until payment is considered received under the laws that govern Company's Account • If final settlement or payment is not made or received, the receiving bank will be entitled to a refimd fi^om its customer and Company, as tiie originator ofthe payment will not be considered to have paid Company's customer. • If a payment is made to Company's Account and Bank does not receive fmal settlement or payment is not received under the laws goveming this Agreement, Company will not be considered to have received payment, and Bank will be entitled to reimbursement fi:x)m Company for that payment. • Company hereby authorizes any Originating Depositary Financial Institution (ODFI) to initiate, pursuant to ACH Operating Rules, ACH debit entries to Company's Account for electroiuc presentment or re- presentment of Items written orautixorized by Company. IV. Selected Services Stagecoach Deposit®—ATM Deposit Only Card Service. Company may elect to utilize Bank's Stagecoach Deposit® - ATM Deposit Only Card Service by completing and returning to Bank the setup form for the Service. This Service allows Company to make deposits to Company's Account using a Stagecoach Deposit®-ATM Deposit Only card ("Deposit 42 Card") and a designated Wells Fargo® ATM ("ATM"). Company will make such deposits according to the instructions Bank provides and will gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN"), the risk ofmisuse ofboth ofwhich Company assumes. Bank will provisionally credit each deposit to Company's Account based on the amount Company keys into the ATM. Company's ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and Bank's funds availability policy applicable to Company's Account. Ifthe dollar amount of Company's deposit as determined by Bank differs from Company's total (as shown on Company's ATM receipt), Bank will send Company a statement showing the amount ofthis difference. Company agrees Bank's count ofthe dollar amount of Company's deposit will be conclusive and binding on Company. Company will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If Company claims any portion of a deposit was lost or stolen while in Bank's custody, Company acknowledges Company has the burden ofproving its claim. If Company orders supplies forfrie ATM Deposit Service through the ATM, Company authorizes Bank to initiate debits to Company's Account and credits to the accounts ofthird party vendors to cover the cost of such supplies provided to Company. Such transfers may be processed through an automated clearing house or any other means chosen by Bank and will be subject to the rules of the funds transfer system used by Bank, Company's autiiorization will remain in full force and effect until Bank has received written notification from Company of its termination in such time and manner as to afford Bank and any third-party vendor a reasonable opportunity to act on it. Stagecoach Deposit® - Post Verify Service. If Company elects to utilize Bank's Stagecoach Deposit®-Post Verify Service, Company will prepare, package and deliver Stagecoach deposits to Bank in accordance with Bank's instructions. Bank will provisionally credit Company's Account for the currency shown on the deposit ticket enclosed in Company's Stagecoach deposit bag as follows: (i) same day credit for deposits delivered to an office ofBank before that office's cut-offtime on any Business Day or for deposits placed in night depository ofBank before 6:00 a.m. on any Business Day; or (ii) next Business Day credit for deposits delivered to an office ofBank on any Business Day on or after Bank's office's cut-offtime or on any non-Business Day. All Stagecoach deposits are subject to Bank's acceptance and verification. Bank will verify the currency in Company's Stagecoach deposit bag either at a later time in Bank's office or 43 when Company's Stagecoach deposit bag is delivered to Bank's cash vault. Checks will be verified when they are delivered to Bank's check processing center. Bank reserves the right to adjust (debit or credit) Company's Account ifBank determines that the amount shown on Company's deposit ticket is incorrect. Because the frequency of armored courier transportation from Bank's offices to Bank's vaults varies from office to office, the time it takes to verify Company's Stagecoach deposit may vary, depending on the ofiBceto which Company's Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within diree (3) Business Days. Adjustments will be effective when they are processed. WELLS FARGO © 2014 Wells Fargo Bank, NA. Wells Fargo Bank Northwest NA (RevlO/14) All rights reserved. Members FDIC 44 Addendum to Wells Fargo Commercial Account Agreement EffBctive January i, 2016 WELLS FARGO Effective January 1, 2016, Wells Fargo Is updating the descriptions of its procedures for verifying transactions in the existing agreements governing Company's deposit account. In the event of a conflict between this update and the existing agreements, this update will control. The provisions in the existing agreements pertaining to verification of transactions are deleted and replaced with the following: Verification of Transactions. All transactions are subject to Bank's verification. This includes cash, items, or other funds offered for deposit for which Bank has provided a receipt. Bank does not verify all transactions. Bank reserves the right to reverse or otherwise adjust, at any time without prior notice to Company, any debit or credit Bank believes Bank has erroneously made to Company's Account. It is Company's responsibility, and Bank has no obligation, to make sure the declared amount of funds offered for deposit is accurate. If Bank determines a discrepancy exists between the declared and the actual amount of the funds, Bank is permitted to adjust (debit or credit) Company's Account. Bank is also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than Bank's standard adjustment amount. Bank is permitted to vary its standard adjustment amount from time to time without notice to Company and to use different amounts depending on account type. If Company notifies Bank of an error in the amount of a deposit shown on Company's Account statement within 30 days of the date Bank mails or otherwise makes the account statement available to Company, Bank will review the deposit and make any adjustment Bank determines is appropriate, subject to any applicable fees. If Company fails to notify Bank during this timeframe, the deposit amount on Company's statement will be considered correct. This means that if the actual amount is less than the amount on the statement, the difference will become Company's property. If the actual amount Is more than the amount shown on the statement, the difference will become Bank's property. If Company's account is a Commercial Deposit Account or an analyzed business deposit account, Company may arrange for Bank to adjust all discrepancies identified during any verification without regard to Bank's standard adjustment amount by contacting its relationship manager. © 2015 Wells Fargo Bank, NA Ail rights reserved. Member FDIC Com 9425 Addendum to Commercial Account Agreement Page 1 of 1 Revised 12-15-2015 Treasury Management Product Enrollment Customer Information Customer Name CEO Company ID Street Address City State Zip Country Name Country Code (if applicable) Primary Contact Phone Email Address Fax Acceptance of Services Each person signing in the signature block at the end of this form certifies that: the customer identified in the signature block ("Customer" or "Company") has received and agrees to be boimd by the Service Documentation for the Treasury Management Services (each, a "Service") in which Customer is enrolling as of the date of this form. "Service Documentation" is defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasuiy Management Services. Customer has granted the person(s) signing the signature block the authority on Customer's behalf to (i) enter into this and other agreements with Bank for Services on or after the Effective Date of this form and (ii) amend, terminate or otherwise act on behalf of Customer with respect to this form and the Services. Customer's use of any Service, including each Service Customer enrolls in after the Effective Date of this form, confirms Customer's receipt of and agreement to be bound by the Service Documentation relating to that Service. "Customer" may also be referred to as "Company" in the Service Documentation. Customer Entity Name(s)TIN, SSN, Int'l or Gov ID(s) ACH Origination Services — Security Procedure Elections Description of Security Procedure TM Product Enrollment Form Rev. 09/28/2018 WELLS FARGO Master Agreement for Treasury Management Services The Service Documentation described below contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide treasury management services ("Services"). The Bank customer to which the Services will be provided ("Customer") is identified in the Treasury Management Product Enrollment form or other product enrollment form(s) with acceptance of services language acceptable to Bank (e.g., Mandate Letter) (collectively, the "Acceptance"). Bank and Customer agree: 1. Service Documentation. The Service Documentation contains the terms governing each Service and includes: 1.1. The Service Description; 1.2. The Acceptance; 1.3. This Master Agreement for Treasury Management Services ("Agreement"); 1.4. The account agreement governing the account(s) (each, an "Account") Customer uses in connection with the Service; and 1.5. 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 complement one another, and the Service Documentation as a whole. This Agreement and Service Descriptions 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 a Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to a Service or other change requires a change to a Service Description, Bank will post an updated Service Description on the CEO portal. When required by Applicable Law (as defined below). 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. 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 the activities of Bank and/or any transaction effected under this Agreement, including, but not limited to, all applicable funds transfer system and Master Agreement TM-1450 Page 1 of 8 Revised 05-01-2015 clearing and settlement house rules governing the transactions effected under this Agreement. 2. Services. Bank and Customer will agree upon the Service(s) to be provided. Each Service in the applicable jurisdiction is subject tO' the approval by the applicable branch or subsidiary of Bank. Customer may not begin using a Service until Bank has received all required and properly executed forms and Customer has successfully completed any testing or training requirements. To assist in Bank's establishment or maintenance of its limits or other processing arrangements, or to assist in Bank's compliance with Applicable Law, Customer will provide Bank with all such financial and/or other information Bank reasonably requests. 3. Changes to Services. Bank may change (or add to) the terms and fees in the Service Documentation at any time. When required by Applicable Law, Bank will notify Customer of the change. If Customer continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless earlier 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 party. Bank may suspend or terminate any Service: (a) following notice to Customer of a breach of any provision of the Service Documentation or any other agreement with Bank, and Customer's failure to cure the breach (if capable of cure) within 15 days of the date of such notice; or (b) without prior notice to Customer if (i) Bank reasonably suspects that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent or illegal activity, (ii) Customer is subject to, voluntarily or involuntarily, or any action or step is commenced or any resolution is passed that may result in Customer being subject to any bankruptcy, insolvency, winding up, liquidation, judicial management, receivership, administrative management, reorganization or other similar proceeding in any jurisdiction, (iii) Bank determines in its sole discretion that its continued provision of a Service may place Bank at risk of financial loss or result in an unacceptable credit exposure, (iv) Customer terminates, liquidates, or dissolves its business or disposes of a substantial portion of its assets, (v) Customer fails to timely pay its debts, (vi) Customer initiates any composition with its creditors, (vii) any guaranty of Customer's obligations to Bank is terminated, revoked, or its validity contested by the guarantor, (viii) Bank determines in its sole discretion that a material adverse change has occurred in Customer's ability to perform its obligations under the Service Documentation, or In the ability of a guarantor of Customer's obligations to Bank to perform its obligations under the applicable guaranty agreement, or (ix) the Account necessary to provide a Service is closed. The termination of a Service will not affect Customer's or Bank's rights with respect to transactions occurring before termination. Bank will not be liable to Customer for any losses or damages Customer may incur as a result of any termination of any Service. 5. Service Fees. Customer will pay Bank the fees described in the Service Documentation and any taxes applicable to each Service however designated exclusive of taxes based on Bank's net income. Bank may debit the Account(s) for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Customer for such amounts, which Customer shaii promptly pay. Master Agreement TM-1450 Page 2 of 8 Revised 05-01-2015 Bank's charges and fees shall be set forth as expressed in Bank's applicable fee schedule for Services used in connection with the Account. 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and Terms of Use constitute Bank's or its vendor's confidential information ("Confidential Information"), and Customer will not acquire any ownership interest in or rights to Confidential Information as a result of Customer's use of any Service. Customer will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than Customer's 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. Customer will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge (each, an "Unauthorized Use") of any Confidential Information. If Customer (or its employees or agents) is responsible for the Unauthorized Use, Customer will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. 7. Currency. When Customer requests or instructions require that Bank convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), Bank will do so using its applicable rate of exchange in effect at the time on the day Bank executes the payment order. 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 Bank, Bank will not be liable to Customer for a sum in excess of the amount of the payment order after Bank has converted it from the Foreign Currency to the Account Currency using the applicable rate of exchange in effect at the time on the day Bank confirms the cancellation of the payment order. Bank bears no liability if the rate it uses for a particular transaction, i.e., the "applicable rate," differs from rates offered or reported by Bank or by third parties, or based upon different times of day, amounts, locations or involving different systems, agents or procedures. Currency exchange rates fluctuate over time, based upon market conditions, liquidity and risk. Customer acknowledges and accepts the risks of such fluctuations between the time Customer requests 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. 8. Liability and Indemnification. 8.1. Bank is under no obligation to honor, in whole or in part, any payment order or other instruction that: (a) exceeds the available balance in the Account, unless otherwise provided in the Service Documentation; (b) is not in accordance with the Service Documentation or Bank's applicable policies, procedures or practices as made available to Customer; (c) Bank has reason to believe may not have been duly authorized, should not be honored for its or Customer's protection, or involves funds subject to a hold, dispute. Master Agreement TM-1450 Page 3 of 8 Revised 05-01-2015 restriction or legal process; or (d) would possibly result in Bank's contravention of any Applicable Law. 8-2. All uses of Services through Customer's ID codes, passwords, token cards, PINs, or passcodes (each, a "Code") will be deemed to be authorized by and binding on Customer, except as provided for in the Service Documentation. Customer's failure to protect Codes may allow an unauthorized party to; (a) use the Services; (b) access Customer's electronic communications and financial data; and (c) send or receive information and communications to Bank. Customer assumes the entire risk of unauthorized use of Codes and unencrypted electronic transmissions. 8.3. Neither Bank nor any software vendor makes any express or implied representations or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. 8.4. Customer will promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Customer will cooperate fully (and at its own expense) with Bank in recovering a loss. If Customer is reimbursed by or on behalf of Bank, Bank or its designee will be subrogated to all rights of Customer. 8.5. Except as otherwise provided in the account agreement governing the Account, any claim, action or proceeding against Bank for losses or damages arising from a Service, must be brought within one year from the date of the act or omission. 8.6. Bank will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond Bank's reasonable control. If Bank determines that any funds transfer or communications network, Internet service provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by Bank or Customer, Bank may, upon notice to Customer, suspend or discontinue the affected Service. 8.7. Except in the case of Bank's negligence or intentional misconduct. Customer will indemnify and hold Bank, its directors, officers, employees and agents harmless from all losses or damages that arise out of: (a) the performance of a Service in accordance with the Service Documentation including without limitation any warranty Bank is required to make to a third party in connection with a Service; (b) an act or omission of any agent, courier or authorized representative of Customer; and (c) if the Service includes a license or sublicense of any software to Customer, the use or distribution of the software by Customer or any person gaining access to the software through Customer that is inconsistent with the license or sublicense. 8.8. Bank will only be liable to Customer for actual damages incurred as a direct result of Bank's failure to exercise reasonable care in providing the Services. Reasonable care requires only that Bank follow standards that do not vary Master Agreement TM-1450 Page 4 of 8 Revised 05-01-2015 unreasonably from the general standards followed by similarly situated banks. Bank's policies and procedures are general internal guidelines for Bank's use and do not establish a higher standard of care for Bank than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of Its obligations. Bank's liability to Customer will be limited to an amount not to exceed 10 times Bank fees incurred during the calendar month immediately preceding the calendar month in which such loss or damages were incurred (or, if no Bank fees were incurred in such month, Bank fees incurred in the month in which the losses or damages were incurred). 8.9. Except as expressly provided otherwise in the Service Documentation, neither party to this Agreement nor its respective directors, officers, employees or agents will be liable to the other party 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. 8.10. Where Customer sends payments on behalf of its third party customers. Customer agrees it is solely liable to its customers for any and all losses such customers may suffer. Bank hereby excludes all and any liability of whatever nature (including those losses enumerated in subsection 8.9 of this Agreement) arising out of Customer's relationship with its customer. 9. Governing Law. The Service Documentation shall 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"). 10. Arbitration Agreement. Upon demand of either party, any controversy or claim arising out of or relating to this Account 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 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, 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 Master Agreement TM-1450 Page 5 of 8 Revised 05-01-2015 those arising from the exercise of the actions detailed in (a) and (b) of this subsection. 11. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration in Section 10), Customer hereby irrevocably submits 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 therein over any action or proceeding arising out of or relating to this Agreement and irrevocably agrees that all claims in respect of such action or proceeding may be heard or determined in such courts. 12. Miscellaneous. 12.1 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 Bank will incur no liability to Customer 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 legality, enforceability or validity of the remaining Service Documentation nor the legality, enforceability or validity of such portion or provision under the law of any other jurisdiction. 12.2 Entire Agreement. The Service Documentation (and any documents referred to therein) constitutes and represents the entire agreement between Bank and Customer regarding the Services we provide for all Accounts opened at Bank and supersedes and extinguishes ail prior agreements, understandings, representations, warranties and arrangements of any nature (including requests for proposals and other sales material), whether oral or written, between Customer and Bank relating to any such Service (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable). 12.3 No Waiver. Neither the failure nor any delay by Bank in exercising any right, remedy, power or privilege shall be deemed to be a waiver of such right, remedy, power or privilege. 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. 12.4 No Third Party Beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than Customer and Bank will be deemed to be a third party beneficiary under the Service Documentation. 12.5 Financial Condition. Customer will provide Bank promptly upon Bank's request any existing financial statements or other information pertaining to Customer's financial condition or any previously unprepared financial statements which Bank may require Customer to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to Bank. Master Agreement TM-1450 Page 6 of 8 Revised 05-01-2015 12.6 Customer's Representations and Warranties. Customer represents and warrants that: (a) it will not use any Service in a manner that couid result in a contravention of Applicable Law by Customer or Bank; and (b) if Customer employs an agent in connection with Its use of any Service, Customer represents and warrants to Bank that: (i) Customer's governing body has duly authorized the agent and (ii) Customer will exercise appropriate controls to ensure each agent so authorized does not exceed the authority so granted to it. 12.7 Customer Communications. Any communication to Bank regarding Customer's use of a Service from Customer's agent will be deemed to be a communication from Customer, and Customer authorizes Bank to communicate with Customer's agent regarding any such communication or Service. 12.8 Notice. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. Customer will notify Bank promptly in writing of any change in its name, Address, legal status, electronic contact information (including an e-mail address or otherwise), or any other changes relevant to the conduct of the Account or affecting Customer's business relationship with Bank. The term ^'Address" as used herein refers to a mailing or electronic address. Customer will use the Address where Customer's relationship manager or other manager is located and will address any notice to the attention of such manager. Bank will be entitled to rely on any notice from Customer that it believes in good faith was authorized by an authorized representative of Customer and, except as expressly stated in another agreement between Customer and Bank, will have no obligation to verify the signature (including an electronic signature). Each party will have a reasonable time after receipt of any notice to act on it 12.9 Survival. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive termination of this Agreement. Master Agreement TM-1450 Page 7 of 8 Revised 05-01-2015 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 Master Agreement TM-1450 PageSofB Revised 05-01-2015 WELLS FARGO Commercial Account Signature Card I. Account Title(s) Annniint#! ColD Account#? ColD (Internal Use Only)(Internal Use Only) TitleUnel TitleUnel (Customer'sfull legal namematchlngCustomer'sfonmatlon documents and TINcertlficatlondocumentatlon-40charactersmax) Optional Account Title Lines (40 characters max per line.) TitlftI ine2 (Customer'sfull legal name matching Customer'sformatlon documents and TlNcertlflcatlondocumentatlon-40charactersmax.) Optional Account Title Lines (40 characters max per line.) Titlel Ine2 Title Line 3 Titlel ine.3 Title Line 4 TltleUne4 (If applicable, enter LBA name on last available title line)(Ifapplicable, enter CBAname on last available title line) II. Regulation GG Certification Customeroranyentityforwhichaccount(s)wi1l be maintained (f/b/o) engaged In business of internet gambling?I I Yes No III. Authorized Account Signers #1 signature PrintedName Position/Title SIgnerrole-Please Select one. If no selection default will be limited signer. Referto section IVforauthority definitions. □ LImltedSigner Q Principal OfRcer/Key Executive □ Owrner #2 Signature PrintedName Position/Title SIgnerrole-Please Select one. If noselectlon default will be limited signer. Referto section IVforauthority definitions. □ LImltedSigner Q Principal Officer/Key Executive Q Owner #3 #4 Signature PrintedName Position/Title SIgnerrole-Please Select one. If no selection default will be limited signer. Referto section IVforauthority definitions. □ LImltedSigner Q Principal Officer/Key Executive □ Owner Signature PrintedName Posltion/Title SIgnerrole-Please Selectone. If noselection default will be limited signer. Referto section IVforauthority definitions. Q LImltedSigner □ Prindpal Officer/Key Executive □ Owner Commercial Account Signature Card (Rar06/2017) Pagel of 2 IV, Customer Acknowledgement & Agreement On behalf of the customer, I hereby certrfy, by my signature below, that each of the individuals designated in Section III above as (a) a "UmitedSigner is authorized, acting alone, to (i)sign checksdrawn on the account(s)and (ii) instructWells Fargo with respect to stop payment onjer(s). (b) a "Principal Officer/ Key B«cutive° 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 by ACK wire or other means from the account(s) in accordance with the customer's rontractuai arrangements with Wells Fargo regarding these services. (c) an "Owner" is authorized.acting alone, to (i)sign checksdrawn on and makecashwithdrawais from the accounts(s).(ii)instnjctWells Fargo with respect to stop payment order(s) and (iii) initiate funds transfers by AOi. wire or other means, including to personal and business account(s) in accordance with the customer's contractual arrangementswith Wells Fargo regarding these services. Wells Fa^o may obtain credit reports or otherinformation about the customer.Wells Fargo maydisdoseinformationabout each account to its affiliates, to credit reporting agencies.and to ctherpersonsoragenciesthat, in Wells Fargo'sjudgement,have aiegitimatepurposeforobtainingtheinformation. I acknowledge that the customerhasFeceived theWells Fargo Commercial AccountAgreement and agreesltsterms and conditions, as amended from timeto timewiii govemtheaccount(s). Printed Name Position/Title Authorized Signature Date V. Taxpayer Certification Pleaseprovide a copy of the most current version of IRS form W-9orW-8. Taxformsare subject to reviewand withholding could apply if formsare incomplete or inaccurate. I I W-9 provided for U.S. Entity Taxpayer Identification Number (TIN) EnteryourTINonthe appropriate line below. ThellN provided must belong totheCustomerwhosefull legal nameisprovided inSectioni, Title Linel and match theW-9 provided. For individuals, this is yoursodaIsecurTtynumber(S^^However.foraresidentaIien.soleproprietor.ordisrega[ded entity. seetheFormW-9Partiinstructionsatwww.irs.govforadditionai information. Forotherentities.it is youremployeridentificationnumber(BN).The number provided belowappliesto all accounts listed on this signature card. Social SecurltyNumber(SSN) Employerldentlfication Number I [ W-Bprovidedfornon-U.S.Entity Bank Use Only Banker Name Banker Telephone Banker MAC AU RAU Officer# Submitter Name Submitter Phone# ©2017 Wells Fargo Bank, N A,All rights resen/ed. Commercial Account Sig nature Card Page 2 of2 (Rev06/2017) WELLS FARGO Amendment to Commercial Account Signature Card I. Account Titie(s) Account #2 ColD (Internal Use Only)(Internal Use Only) TitleUnel Title [Jnel (Customer'sfull legal namematching Customer'sformation documentsand TINcertificationdocumentation-40charactersmax) Optional Account Title Lines (40 characters max per line.) Title Line2 (Customer'sfull legal name matching Customer'sformation documentsand ■nNcertificationdocumentation-40charactersmax.) Optional Account Title Lines (40 characters max per line.) Title Line2 TitleLineS TitlftI inft.3 TitleUne4 Title Line 4 (If applicable, enter [BA name on last available title line)(If applicable, enter LBA name on last available title line) II. Amendment to Authorized Account Signers-add: #1 Signature PrintedName Position/Title Signerrole^lease Select one. If noselection default will be limited signer. Referto section IVforauttiority definitions. □ LimitedSigner □ Principal Officer/Key Executive Q Owner #2 #3 #4 Signature PrintedName Positionn"itle Signerrole-Pleasa Select one. If noselection default will be limited signer. Referto section IVforauthority definitions. □ LimitedSigner □ Principal Officer/Key Executive 0 Owner Signature PrintedName Position/Title Signerrole-Ple^e Select one. If noselection default will be limited signer. Referto section IVforauthority definitions. □ LimitedSigner 0 Principal Officer/Key Executive 0 Owner Signature PrintedName Position/Title Signerrole-Please Select one. If noselection default will be limited signer. Referto section IVforauthority definitions. 0 LimitedSigner 0 Principal Officer/Key Executive 0 Owner III. Amendment to Authorized Account Signers-delete: #1 #2 Signer Name Signer Name #3 #4 Signer Name Signer Name Amendment to Commercial Account Signature Card (Rev06/2017) Pagel of 2 IV. Customer Acknowledgement & Agreement On behalf of the customer, I hereby certify, by my signature below, that each of the Individuals designated in Section II above as (a) a"ljmitedSignef"ls authorized, actinga!one,to(i)signchecksdrawn on the account(s)and (11) InstructWellsFa^owith respect to stop payment order(s). (b) a "Principal Officer/ Key Executive' 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 by ACK wire or other means from the account(s) in accordance with the customer's contractual arrangementswith Wells Fai^o regarding these ser\rices. (c) an "Ovmer" is authorized, acting alone, to (i)sign checksdravwi on and makecash withdrawals from the accounts(s), (Ii) instructWells Fargo with respect to stop payment order(s) and (ili) initiate funds transfers by ACK wire or other means, Including to personal and business account(s) in accordance with the customer'scontractual arrangementswith Wells Fargo regarding these services. Wells Faigo may obtain credit reports orotherinformation about the customer.Wells Fargo maydisdoseinformation about each account to its affiliates, to credit reporting agencies,and tootherpersonsoragenciesthat, in Wells Faigo'sjudgement, have alegitimatepurposeforobtaining theinformation. lacknowledge that the customerhasreceivedtheWells Fargo Commercial AccountAgreementandagreeslts terms and conditions, as amended fromtimetotimewillgovemtiieaccount(s). Printed Name Position/Title Authorized Signature Date Bank Use Only Banker Name Banker Telephone Banker MAC AU RAU Officer# Submitter Name Submitter Phone# ©2017 Wells Fa^oBank,NA,AII rights resen/ed. Amendment toCommercial AccountSignatureCard (Rev06/2017) Page2of2 WELLS FARGOFUNDS AVAILABILITY POLICY WholesalB Banking Effective October i, 2014 The policy of Wells Fargo Bank, National Association ("Bank" or "Wells Fargo"), is to make fimds from Company's check deposits to Company's account (in this policy, each an "account") available to Company on the first business day after the day Bank receives the deposits, subject to the following. Funds from the following deposits are available on the first business day after the day of Company's deposits (i) if Company makes the deposit through an employee or agent in person to one of Bank's employees and (ii) if it uses a special deposit slip available from Bank upon request: • State and local government checks that are payable to Company. • Cashier's, certified, and teller's checks that are payable to Company where Bank is not the issuer or drawee. While Bank generally makes funds from Company's check deposits available to Company on the first business day after the day Bank receives the deposits, Bank's policy grants availability in accordance with an availability schedule or schedules provided or made available by Bank to Company contemporaneously with this policy or from time to time thereafter, subject, among other things, to 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. Company may withdraw the funds in cash and Bank will use the funds to pay checks that Company has written and fees and expenses that Company has incurred in connection with the account. Determining the day of receipt For determining the availability of Company's deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If Company makes a deposit before Bank's established cutoff time on a business day that Bank is open. Bank will consider that day to be the day of Company's deposit. For deposits granted same calendar day availability as described below, the calendar day Company makes the deposit will be considered the day of deposit. For all other deposits, if Company makes a deposit after the cutoff time or on a day Bank is not open. Bank will consider the deposit was made on the next business day Bank is open. Cutoff times may vary by location and are posted in each store. The earliest cutoff time for a store is 2:00 p.m. local time. Cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska). The length of the delay varies depending on the type of deposit as explained below. Same calendar day availability The following deposits will be available on the calendar day Bank receives the deposit: • The first $200 of a day's check deposits made through a Wells Fargo ATM. • Cash deposited through a Wells Fargo ATM. TM-2548 Funds Availability Policy Page 1of3 Revised 08-21-2014 Same business day availability The following deposits will be available on the business day Bank receives the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on Bank. If Company does not make its deposit in person to one of Bank's employees (for example, if Company mails the deposit), funds from these deposits will be available on the second business day after the day Bank receives Company's deposit. Longer delays may apply In some cases, Bank will not make all the funds that Company deposits by check available to Company on the first business day after the day of Company's deposits. Depending on the type of check Company deposits, funds may not be available until the second or third* business day after the day of deposit. The first $200 of Company's deposit, however, may be available on the first business day. Except as otherwise explained in this paragraph, if Bank is not going to make all funds from Company's deposit available on the business day of deposit or the first business day, Bank will notify you at the time Company makes its deposit. Bank will also tell Company when the funds will be available. If Company's deposit is not made directly to a Bank employee, or if Bank decides to take this action after Company's employee or agent has left the premises, Bank will mail the notice by the first business day after Bank receives the deposit. In addition, funds Company deposits by check may be delayed for a longer period under the following circumstances: • Bank believes a check Company deposits will not be paid. • Company deposits checks totaling more than $5,000 on any one day. • Company redeposits a check that has been returned unpaid. • Company has overdrawn its account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment. Bank will notify Company if it delays Company's ability to withdraw funds for any of these reasons, and Bank will tell Company when the funds will be available. The funds will generally be available no later than the seventh or eighth* business day after the day of your deposit. Holds on other funds (check cashing) If Bank cashes a check for Company that is drawn on another bank, it may withhold the availability of a corresponding amount of fimds that are already in the account. Those funds will be available at the time funds from the check Bank cashes would have been available if Company had deposited it. Holds on other funds (other accounts) Bank may delay availability of ftmds by one additional business day for certain checks deposited at a Bank location in Alaska. This right applies only if the check is drawn on or payable at or through a paying bank not located in Alaska. TM-254d Funds Availability Policy Page 2 of 3 Revised 08-21-2014 If Bank accepts a check for deposit that is drawn on another bank, it may make funds from the deposit available for withdrawal immediately but delay Company's ability to withdraw a corresponding amount of funds that Company has on deposit in another account with Bank. The funds in the other account would then not be available until the time periods that are described in this policy. Delays on other funds Funds from any deposit (cash or checks) into accounts domiciled in Iowa and Nebraska made at eligible non-Wells Fargo ATMs in those same states will not be available until the third business day after the day of Company's deposit. This rule does not apply at ATMs that Bank owns or operates. All ATMs that Bank owns or operates are identified on Bank's machines as "Wells Fargo." © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-2548 Funds Availability Policy Page 3 of 3 Revised 06-21-2014 COMMERCIAL DEPOSITORY SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Commercial Depository 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 Service. With the Service, Company may (a) order currency and coin (collectively, "cash") from Bank's cash vault and Bank will make such cash available to an armored car service acting as Company's agent ("Agent") at Bank's cash vault, and (b) deliver currency, coin, checks and other negotiable instruments to Bank's cash vault or night depository locations for processing. 3. Cash Orders from Bank's Cash Vault. 3.1. Cash Requests. Company may request in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, facsimile, or Bank's Commercial Electronic Office® (CEO®) portal (each a "Cash Request") that Bank make available to Company's Agent at Bank's cash vault, in an amount designated In the Cash Request, shipments of cash (each a "Cash Shipment") In bags or other containers ("Cash Bags"). Bank is authorized to act upon any Cash Request Bank receives In accordance with this Service Description, and which Bank believes in good faith to have been made by an authorized representative of Company. Bank has no obligation whatsoever to verify, and will not be liable for its failure to verify or investigate, any Cash Request. TM-1416 Commercial Depository Service Description Page 1of6 Revised 04-30-2014 3.2. Making Cash Available to Company's Agent. Bank is authorized to make Cash Shipments available to any person whom Bank in good faith believes tO' be Company's Agent. Bank will have no further responsibility, and Company assumes all risk of loss for cash made available to any such person. Bank will make Cash Shipments available only at the locations, on days, and during the hours published by Bank from time to time. Bank reserves the right to suspend the Service at any time without notice. 3.3. Company's Authorized Representatives. Company will promptly certify to Bank the identity of: (a) the person with whom Bank is authorized to communicate regarding authorization codes or other security procedures; (b) Company's Agent authorized to accept delivery of cash; and (c) where applicable, the persons who are authorized users of the Service. Company will give prior written notice to Bank of any change in the person(s) or Agent so authorized by Company. Bank wili be fuily protected in reiying on each such notification and on the obligation of Company to promptly notify Bank of any change in the person{s) or Agent so authorized by Company. 3.4. Security Procedures. For requests made in writing or by facsimile, operator-assisted telephone call or transmission, a Customer ID assigned by Bank is required. For CEO requests, a User ID assigned by Bank is required. For touch-tone/automatic response telephone requests, an Access Code is required which can be assigned either by Bank or by Company. Operator limits may also be required. It is Company's responsibility to put into place internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, User ID(s) and Access Code(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. Company will notify Bank immediately in the event a breach of security is suspected. 3.5. Debit of Account. On the Business Day that Bank makes available any Cash Shipment to Company's Agent, Bank is authorized to debit Company's designated Account for the aggregate amount of the shipment. Company will maintain collected balances in the designated Account sufficient at all time to cover fully any debit. Bank has no obligation to release a requested Cash Shipment or any portion thereof to Company's Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Shipment at the time the Shipment is to be made available to Company's Agent. If Company fails to specify an Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment. 3.6. Packing Slip; Differences In Shipment Amount. Each Cash Shipment will be accompanied by a packing slip. The packing slip will disclose the aggregate amount of the Cash Shipment, the overall number of containers included in the Cash Shipment, and the number of containers delivered to Company's Agent for transmittal to Company. With respect to any Cash Shipment made available to Company's Agent, Company will notify Bank immediately in writing of any difference between the amount specified on the packing slip for that Shipment and the amount, as counted by Company, of the Shipment. In the event that the difference cannot be resolved, Bank's count of the amount of the disputed Shipment wili be conclusive and binding on Company. 4. Delivery and Processing of Deposit Shipments at Bank's Cash Vault. The following procedures will govern Company's delivery of currency, coin, checks, and other negotiable instruments to Bank's cash vault locations (each a "Deposit Shipmenf), and Bank's processing of such Deposit Shipments: TM-1416 Commercial Depository Service Description Page 2 of 6 Revised 04-30-2014 4.1. Use of Agent to Deliver Shipments. Company will deliver Deposit Shipments In deposit bags or other containers ("Deposit Bags") to one of Bank's cash vaults via an armored car service or, In Alaska only, the U.S. Postal service acting as Company's agent ("Agent"). Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments, and Company assumes all risk of loss while a Deposit Shipment is in the possession of its Agent. Bank may accept Deposit Shipments from any person Bank believes In good faith to be Company's Agent. The delivery of a Deposit Bag to Bank or Bank's receipt for it on a manifest will not be deemed proof of Bank's receipt of the contents listed on the deposit slip contained In the Deposit Bag or Company's records. Bank will have no responsibility for any Deposit Bag or Its contents delivered to one of Bank's cash vaults until the Deposit Bag is accepted by Bank in accordance with its procedures and the contents of the Deposit Bag are counted by Bank. 4.2. Delivery Procedures. In delivering a Deposit Shipment to Bank's cash vault, Company agrees to comply (and to cause its Agent to comply) with the following procedures: • Deliver Deposit Bags only at the locations, on the days, and during the hours published by Bank from time to time; • Properly endorse all checks and other negotiable instruments included in a Deposit Shipment; • Use only Bank-approved Deposit Bags that are properly secured; • Specify the number of Deposit Bags belonging to Company which are Included in the overall shipment delivered to Bank, as well as the contents of each Deposit Bag, on a delivery manifest, a copy of which Company's Agent will provide to Bank at the time of delivery; • Obtain the signature of Bank's employee who accepts delivery on that portion of the delivery manifest which the Agent retains; and • Retain a copy of the receipt or other document covering each Deposit Bag delivered by Company to its Agent for at least one year from the date of delivery to Company's Agent. Company agrees that Deposit Bags will be used only for the deposit of currency, coin, checks, other negotiable instruments (collectively "items"), and will not be used in any unauthorized manner or for any unlawfui purpose. As to any property other than items included In a Deposit Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. 4.3. Cut-off Time; Deposit to Account. If a Deposit Shipment is received at one of Bank's cash vaults on a Business Day before Bank's published "cut-off time" for that cash vault, the aggregate amount of the deposits in such Shipment will be credited on that Business Day to the Account with Bank specified on the deposit slip for that Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after Bank's "cut-off time," the aggregate amount of the deposits in that Shipment will be credited to the Account on the next succeeding Business Day. Bank wlii 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 Shipment. TM-1416 Commercial Depository Service Description Page 3 of 6 Revised 04-30-2014 4.4. Processing of Deposit Shipments. Company authorizes Bank to open each Deposit Bag, count the contents, credit the amount of items to the Depository Account indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with Bank's customary procedures. Ail deposits are subject to verification, and Bank's 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 Bank and Company until the count has been completed and the deposit credited to the Account. Company acknowledges that it has had an opportunity to have Bank's applicable count and verification procedures explained to its representative and agrees that the same will be deemed commercially reasonable. Company understands that no photocopying or microfilming of items will be performed at any cash vault location. 4.5. Adjustment Procedures. If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is less than that reported on the deposit slip covering that Shipment, Bank will debit the Account specified on the deposit slip by such difference and report the difference to Company. If that Account has an insufficient collected and available balance to cover the debit. Bank will debit any of Company's other accounts with Bank for the difference, and Company agrees to promptly reimburse Bank for the difference (or any portion thereof) for which there are insufficient available balances in Company's accounts with Bank. If the aggregate amount of the items In any Deposit Shipment, as counted by Bank, is more than that reported on the deposit slip covering the Shipment, Bank will credit the Account specified on the deposit slip for the difference and notify Company of the difference. 5. Delivery and Processing of Deposit Shipments at Bank's Night Depository Locations. The following procedures will govern Company's delivery of currency, coin, checks, and other negotiable Instruments (each a "Night Deposit") to Bank's night depository locations (each a "Night Deposit"), and Bank's processing of Night Deposits. 5.1. Night Depository Locations; Issuance of Keys. Company may make Night Deposits to its deposit account(s) with Bank by placing the items to be deposited into disposable bags furnished by Bank (each a "Night Bag") and then placing the Night Bags in the night depository receptacle ("Night Depository") at one of Bank's branches/stores (each a "Store") listed on Bank's Night Depository Set-up Form. Each office of Company listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Store. Company will designate in writing to Bank the individuals to receive the key for each of its offices; Bank may require such individuals to sign a receipt for the keys they receive. 5.2. Contents of Night Bags; Deposit of Night Bags. Company agrees that Night Bags will be used only for the deposit of currency, coin, checks or negotiable instruments properly endorsed by Company (collectively "items"), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Night Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. Each Night Bag must contain one or more deposit slips listing all the items contained in that Bag and their total dollar amount, and identifying the deposit Account of Company to which the dollar amount of the deposit Is to be credited. After each Night Bag is placed in a Night Depository, the Night Depository must be securely locked. At the time each Night Bag is placed in a Night Depository the Bag must be securely closed and placed completely in the Night Depository. TM-1416 Commercial Depository Service Description Page 4 of 6 Revised 04-30-2014 5.3. Processing of Night Deposits. Bank may open each Night Bag and remove Its contents without Company or any of its representatives being present. The contents of each Night Bag will be processed in accordance with Bank's standard procedures, and if placed in a Night Depository before Bank's established "cut-off time" on any Business Day, those items acceptable for deposit will be deposited into the Account as of the close of business on that same Business Day. The cut-off time for deposits made through the night depository may be different from that for deposits made at the teller line. Night Deposits placed in a Night Depository after Bank's established "cut-off time" will be credited to the Account on the next succeeding Business Day. Company understands and agrees that the contents of a Night Bag will not be credited to the Account, nor will the relationship between Company and Bank be that of a debtor to a creditor with respect to any item in a Bag, until Bank has accepted the item for deposit Into the Account after counting all the items in the Bag and calculating the total dollar amount of all such items. 5.4. Counting and Adjustment Procedures. If Compan/s records regarding the total dollar amount of the items in any Night Bag differ from Bank's calculation of the total dollar amount of the items in the Bag, Company has the burden of proving that its records show the correct amount in the Bag or Bank's total will be accepted as final. If there is a difference between Bank's total and Company's total for the amount of items in a Night Bag (as Company's total Is shown on the deposit slip or slips in the Bag), Bank will send Company a statement indicating the amount of the difference. In the event that the difference cannot be resolved. Bank's count of the dollar amount will be conclusive and binding on Company. 5.5. Claims of Lost or Stolen Items. Company will have the burden of proving the amount of any Item which it claims was lost or stolen while It was at a designated Store and that disappearance of the item occurred while it was at the designated Store. Company agrees to notify Bank immediately if Company determines that any Night Bag or any item in a Night Bag has been lost or stolen while at one of Bank's Stores. Company agrees that it will have total responsibility for each Night Bag and its contents until the Bag has dropped completely into a Night Depository. 6. Special Instructions. Company may submit to Bank in writing any special instructions it may have in connection with cash orders or deposits of items at Bank's cash vault or night depository locations. Bank may at its option accept or reject the instructions and so notify Company. Even if accepted, Bank may stop complying with the Instructions upon prior notice to Company If, in Bank's opinion, continued compliance would increase Bank's costs or risks, interfere with its established or revised procedures, or diminish the efficiency of Bank's operations. Any loss attributable to Increased risk resulting from a special procedure will be borne solely by Company. 7. Further Assurances. Company agrees to do any and all such further acts Bank may consider reasonably necessary or desirable to Implement and carry out the intent of this Service Description, including, without limitation, providing information Bank requests regarding any Deposit Shipment, including, without, limitation, information necessary to file a Currency Transaction Report under the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, and to determine the source of any cash or items in a Deposit Shipment. TM-1416 Commercial Depository Service Description Page 5 of 6 Revised 04-30-2014 8. Representations and Warranties regarding Deposit Shipments. To be eligible to make Deposit Shipments at a cash vault or Night Depository, Company hereby represents and warrants to Bank at the time of the delivery of each Deposit Shipment that: 8.1 Deposits for Own Account. Company makes Deposit Shipments for its sole account and does not directly or indirectly make any Deposit Shipments on behalf of any other party: unless such party has been previously disclosed to Bank and approved in writing by Bank, In its sole discretion. 8.2 No Deposits from Outside the United States. Company does not make Deposit Shipments from a source or sources known, or which upon reasonable inquiry wouid be known, to Company to be outside the United States. 8.3. No Business as a Foreign Exchange House. Company does not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio. 9. Termination of Services. Bank may immediately terminate any or all of the Services described herein in the event of Company's breach of any representation or warranty in Section 8. Otherwise, Bank may terminate this Service upon sixty (60) days prior notice to Company. 10. Survival. Sections 3.6,4.4., 4.5., 5.4., 5.5., 7 and 10 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1416 Commercial Depository Service Description Page 6 of 6 Revised 04-30-2014 WELLS FARGO RETURNED ITEM SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Returned Item 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 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 4); (b) Returned Item Decisioning through Bank's CEO® portal (section 5); (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 6-11); (d) Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 12-15); (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). TM-2163 Relumed Item Service Description Page 1 of 4 Revised 02-01-2017 3. Rules Applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance with: 3.1. the Service Documentation inciuding without limitation the User Guide that Bank makes available to Company at www.wellsfarao.com: and 3.2. 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"), Federai 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. 4. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank wiil process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time. 5. 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. 6. Electronic Returns Service. When Company enrolls in Bank's Eiectronic 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 iiabillty for breaching any of these warranties. Bank wiil look to Company to reimburse Bank. 7. 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. 8. 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. 9. 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 singie 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 financiai institution wili oniy be for the amount of the item, and will not include any amount for a representment/returned item fee or similar fee. TM-2163 Returned Item Service Description Page 2 of 4 Revised 02-01-2017 10. 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. 11. 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. 12. 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 instltutlon(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. 13. 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. 14. Delayed Returns; Lost Instruments; Liability; indemnification. With respect to where to return checks, 12 CFR §§229.30(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 TM-2163 Returned Item Service Description Page 3 of 4 Revised 02-01-2017 indemnified party In connection with the delay in the return of any Item deposited to Company's account at another financial institution . 15. 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. 16. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Fonwarding 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 fonward to Company's Centralized Return processor. Bank will fonward 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 14 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. 17. 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 ail its customers that it assesses a service fee for checks returned unpaid for any reason. 18. 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: 18.1. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation; 18.2. 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; 18.3. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description ; and 18.4. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation. 19. Survival. Sections 6, 7, 9, 14, 16 and 18 of this Service Description will survive termination of the Service. ©2017 Wells Fargo Bank, NA All rights reserved. TM-2163 Returned Hem Sen/ice Description Page 4 of 4 Revised 02-01-2017 COMMERCIAL ELECTRONIC OFFICE® ("CEO"®) SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Commercial Electronic Off/ce® service ("Service") and includes; (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer 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. 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. 2. Description of Service. The CEO® portal is Bank's electronic banking portal that is accessed via the Internet. Authorized Representatives (see section 3) may use the CEO® portal to access (a) Bank Services in which Customer has separately enrolled (each, an "Accessed Service") and (b) third-party sites Bank may make available through the CEO® portal. Bank offers different channels through which Customer may access the CEO® portal that may include without limitation personal computers and mobile devices. Bank may add or eliminate channels at any time. A Bank Service or third party site accessible through one channel may not be accessible through another channel. The Service Documentation includes the Service Description for each Accessed Service. In the event of a conflict between the Service Description for the Accessed Service and this Service Description, the Service Description for the Accessed Service will control. 3. Access to the CEO® portal. When Customer enrolls in the CEO® portal and as Bank may determine is necessary after enrollment, Bank will (in accordance with section 4) provide one or more secure means of accessing the Services (each, a "Log-On Credential") to the persons who are authorized to access the CEO® portal on Customer's behalf (each an, "Authorized Representative"). Log-On Credentials may include without limitation Customer and user IDs, passwords, token IDs and other means of providing secure access to the CEO® portal Service that Bank adopts after the date Customer begins using the CEO® portal and may be changed by Bank at any time. Bank will have no obligation to Customer to verify or authenticate separately TM-1426 Commercial Electronic Office CCEO^") Service Description Page 1 of 3 Revised 10-20-2016 any communication Bank receives In Customer's name through the CEO® portal, whether or not an Authorized Representative actually issued the communication. Bank may, at Bank's sole option, contact Customer with respect to any communication Bank receives in Customer's name, but Bank's election to contact Customer with respect to one or more communication will not obligate Bank to contact Customer with respect to any subsequent communication Bank receives in Customer's name. 4. Administration of the CEO® Portal. 4.1. General. Bank offers two options for administering the CEO® portal: (a) self- administration and (b) Bank administration. 4.2. Self-Administration. If Customer enrolls in Bank's self-administration option, there are three categories of Authorized Representatives: Customer Administrator, Administrator or User. Unless Customer and Bank separately agree. Bank provides Bank's then- current Log-On Credentials only to Customer's initial Customer Administrator(s) who will (a) assign Bank's Log-On Credentials to other individuals and (b) designate each such Individual as (i) a Customer Administrator, who may perform all functions of Customer's Initial Customer Administrator; (ii) an Administrator, who may perform all the functions of an Administrator including without limitation designating other Admlnistrator(s) and User(s); or (lii) a User, who may access those Services as designated by a Customer Administrator or an Administrator and those in which Bank permits a User to self-enroll. Each Customer Administrator and Administrator has the authority to enroll Customer in additional Services. Customer will promptly revoke the Log-On Credentials of any Authorized Representative when that individual Is no longer an Authorized Representative. Customer and Bank may agree separately that In addition to Company's use of self-administration as described in this section 4.2., Company may request that Bank assign Bank's then-current Log-On credentials to each User Customer designates in writing to Bank as Bank would If Customer elected Bank administration under section 4.3. Customer's designation to Bank will specify the Services which the User is authorized to access in addition to those Services In which Bank permits a User to self-enroll. Each User to whom Bank assigns Log-On credentials will remain authorized until the earlier of the removal of the User by Company through self- administration or by Bank through Bank administration within a reasonable time after receiving Customer's written notification that the User is no longer so authorized. 4.3. Bank Administration. If Customer does not enroll in Bank's self-administration option, there is one category of Authorized Representatives: Users. Bank will assign Bank's then-current Log-On credentials to each User Customer designates. Each User Customer designates will remain authorized until Bank has a reasonable time to act after receiving Customer's notification that the User is no longer so authorized. 5. Restricting or Terminating Access to the CEO® Portal. Bank will not be obligated to permit any Authorized Representative to use any Service through the CEO® portal If Bank determines such use is (a) not In accordance with any term applicable to the CEO® portal, (b) not permitted by Applicable Law, (c) not authorized by Customer or any third party whose authorization Bank believes is necessary for such use, or (d) should be denied for Customer's or Bank's protection (without Bank's agreeing to, or being required to, make this determination in any circumstance). 6. Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") may be available to Customer at the CEO® portal. The posting of any Financial Information or any other Information or data at the CEO® portal will not be a recommendation by TM-1426 Commercial Electronic Office (°CECf°) Service Description Page 2 of 3 Revised 10-20-2016 Bank of any particular Service or transaction. Bank does not guarantee the accuracy or completeness, (a) of any Financial Information, (b) is not responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) for any decision made or action taken by Customer in reliance on any Financial Information. 7. Cash Flow Analysis Service. This section contains additional terms applicable to Bank's Cash Flow Analysis Service. This Service enables Customer to view and use certain data for global cash positioning and forecasting and journal entry. Bank will automatically populate data from Customer's deposit account(s) at Bank and other financial institutions Customer directs to provide data to Bank. Customer may also manually populate data. Bank will not verify the accuracy or completeness of data from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance. If Customer uses this Service to convert balances to a currency other than the currency in which the account is denominated, the conversion rate used through the Service may differ from the conversion rate actually used when the funds are converted on a given Business Day. 8. Customer's Representations and Warranties. Customer represents and warrants to Bank: 8.1. Customer's governing body has duly authorized each Authorized Representative, regardless of whether Customer enrolls in Bank's self-administration option. Bank administration or whether the individual is designated to act as Customer Administrator, Administrator or User; and 8.2. Customer will preserve the confidentiality of the Log-On Credentials and immediately notify Bank if Customer becomes aware or suspects that any Log-On Credential may have been compromised. 9. Customer's Agreement to Indemnify Bank. Customer will indemnify and hold Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents harmless from and against all losses, damages, claims, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by any of them arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Customer contained in this Service Description. 10. Survival. Sections 3, 4, 5, 6, 7, 8 and 9 will survive termination of the Service. TM-1426 Commercial Electroriic Office ("CEO ) Service Description Revised 10-20-2016 Page 3 of 3 WELLS FARGOWELLS FARGO REMOTE DEPOSIT CAPTURE SERVICE DESCRIPTION (Wells Fargo Electronic Deposit^'" and Desktop Deposit®) 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") remote deposit capture services (coliectiveiy, "Service") and includes: (a) this Service Description; (b) the Acceptance of Service or Treasury Management Product Enroilment 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; (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices.; and (f) the then-current Electronic Check Ciearing House Organization Operating Rules and Commentary ("ECCHO Operating Rules"). 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. 2. 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: 2.1. 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"); 2.2. include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank; or 2.3. post or present any Electronic Check for which Bank is the Paying Bank. 3. 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, TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 1of6 Revised 07-02-2018 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. 4. 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. 5. 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 5 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 9. 6. 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. TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 2 of 6 Revised 07-02-2018 7. Third-Party Processors. 7.1. 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. 7.2. 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; (ill) 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. 7.3 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. 8. Company's Representations and Warranties. Company represents and warrants to Bank Company will: 8.1. use the Service only for eligible paper checks payable to or endorsed for deposit by Company or its customers (unless Bank expressly agrees otherwise); 8.2. transmit to Bank only Electronic Checks suitable for processing including without limitation legible Electronic Checks containing machine-readable MICR data; 8.3. 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; 8.4. 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 nonpubllc personal TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 3 of 6 Revised 07-02-2018 information appearing on the original paper check throughout the transmission flow and while in storage) and properly secure ail hardware Company uses in connection with the Service at ail times; 8.5. 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; 8.6. 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; and 8.7. if Company is a third-party processor as set forth in section 7 of this Service Description, comply with section 7 of this Service Description. 9. 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 9, "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: 9.1. 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; 9.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; 9.3. 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 9.4. Bank posting or presenting an Electronic Check for which Bank is Paying Bank or presenting an Electronic Check to the Paying Bank for payment. 9.5. 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: 9.5.1. 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 TM'1664 Wells Fargo Remote Deposit Capture Service Description Page 4 of 6 Revised 07-02-2018 an accurate record of all MICR line information required for a substitute check and the amount of the check ("Image Quality Warranty") and (li) 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 Indemnltee suffers any Losses or Liabilities arising directly or indirectly from or related to a breach of any of these warranties, Company will Indemnify the Indemnltee and not hold It responsible or liable. 9.5.2. 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 Indemnltee suffers any Losses or Liabilities arising directly or Indirectly from or related to such depository bank indemnity obligation, Company will Indemnify Indemnltee and not hold It responsible or liable. 9.5.3. 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; (li) 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 (ili) 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 Indemnltee suffers any Losses or Liabilities arising directly or Indirectly from or related to such electronically created item indemnity obligation, Company will indemnify Indemnltee and not hold it responsible or liable. 10. 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 8 or 9 of this Service Description. 11. Additionai Controis on Company. 11.1. General. In FlL-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 TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 5 of 6 Revised 07-02-2018 RDC operations including Company's IT Infrastructure at Company's expense, and (c) request additional Information about Company. 11.2. 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. 11.3. Company's Consumer Complaints. Bank may upon reasonable prior notice to Company request Information about (a) Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer complaints"), (b) the number of consumer complaints Company received in the prior calendar quarter, and (c) the then current status of each consumer complaint. 12. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. © 2018 Wells Fargo Bank, NA. All rights reserved. TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 6 of 6 Revised 07-02-2018 ACH ORIGINATION SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Welis Fargo Bank, N.A. ("Bank") ACH origination service ("Service") and Inciudes: (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 Services. The Service enables Company to originate automated clearing house ("ACH") credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the "ACH Rules"; see section 3). Company will maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Account"), that Bank may use to process such Entries. An "Entry" is an ACH debit or credit entry issued in Company's name, and a "File" is the data file or batch release used to transmit one or more Entries to Bank. Section 6 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Company's authorization of a File or a communication amending or canceling an Entry or File (each, a "Security Procedure"). When Bank acts with respect to an Entry as both the originating depository financial institution ("ODFl") and receiving depository financial institution ("RDFI"), as ODFi and RDFl are defined by the ACH Rules, the Entry is an "on-us Entry." 3. ACH Rules. Company (a) authorizes Bank to originate Entries on behalf of Company to Receivers' accounts; (b) agrees to be bound by the ACH Rules; and (c) agrees not to originate Entries that violate the laws of the United States. In addition. Company agrees Bank may audit Company's compliance with the Service Documentation and the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank will process each File in accordance with Bank's then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank's applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure, if Bank receives a File after Bank's applicable cutoff time or on a day when the ACH Is not open for business, the File will be treated TM-1423 ACH Origination Services Service Description Page 1 of 7 Revised 04-16-2018 as having been received prior to Bank's applicable cutoff time on the next Business Day on which the ACH is open for business. A "Business Day" is every day except Saturday, Sunday and federal holidays. In acting upon the Entries or processing Files, Bank may use any means of transmission, funds transfer system, clearing house or intermediary bank that Bank reasonably selects. 5. Inconsistency of Name and Number. If an Entry describes a "Receiver^ (as defined in the ACH Rules), both by name and identifying number, the RDFI may pay the Entry on the basis of the Identifying number, even if the number Identifies a person different from the named Receiver. If an Entry describes the RDFI both by name and identifying number. Bank, 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. 6. Initiation Methods and Security Procedures. This section lists the Initiation Methods and describes the Security Procedures Bank offers for ACH origination. Company's elections regarding Initiation Methods and Security Procedures are set forth in the Acceptance. 6.1. Commercial Eiectronic Office® (CEO®) Initiation Method. The CEO® portal is Bank's electronic banking portal that is accessed via the Internet. The CEO® security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Bank's standard CEO® security procedures also include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. 6.2. Welis Fargo Gateway Initiation Method. Through the Wells Fargo Gateway, Company accesses a Bank-owned Application Programming Interface ("API") to securely (a) request that Bank originate ACH credit and/or debit Entries on behalf of Company and (b) receive periodic updates from Bank as it processes Entries for Company. The Gateway uses tokenized transmission methods for direct communication between Company's Internal payment system(s) and Bank's payment system. The Gateway security procedures require digital authentication of Company and Bank using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process Bank may require from time to time. Company's tokens, API keys, digital certificates, and Company's instruction to Bank do not identify an individual user initiating any request through the Gateway. Bank validates only that Company is authorized to request ACH origination and receive periodic updates via the Gateway, not whether a particular user is authorized to initiate the request. 6.3. Direct Origination Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). IBM® Connect:Direct® with Secure Plus+. Secure PIus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security (TLS"). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM Company. SWIFT® FlIeAct. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include TM-1423 ACH Origination Services Service Description Page 2 of 7 Revised 04-16-2018 confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.4. Payment Manager® Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). Machine-to-Machine ("M2M"). This transmission method may use an XML message Interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages or other formats and protocols such as JSON and REST. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). IBM® Connect:Direct® with Secure Pius+. Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM company. Value-Added Network ("VAN"). With this transmission method, a third party serves as an Intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Crders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each File transmitted to Bank through the VAN in Company's name. SWIFT® File Act. SWIFT has established procedures for controlling access to SWIFT messaging services that may Include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages Including without limitation Flies based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may Include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.5. Security Procedure Elected by Company's Third Party Service Provider. Company is utilizing a Third Party Service Provider ("TPSP") as defined in the ACH Rules to originate Entries and Files on Company's behalf. Bank will authenticate each File transmitted to Bank In Company's name In accordance with the security procedure the Company's TPSP has elected. Company will notify Bank of any change to Company's TPSP In a manner affording Bank a reasonable opportunity to act on the Information. 6.6. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use Is described on Attachment B to the Treasury Management Product Enrollment form. 7. Company's Payment Obligations. As of the applicable settlement date, Company will maintain available funds In each Account sufficient to cover the credit Entries originated against it. Company's obligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACH or gateway operator or posts an on-us Entry. Bank is authorized to debit the Account for the total amount of all credit Entries originated from It at any time. If requested by Bank, Company will pay to Bank, In Immediately available funds, an amount equal to all credit Entries Company originates through TM-1423 ACH Origination Sen/ices Sen/ice Description Page 3 of 7 Revised 04-16-2018 Bank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on-us Entry. If Company fails to comply with Bank's request. Bank may refuse to send the Entries to the ACH or gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessary or appropriate to ensure Bank receives payment for Company's credit Entries Including without iimitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate of Bank that Company owns in whole or in part sufficient to cover Company's credit Entries and (b) setting off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge the Account or any other Company account at Bank or any affiliate of Bank for any debit, correcting or reversing Entry which is later returned to Bank. 8. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company's Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company will pay any shortfall remaining after such debit to Bank immediately upon demand. 9. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for rejecting an Entry or File or any loss resulting from Bank's failure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so, Bank will not be liable If it Is unable to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with any repair or attempted repair. 10. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request but will have no liability for its failure to do so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company's request. 11. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if Bank compiled with the terms of this Service Description with respect to the original Entry or File. Company will reimburse Bank for any returned debit Entries on the same day Company receives notice of such returned Entry. 12. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request. 13. Audit. Company grants Bank ongoing access to Company's Files and the right to audit periodically such Files and Company's ACH processes and controls so Bank can verify Company's compliance with this Service Description. 14. Bank's Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-pattern or suspect Entries or Files and protect Company and Bank from potential losses. These parameters may include without limitation limits on debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank may pend or delete an Entry or File exceeding the applicable parameters. In addition, any transaction TYPE (debit or credit) or SEC (standard entry class) as defined in the ACH Rules may, at Bank's option, be conditioned upon Bank's prior approval. Upon notice to Company, Bank may discontinue processing a TYPE and/or SEC of transactions Bank has previously processed for Company. TM-1423 ACH Origination Services Service Description Page 4 of 7 Revised 04-16-2016 15. International Entries. 15.1. General. This section contains additional terms appiicabie when the financial institution holding the account designated to receive an Entry is in a jurisdiction ("Receiving Country") other than the United States (each, an "International Entry"). Bank will process each International Entry in accordance with (a) the laws and payment system rules of the Receiving Country (b) any agreement governing international Entries between Bank and the gateway operator through which Bank processes the International Entry, the terms of which Bank communicates to Company prior to Company's use of the Service or from time to time thereafter, and (c) the ACH Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection. 15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"), Bank will convert the amount to be transferred from U.S. dollars ("USD") to the Foreign Currency at Bank's sell rate for exchange In effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator, if the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or If the Entry Is subsequently determined to be erroneous. Bank will not be liable for a sum In excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank's buy rate for exchange at the time the Entry Is returned to Bank. 15.3. Debit Entries. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will convert the amount of each Entry from the Foreign Currency to U.S. Dollars at Bank's buy rate for exchange in effect on the settlement date of the Entry. If the financial Institution designated to receive the Entry subsequently returns it. Bank may charge the applicable Account (or any other accounts Company owns In whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has converted the Foreign Currency to USD at Bank's sell rate for exchange at the time the Entry Is returned to Bank. Bank will not be liable for a sum In excess of the original amount of the Entry after conversion. 15.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or the financial institution designated to receive the Entry in the Receiving Country in processing or falling to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 16. Third-Party Sender Activities. This section contains additional terms applicable when Company is a Third-Party Sender, as defined by the ACH Rules. 16.1. General. Prior to originating any Entry on behalf of a customer of Company and/or upon request by Bank, Company will (a) notify Bank in writing of any other financial institution Company Is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial Institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company's customer's business including without limitation the name, Taxpayer Identification Number, business activity and geographic location of Company's customer, and whether Company's customer is itself a Third-Party Sender, (c) timely provide Bank with information Bank requires for purposes of Bank's registration of Company or Company's customer as a Third-Party Sender In accordance with the ACH Rules ("Registration") and/or supplemental Registration information requested by Bank; (d) if specifically required by Bank, obtain Bank's written approval to Initiate or continue to initiate Entries for that customer, which approval Bank may rescind upon written notice to Company; and (e) enter into a written agreement with that customer whereby that customer agrees: TM-1423 ACH Origination Services Service Description Page 5 of 7 Revised 04-16-2018 16.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time; 16.1.2. ACH entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 16.1.3. to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and 16.1.4. Bank may at any time refuse to process an ACH entry for that customer. 16.2. Updates to Registration information. Company will timely notify Bank of any changes to Information provided by Company in connection with Bank's Registration of Company or Company's customer as a Third Party Sender. 16.3. Representations and Warranties. Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer's type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer's business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company's customer. 17. Perfect NOG Service. This section contains additional terms applicable to Bank's Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a "NOC") that Bank receives and uses this database to update Company's Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company's Entries. 18. Smart Decision Service. This section contains additional terms applicable to Bank's Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an "Item") that Company delivers to Bank. Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for processing. When Company uses electronic depository channels, Company transmits an "Electronic File" to Bank that includes electronic images of Items (each, an "Electronic Image") and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company's Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a "Company Preference," an "Issuer Preference," or a "Bank Preference.") Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which It was drawn; (b) process remaining Electronic Images in accordance with Bank's separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank's Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference. 19. MICR-Split Processing Service. This section contains additional terms applicable to Bank's MICR- Split Processing Service. If Bank determines that an RDFI for a debit Entry initiated by Company is not an ACH participant (or as otherwise reasonably determined by Bank as appropriate), Customer authorizes Bank to issue a preauthorized check ("PAC") using the debit Entry data provided by Company. PACs are drawn upon the Receiver's account with the applicable RDFI and deposited in Company's Account, but do not contain the signature of the Receiver. TM-1423 ACH Origination Sen/ices Service Description Psge 6 of 7 Revised 04-16-2018 20. Warranties. 20.1. General. Company acknowledges Bank makes certain warranties under the ACH Rules and other applicable law with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank's reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank's own gross negligence or intentional misconduct. 20.2. Smart Decision Service. If Company subscribes to Bank's Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for processing. Including, but not limited to, Electronic Images that are legible and contain machine- readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) will comply with the ACH Rules and Regulation E at all times Bank provides the Service. 20.3. WIICR-Split Processing Service. If Company uses Bank's MICR-Split Processing Service, Company warrants that (a) Company has obtained the appropriate authorization from each person owning or holding the account shown In the debit Entry data delivered by Company to Bank, and such authorization will be operative at the time of Bank's issuance of the PACs; and (b) Company Is not a "telemarketer" for purposes of the Federal Trade Commission's Telemarketer Sales Rule (16 C.F.R. Part 310). 21. Indemnification. Company acknowledges Bank Indemnifies certain persons under the ACH Rules. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank's own gross negligence or Intentional misconduct. 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 any material breach in a representation, warranty, covenant, or obligation of Company contained In this Service Description. 22. Termination. In addition to the termination provisions contained In the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole discretion: (a) the number of returned debit Entries originated under this Service Description is excessive; or (b) Company has breached a warranty provided under the ACH Rules or this Service Description or othen/vise failed to comply with the ACH Rules. 23. Survival. Sections 4, 5, and 7-21 will survive termination of the Services. © 2018 Wells Farao Bank. N.A. All riahts reserved. TM-1423 ACH Origination Services Service Description Page 7 of 7 Revised 04-16-2018 TARGET BALANCE ACCOUNT SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Welis Fargo Bank, N.A. ("Bank") Target Balance Account 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 Service. If Company maintains multiple accounts at Bank, Company may designate in writing one such account as its "Principal Account" and one or more additional accounts as "Target Balance Accounts". For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company wishes to maintain in such account (the "Target Balance"). At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. If the applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an overdraft or exceed the Collected Balance then on deposit in the Principal Account. © 2014 Wells Fargo Bank, NA All rights reserved. TM-1414 Target Sa/ance Account Service Description Page 1 of 1 Revised 04-30-2014 WellsTAx'^ SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") WellsTAX 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 Service. With the Service, Company may transfer funds (each, a "Transfer") from its deposit account(s) with Bank (each, an "Account") to pay its federal payroll taxes to the Internal Revenue Service ("IRS") and to pay certain other federal, state or other taxes listed from time to time in the WelisTAX User Guide. 3. Means for Initiating Transfers. Bank will originate Transfers from Company's Account(s) (each, a "Credit Entry") to third parties' (each a, "Receiver") accounts using the automated clearing house ("ACH") system. All Transfers will be made in accordance with the terms of this Service Description and, where applicable, the Operating Rules of the National Automated Clearing House Association ("NACHA Rules"). 4. Procedures for Initiating Transfers. Company may initiate Transfers using Bank's Commercial Electronic Office® ("CEO"®) service or a touch-tone telephone. In order to initiate a Transfer, Company must use an access code, user name, password, token and/or other secure protocol (collectively referred to as "Security Credentials"). 5. Security Procedures. 5.1. Company will manage and control the access to the Service by means of its Security Credentials. TM-1520 WellsTAX Service Description Rage 1 of 4 Revised 04-30-2014 5.2. Company assumes the entire responsibility at all times for the supervision, management, control and confidentiality of its Security Credentials and the fraudulent or unauthorized thereof. Company understands the failure to protect its Security Credentials may allow an unauthorized person or entity to access the Service. Company agrees to develop and put in place internal procedures to limit this risk, including, without limitation, (a) changing the password at least once every 90 days, (b) disabling access for each person who is no longer authorized by Company to access the Service, and (c) protecting the confidentiality of the Security Credentials. Company also agrees to notify Bank immediately if it knows or suspects that the confidentiality of its Security Credentials has been breached. 5.3. Company agrees that all persons or entities employed by Company to prepare, process or transmit Company's Credit Entries to Bank will be deemed Company agents and will be subject to the same requirements as Company under this Service Description, including, among other things, compliance with the Security Procedures and the NACHA Rules. 6. Accuracy of Data. Company will provide to Bank the data and Information necessary to enable Bank to inform the government agency or entity to be paid of the payment of the tax within the time period required by any rule or regulation governing the payment. Company authorizes Bank to rely on the accuracy of such data and information furnished by it. 7. Transfer Deadline. Any Transfer initiated on any Business Day (a day on which Bank is open to provide the Service, other than Saturdays, Sundays or federal holidays) after the cutoff hour Bank establishes, or any time on a non-Business Day, will be deemed initiated on the following Business Day. Transfers must be initiated by the applicable deadline ("Transfer Initiation Deadline") as follows: Transfers to a taxing authority must be initiated at least one Business Day prior to the date payment is due to the taxing authority. 8. Authorized Reporting Agent. In performing the Service, Bank is acting as Company's authorized reporting agent. If Company is a taxpayer mandated by federal law to make FTD payments and submit FTD information through the EFT system. Bank will make Company payments as FTD payments and submit Company payment information through the EFT system, regardless of Company's designation to the contrary. 9. Acceptance of Transfer Requests. 9.1. The Security Procedures describe the steps to be taken to attempt to prevent unauthorized Credit Entries. Company agrees to be bound by any Credit Entry authorized or transmitted by Company or made in Company's name and accepted by Bank in good faith and in compliance with the Security Procedures, even if not properly authorized by Company. If Bank takes any actions beyond those described in the Security Procedures in an attempt to detect an unauthorized Credit Entry or to detect errors in the transmission or content of a Credit Entry, Company agrees that no matter how many times Bank takes these actions (a) they will not become part of the Security Procedures; and (b) Bank will not be liable in any situation for failing to take or correctly perform these actions. Without limiting Bank's general right to reject entries or files under the NACHA Rules, Bank may reject any entry or file which does not comply with the requirements in this Service Description, the NACHA Rules or the Security Procedures, or with respect to which payment is not made in accordance with this TM-1520 WellsTAX Service Description Page 2 of 4 Revised 04-30-2014 Section 9. A request for a Transfer may be delayed or may not be accepted by Bank if the Transfer would exceed the available funds in the Account on the Transfer Initiation Deadline, cause Bank to violate any applicable laws or regulations, or cause Bank to exceed any limitation on its intra-day net funds position established in accordance with Federal Reserve or other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control program. If Bank does not accept a request for a Transfer or must delay making a requested Transfer, Bank will attempt to notify Company. 9.2. Company agrees to pay Bank, in immediately available funds, an amount equal to the full amount of the requested Transfer. Each such payment must be received by Bank on the date of initiation, which must be on or before the Transfer Initiation Deadline. Company expressly authorizes Bank to debit the Account for the total amount of such Transfer on the date of initiation. 9.3. If Bank rejects a Credit Entry Company has requested, Bank will endeavor to notify Company promptly on or before its scheduled Settlement Date, but Bank will have no liability to Company for any such rejection or for any loss resulting from Bank's failure to provide such notice. 9.4. Bank may process Company's Credit Entries either directly or through any mechanism it selects. Company represents and warrants with respect to each Credit Entry that Bank originates for Company that on its Effective Entry Date, on the date it Is originated, and on the dates Bank debits the Account for the Credit Entry, (a) each Receiver has authorized the crediting of its account, and (b) each Credit Entry is in all other respects properly authorized. Company agrees to indemnify Bank for any losses, liabilities, costs or expenses Bank suffers or incurs as a result of any breach of these representations and warranties. 9.5. Bank will determine the funds transfer system or other third party communications systems and the means by which each Credit Entry will be originated. 9.6. Any instruction attempting to restrict Bank's acceptance of Company's Credit Entries or to reverse or delete any Credit Entry must be made In accordance with this Service Description and where applicable, the NACHA Rules. At Company's request. Bank will make reasonable efforts to reverse or delete a Credit Entry, but Bank will have no responsibility for the failure of any other person or entity to comply with Company's request. 10. No Verification of Transfer Requests. Bank Is under no obligation whatsoever at any time to verify any Transfer request, and will have no liability for falling to investigate or verify any Transfer request. 11. Confirmations. Bank will confirm each Transfer by an entry on Company's account statement that Company will receive at regular Intervals (or on any bank information reporting service that Bank provides Company). Company must immediately inform Bank of any Transfer that is incorrect or not authorized by Company. 12. Debits to Accounts for Transfers. Company hereby authorizes Bank to debit the Account for all Transfers made by Bank from such Account. Company agrees to maintain in each Account at all times good and sufficient funds to cover all Transfers out of such Account. If sufficient good funds are not maintained in an Account to cover fully a Transfer out of such Account, Bank TM-1520 WellsTAX Service Description Page 3 of 4 Revised 04-30-2014 will have no obligation to perform the Service for Company or to make any Transfer out of such Account for Company even if Company has Instructed Bank to do so. 13. Amendments and Cancellations of Transfer Requests. After Bank has made a Transfer, It cannot be canceled, amended or reversed. 14. Records, Information and Audits. Company agrees to determine promptly the accuracy of all records and Information regarding the Service or any Transfer delivered by Bank to Company and to notify Bank Immediately of any errors in such records or Information. Nothing In this Service Description will relieve Company from (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 simliar to Company's business. 15. Responsibility for Paying Taxes. Any Interruption In the Service will not relieve Company of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and Bank will have no liability to Company for any faliure by Company In such circumstances to pay any tax. 16. Changes to Information. Except as provided otherwise In this Agreement, the Information on any Set-Up Form can only be changed by delivering a new Set-Up Form to Bank. Each completed Set-Up Form must be sent to Bank. 17. Survival. Sections 9.4. and 10 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1520 WellsTAXService Description Page 4 of 4 Revised 04-30-2014 WIRE TRANSFER SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Wire Transfer service ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer 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. 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. 2. Description of the Service. The Service enables Customer to Instruct Bank to transfer funds by wire. Customer agrees 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. In this Service Description, an instruction to Bank (including any communication cancelling or amending an Instruction) In Customer's name to transfer funds from Customer's account at Bank or Bank's affiliate (each, an "Account") is a "Payment Order." Section 5 of this Service Description describes (a) the means Bank offers to Customer for transmitting Payment Orders to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Customer's authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a "Security Procedure"). 3. Preparation of Payment Orders; Processing Schedules. Customer will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank's then current processing schedule and any instructions Customer furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank's applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank's applicable cutoff time on Bank's next Business Day. "Business Day" means a day (other than a Saturday or Sunday) on which the applicable branch or subsidiary of Bank is open for general business in the country or jurisdiction in which the Account is maintained. When used in connection with funds transfer services, "Business Day" means each day on which Bank or the Bank office providing or facilitating the service is open for business related to that service. TM-1440 Wire Transfer Services Service Description Page 1 of 4 Revised 07-28-2017 4. Inconsistency of Name and Number. If a Payment Order describes the person to receive the funds that are the subject of the Payment Orders both by name and identifying number, Bank may execute the Payment Order solely on the basis of the Identifying number, even if the number Identifies a person different from the named person. If a Payment Order describes a financial institution both by name and identification number, the Identification number may be solely relied upon to identify the financial institution, even if the identification number refers to a financial Institution other than the named financial institution. 5. Initiation Methods and Security Procedures. This section iists the Initiation Methods and Security Procedures Bank offers for wire transfers. The availability of certain Initiation Methods and Security Procedures may vary by jurisdiction. Customer's elections regarding Initiation Methods and Security Procedures is/are set forth In the Acceptance. 5.1. Voice Initiation Method. Bank's voice Initiation security procedure consists of confirming that the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Customer for voice-initiated Payment Orders. 5.1.1. Telephone Verification Service. If Bank receives a voice-initiated, non- repetitive Payment Order that exceeds the applicable pre-deslgnated limit. Bank will make one attempt to telephone person(s) designated by Customer on the most current setup form for Customer in Bank's records to verify the Payment Order, if Bank is unable to complete the call. Bank will not process the Payment Order. 5.2. CEO Portal initiation Method. The CEO portal is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet Wire Transfer Service through the CEO portal. CEO security procedures include log-on credentials specified by Bank (that may include a Customer ID, user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will Use the CEO security procedures to authenticate each Payment Order received through the CEO portal In Customer's name. 5.3. Direct Origination initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https) FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank In Customer's name. IBM® - Sterling Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to ConnectiDirecP to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect:Direct® is a registered trademark of Sterling Commerce, Inc., an IBM Company. 5.4. Payment Manager® Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure, FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to TM-1440 Wire Transfer Services Service Description Page 2 of 4 Revised 07-28-2017 Bank in Customer's name. Machine-to-Machine ("WI2IVI"). This transmission method uses an XML message interface that is based on the interactive Financial eXchange (IPX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment Order transmitted to Bank in Customer's name. IBM® - Sterling Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to ConnectiDirect® to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). ConnectiDirect® is a registered trademark of Sterling Commerce, Inc., an IBM Customer. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Customer and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Customer to authenticate each Payment Order transmitted to Bank through the VAN in Customer's name. 5.5. Wells Fargo Gateway. Through the Weils Fargo Gateway, Company accesses a Bank-owned Application Programming interface ("API") to securely (a) request that Bank execute Payment Orders on behalf of Company and (b) receive periodic updates from Bank as it processes Payment Orders for Company. The Gateway uses tokenized transmission methods for direct communication between Company's internal payment system(s) and Bank's payment system. The Gateway security procedures require digital authentication of Company and Bank using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process Bank may require from time to time. Company's tokens, API keys, digital certificates, and Company's instruction to Bank do not identify an individual user initiating any request through the Gateway. Bank validates only that Company is authorized to issue Payment Orders and receive periodic updates via the Gateway, not whether a particular user is authorized to initiate the request. 5.6. SWIFT® Initiation Method. SWIFT has established procedures for controlling access to SWIFT messaging services (each, an "Access Control") that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an "Authenticated Message"). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an "Authentication Procedure"). 5.7. Non-Standard Security Procedure. if Customer has refused to utilize any of the security procedures described above, then the Security Procedure Customer will use is described on Attachment B to the Acceptance. 6. Authorization to Pay. Customer authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the applicable Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of TM-1440 Wire Transfer Services Service Description Page 3 of 4 Revised 07-26-2017 Customer at Bank or an affiliate) even if a debit results in an overdraft on the execution date. Customer will maintain sufficient available funds In the account specified in the Payment Order at the time of each debit. 7. Customer's Duty to Report Erroneous or Unauthorized Transfer Instructions. Customer will exercise reasonable care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding 14 days after Customer receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Customer will be liable to Bank for the loss Bank incurs as a result of Customer's failure to act insdf accordance with this section. 8. Rejected Payment Orders, if a Payment Order is rejected for any reason Bank will attempt to notify Customer promptly so Customer may cure the defect but will have no liability to Customer for a rejected Payment Order or any loss resulting from Bank's failure to provide notice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Customer, except Bank may, at Customer's request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or Inability to do so. 10. Drawdown Requests. A "drawdown request" is an Instruction from Customer to another depository Institution to debit (a) an account at that institution and transfer the funds to Bank (each, an "outgoing drawdown request") or (b) the Account and transfer the funds to that institution (each, an "incoming drawdown request"). In this Service Description, "Payment Order" includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Customer separately provides in writing. The authority to execute the incoming drawdown request will continue until Bank receives express written notice from Customer that such authority is revoked. 11. Limitation of Bank's Liability. If Bank executes Customer's Payment Order by sending instructions to another financial institution. Bank may send the payment order by any transmission method and by any route Bank in its sole discretion considers reasonable. Bank 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 Bank has received confirmation of the effective cancellation of the Payment Order and Bank is in free possession of the funds debited or earmarked in connection with the Payment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order, Bank's sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If Bank executes a Payment Order In excess of the amount stated in the Payment Order, to the extent Customer does not receive the benefit of the Payment Order, Bank will only be liable for any loss of the principal amount transferred In excess of the amount stated in the Payment Order. Additionally, Bank will be liable for the amount of interest Customer has lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, Bank's liability for loss of interest will be limited to 20 calendar days' Interest. This section sets forth Bank's complete liability for a Payment Order Issued or received under this Service Description. 12. Survival. Sections 4, 5, 6, 7, 8, 9,10, 11 and 12 will survive the termination of Services. © 2017 Wells Fargo Bank, NA All rights reserved. TM-1440 Wire Transfer Services Service Description Page 4 of 4 Revised 07-28-2017 WELLS FARGO 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) □ DDA □ G/L 2) □ DDA □ G/L 3) □ DDA □ G/L 4) □ DDA □ G/L 5) □ DDA □ G/L 6) □ DDA □ G/L 7) □ DDA □ G/L 8) □ DDA □ G/L 9) □ DDA □ G/L 10) n DDA n G/L 11) □ DDA □ G/L 12) □ 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. Mall Advice (this paper based service Is no longer available to add) □ Delete Mall Advice C. Authorized Caliers (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- Repetltlve Wire Initiation. Complete by checking appropriate box: R = Repetitive / B = Both Repetitive & Non- Repetltlve. Authorized Callers first & last name Caller $ Limit Phone Number including area code Initiation Type V R B □ ADD □ DELETE $□ □ □ ADD □ DELETE $□ □ □ ADD □ DELETE $□ □ □ ADD □ DELETE $n □ □ ADD □ DELETE $□ □ © 2018 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173 (Rev 08 - 02/18)Page 1 of 5 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 $ Limit Phone number including area code □ ADD □ DELETE $ □ ADD O DELETE $ □ 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. © 2018 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173 (Rev 08 - 02/18)Page 2 of 5 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-repetltlve wire transfer order Is authorized when the amount of the wire exceeds the wire transfer order limit designated in Section D of Part 1. 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. IBAN, RTN, or SWIFT BIC) you provide in connection with an Order wiii 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 Weils 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. 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 attorney's 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). © 2018 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173 (Rev 08 - 02/18) Page 3 of 5 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") at Wells Fargo's selling rate for exchange In effect on the date the Order is executed by Wells Fargo. If the financial Institution designated to receive the funds does not pay the beneficiary specified In the Order and the Order is payable In Foreign Currency, 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 Wells Fargo's buying rate for exchange at the time the cancellation of the Order is confirmed by Wells 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 goveming 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 Wells 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 mall a receipt for an Outgoing Consumer International Wire within 30 days after payment Is made for the Outgoing Consumer International Wire. 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. © 2018 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173 (Rev 08 - 02/18) Page 4 of 5 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 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 X Date Signature X Date Bank Approval - Forms submitted without Customer and Banker signatures or older than 90 days will be returned unprocessed. Customers' 1** ID ID Type ID Number Issued by State / Country Expiration Date Customers' 2"^ ID ID Type ID Number Issued by State / Country Expiration Date Banker/Officer's Phone # Banker/Officer's Fax #Bank MAC Document Prepared by & phone # (in case of questions about this setup) 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. Banker/Officer's Printed Name Banker/Officer's Signature — Required Date X 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 imawtresetuDs@wellsfarGo.com. The form must be submitted from a valid Wells Fargo Fax or email address. File copies in your location's record retention file. © 2018 Welis Fargo Bank, N.A. Ail rights reserved. Member FDIC. WTR8173 (Rev 08 - 02/18)Page 5 of 5 INFORMATION REPORTING and IMAGE DELIVERY SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Information reporting and Image delivery ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer 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. 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 Bank's 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. 2. Description of Services. Through the Service, Bank makes available to Customer data regarding transactions on and/or images of Items posted to (or other instruments processed through) deposit account(s) at Bank that Customer enrolls in the Service (each, "Account"). The data and Images are referred to collectively in this Service Description as "information." The methods used to make information available to Customer include without limitation BAI File Transfer, Bank's CEO portal, physical media (CD-ROM and DVD), transmission. Machine- to- Machine ("M2M"), and an Application Programming Interface ("API") through Bank's Gateway. Depending on the Service Customer elects, the information may include images of items or other instruments (a) posted to or processed through the Account; (b) cashed or collected by Bank or accepted for deposit to the Account; and (c) returned unpaid to the Account. "Item" is defined in Customer's Account agreement. Images of posted Items that have been converted pursuant to the National Automated Clearing House Association Rules may not be available through the Service. Bank also offers an optional service through which Customer can place stop payment orders. 3. Software Sublicense. if a software license or sublicense is required for Customer to access the Service ("Software Sublicense"), Bank will make the terms of the Software Sublicense available to Customer as part of the set up process for the Service. Customer will be required to accept the Software Sublicense before being allowed to access the Service. Bank may terminate any Service requiring use of a Software Sublicense immediately on written notice to Customer, including without limitation if Customer fails to comply with the Software Sublicense. ^ TM-1431 Information Reporting and Image Delivery Service Description Page 1 of 2 Revised 08-16-2017 4. Stop Payment Orders. If Customer elects a Service through which Customer is able to place stop payment orders, Customer's rights and Bank's obligations with respect to any stop payment order wiil be determined in accordance with the appilcable Account agreement. 5. Survivorship. Sections 3 and 4 wili survive the termination of the Service. © 2017 Wells Fargo Bank, N.A. All rights reserved. TM-1431 Information Reporting and Image Delivery Service Description Page 2 of 2 Revised 08-16-2017 ACCOUNT RECONCILIATION PLAN SERVICE SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Account Reconciilation Plan 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 Services. Bank's ARP Services enable Company to use Bank to (a) store information about items Company issues on demand deposit accounts that Company enrolls in the Services (each, an "Account"); and (b) process the information in accordance with the Service option(s) that Company elects during the set up process for the Services and from time to time thereafter. Bank's User Guide for the Services details the Service options. "Item" is defined In Bank's Commercial Account Agreement. 3. Issued Check Information. If Company elects Bank's full ARP Service, each Business Day prior to the cutoff time Bank separately discioses,Company will provide Bank with the issue date, serial number and dollar amount of each item Company Issues on the Account ("Issued Check Information") using the communication channel(s) Company elects. If Company elects Bank's Deposit Location Reporting Service, Company will provide Bank with a list of Company's location numbers and names and may amend the list from time to time by notifying Bank in writing. 4. Stop Payment Orders. If Company uses the Service to place a stop payment order on any Item, Company understands that (a) Bank's Commercial Account Agreement governs the stop payment order; (b) each stop payment order is subject to Bank's 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 Company transmits the stop payment order to Bank. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1408 Account Reconciliation Plan Service Description Page 1 of 1 Revised 04-30-2014 \ \ CheXstor® service DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") CheXstor 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 Service. The Service enables Company to have Bank maintain microfilm records of all Items paid on each deposit account of Company at Bank that Company enrolls in the Service (each an "Account"). Bank will maintain microfilm records for a period of seven years or any longer period required by applicable law ("Record Period"). Each Item Bank microfilms will be shredded and recycled. As part of the Service, Bank will provide a photocopy of any Item posted against the Account which Company requests during the Record Period. Company may request a photocopy electronically via Bank's Commercial Electronic Office® or by contacting Bank at the telephone number on Company's account statement. 3. Liability, if Bank fails to provide in a timely manner a copy of an Item Company requests during the Record Period, Bank will reimburse Company for (and Bank's liability will be limited to) any direct monetary loss Company incurs as a result of the Item's unavailability (not to exceed the amount of the Item). Bank will require Company to substantiate any claimed loss. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1410 CheXstor Service Description Page 1of1 Revised 04-30-2014 WELLS FARGO CHECK CASHING SERVICE DESCRIPTION 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 Descn'ption Page 1 of 2 Revised 09-10-2014 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 Page 2 of 2 Revised 09-10-2014 POSITIVE PAY SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Positive Pay services (each, a "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 Sen/ice after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to instruct Bank to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to Bank for payment on the deposit account(s) at Bank that Company enrolls In the Service (each, an "Account"). Each Business Day, Bank electronically compares the serial number and numeric amount of each Check presented to Bank for payment before Bank's separately- disclosed cutoff time on the prior Business Day to Company's Check Issue Data (see section 5). In accordance with section 7, Bank will notify Company of each Check that does not match Company's Check Issue Data (each, an "Exception Item") and will pay or return each Exception Item in accordance with this Service Description. Bank separately reviews each "directly- presented Check" (see section 10). "Check" refers to each check presented for payment on Company's Account, whether it is counterfeit, not validly issued, altered or validly issued by Company. A "Business Day" is every day except Saturdays, Sundays, and federal holidays. Except as otherwise provided in this Service Description, enrollment in Bank's Account Reconcilement Plan ("ARP") Service Is required. 3. Service Options. Company may enroll an Account in one of two options of the Service. The Service options differ based on (a) when Bank electronically compares a Check to Company's Check Issue Data (before or after posting the Check to Company's Account); (b) Bank's handling of errors on Checks; (c) the content of Bank's report to Company of discrepancies between a Check and Company's Check Issue Data ("Exceptions Report"); and (d) the time by which Company must notify Bank of Company's pay or return decision ("Decision Deadline"), as TM-1418 Positive Pay Service Description Page 1 of 5 Revised 03-15-2018 specified In the Exceptions Report. Each discrepancy is an "Exception," and each Check with a discrepancy is an "Exception Item." Bank reserves the right to determine the nature of the review It performs of any Check based on the channel through which Bank receives the Check and other criteria Bank establishes from time to time. 3.1. Perfect Presentment® Positive Pay. Bank electronically compares a Check to Company's Check Issue Data prior to posting the Check to Company's Account. Each Check with error(s) that Bank can correct, such as an encoding error, will be corrected, so that the Exceptions Report Includes only unresolved Exception items. This option is offered only on an Account enrolled in Bank's Controlled Disbursement Service. 3.2. Positive Pay and Positive Pay Only. Bank electronically compares a Check to Company's Check Issue Data after posting the Check to Company's Account. Bank then reviews each Exception Item, and reverses and reposts each Exception Item with error(s) that Bank can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Items. Enrollment In Bank's ARP Service is not required for Positive Pay Only. 4. Payee Validation. In addition to performing the electronic comparison described in section 2, Bank electronically compares the payee's name on each Check exceeding the dollar amount established by Bank (the "Payee Validation threshold") to the payee's name in Company's Check Issue Data. Bank will not perform this electronic comparison or any other Payee Validation review on a Check that Is less than the Payee Validation Threshold. If there is a discrepancy between the two names that Is not within parameters Bank establishes, Bank will (a) Include the Check as an Exception Item in Company's Exceptions Report (and the discrepancy will constitute an Exception), or (b) manually review the Check. Bank will not perform Payee Validation with respect to a Check If (c) Company falls to Include the payee's name on the Check In Company's Check Issue Data; (d) Bank does not receive Company's Check Issue Data for the Check before the cutoff time Bank separately discloses; or (e) Company requests Bank add the payee's name manually to Check Issue Data Company has previously provided to Bank. Bank will reimburse Company for the face amount of any Check under the Payee Validation threshold Bank pays If Company notifies Bank it has Incurred a loss as a result of an unauthorized alteration of the payee's name on the Check, except If the Check with the unauthorized alteration is hand-written or If Bank fails to Identify an alteration or other exception in the payee's name because Company has (x) truncated the payee's name in Company's Check Issue Data, or (y) elected to use customized zone formatting (as detailed in Bank's Customer Guidelines for the Service). 5. Check Issue Data. The "Check Issue Data" for any Check is the Check's complete serial number and numeric amount, and If Company has selected Payee Validation, the payee's name (or truncated name). As detailed in Bank's User Guide for the Service, a "truncated name" is the portion of a payee's name Company Includes in its Check Issue Data based on the option it has elected from the options for truncation Bank offers. Each Business day not later than the cutoff time Bank separately discloses. Company will provide Bank with the Check Issue Data for all issued Checks In the format, through the medium, and at the place(s) Bank specifies. Company will not distribute any Check before It has Included the Check In the Check Issue Data it has provided to Bank. In performing the Service, Bank will use only the Check Issue Data Company provides to Bank. Bank will not electronically or manually compare a Check with an Issue date after the current Business Day against the Checks presented for payment on the Account until the issue date contained on Company's future-dated Check register matches the current Business Day's calendar date. Bank will not accept Check Issue Data containing an Issue date more than forty-five (45) calendar days In the future. TM-1418 Positive Pay Service Description Page 2 of 5 Revised 03-15-2018 6. Payment of Matching Checks. If a Check presented to Bank matches the Check Issue Data Company has provided to Bank (a "Matching Check"), Bank will make final payment on the Check and charge the Check to Company's Account (subject to section 13). 7. Notification of Exception Item; Image of Exception Item. 7.1. Electronic Comparison. When Bank identifies an Exception Item through Its electronic comparison process, Bank notifies Company of the Exception Item through the Exceptions Report Bank makes available to Company via Bank's Commercial Electronic Office® (CEO®) portal. 7.2. Manual Review. When Bank manually reviews a Check in accordance with section 4 and identifies a payee name discrepancy, Bank will use its best efforts but in no event make more than one attempt to notify Company of the discrepancy by telephoning Company at the number Bank has on file for Company. 7.3. Holdover Exception Items. This subsection applies when Company has enrolled its Controlled Disbursement Account in Bank's Perfect Presentment Positive Pay Service. A "Holdover Exception Item" is an Exception Item Bank identifies after Bank prepares and transmits the Exceptions Report to Company. Bank will use its best efforts but in no event make more than one attempt to notify Company of each Holdover Exception Item by telephoning Company at the number Bank has on file for Company. 7.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of any Exception Item (Including a Holdover Exception Item) to Company, but Bank will have no liability if Bank is unable to do so prior to Company's Decision Deadline. 8. Default Options. A "Default Option" is the action Bank takes with respect to each Exception Listed in the Exceptions Report (see subsection 7.1) if Company does not instruct Bank to pay or return it before the Decision Deadline applicable to it (see subsection 9.3). Bank offers two Default Options: (a) "Return", under which Bank returns the Exception Item to the bank of first deposit marked "refer to maker" even if Company validly issued the Exception Item (and does not charge it to Company's Account); or (b) "Pay", under which Bank charges the Exception Item to Company's Account (even if it is counterfeit, altered or not validly issued). 9. Company's Instructions to Bank; Failure to Instruct By Decision Deadiine. 9.1. Company's Pay or Return Decision. Company wiil make its pay or return decision based on the information about the serial number and amount of the Exception Item in the Exceptions Report, and if Company has elected Payee Validation, on any payee information Bank provides to Company. 9.2. instructions Prior to Decision Deadiine. If, prior to Company's Decision Deadline, Company instructs Bank to pay or return an Exception Item, Bank will follow Company's instructions (subject to section 13). For each Exception Item, Company will use the same communications channei to instruct Bank that Bank used to notify Company of the Exception Item. If Bank included the Exception Item on the Exception Report Bank makes available to Company via the CEO® portal. Company will use the CEO® portal to communicate its instruction regarding the Exception Item to Bank. If Bank attempted to contact Company by telephone, Company will telephone Bank to communicate its instruction. TM-1418 Positive Pay Service Description Page 3 of 5 Revised 03-15-2018 -r' 9.3. No Instructions Prior to Decision Deadline. If Company does not instruct Bank prior to Company's Decision Deadline with respect to an Exception Item described in subsection 7.1, Bank will process the Check in accordance with Company's Default Option. If Bank Is unable to obtain Company's instructions prior to the Decision Deadline regarding an Exception Item described In subsection 7.2, Bank will return the Exception Item unpaid (regardless of Company's Default Option). If Bank Is unable to obtain Company's instructions prior to the Decision Deadline regarding a Holdover Exception Item described In subsection 7.3, Bank will process the Holdover Exception Item in accordance with Company's Default Option. 10. Directly-Presented Checks. A "directly-presented Check" is a Check Bank receives for deposit or encashment at a Bank branch or through a depository channel that may present higher risk as Bank determines in Its sole discretion from time to time. The risk is Bank may be required to make proceeds from a directly-presented Check available before Company could review and timely decision Bank's Exceptions Report on which Bank would identify the directly- presented Check as an Exception Item. When Company's Check Issue Data on file with Bank does not include a directly-presented Check at the time Bank receives the Check, Bank will (a) take those steps as Bank, in its sole discretion, determines are commercially reasonable to review and accept the Check for deposit or encashment, or (b) refuse to accept the Check for deposit or encashment. Bank may vary these steps depending on the channel through which Bank receives a directly-presented Check. Company may Instruct Bank to exclude all directly- presented Checks from this process, in which event each directly-presented Check will be deemed to be a Matching Check, even if It is not included in Company's Check Issue Data on file with Bank at the time Bank receives It for deposit or encashment. 11. Limitation of Liability and Indemnification. Bank will pay each Check Company has authorized Bank to pay in accordance with this Service Description (including each Matching Check) and each Check Company is deemed to have authorized Bank to pay (including each Check Bank pays in accordance with Company's Default Option) without performing any Check verification procedure other than those procedures described in this Service Description. Bank will have no liability for paying a Matching Check or an Exception Item Company is deemed to have approved if (a) there is an alteration in its serial number or amount; (b) it is counterfeit, bears a forged or unauthorized signature; or (c) it was otherwise not validly issued. Each Check that Bank pays in accordance with this Service Description will be deemed properly payable, and each Check that Bank returns in accordance with this Service Description will be deemed not to be properly payable. Without limiting the Indemnification provisions contained in the other Service Documentation, Company (i) indemnifies and holds Bank harmless from any and all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (Including reasonable fees and disbursements of legal counsel and accountants) that Bank may suffer or incur as a result of Bank's payment or return of a Check at Company's instruction or otherwise in accordance with sections 9 or 10 of this Service Description, and (ii) releases and forever discharges Bank from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which Company has, or claims to have against Bank relating to the payment or return of any Check in accordance with this Service Description. 12. Stop Payment; Cancel and Void Instructions; Stale-Dated Checks. Company will not use the Service as a substitute for Bank's stop payment service. Company will follow Bank's standard stop payment procedures if it desires to stop payment on a Check that was validly Issued. Company will use (a) a cancel Instruction only to delete an outstanding Check included ^ " in its Check Issue Data and (b) a void instruction only to notify Bank that a Check included in Company's Check Issue Data has been destroyed and will not be re-issued. Bank will have no TM-1418 Positive Pay Service Description Page 4 of 5 Revised 03-15-2018 liability for failing to follow Company's cancel or void Instruction for any Check on which Bank has made final settlement, if Company elects to use Bank's "stale<dated" feature, Bank will return each Matching Check other than a directly presented Check that is stale-dated unless Company instructs Bank to pay the Check. A Check Is "stale-dated" when it is a Matching Check with an issue date exceeding the number of months Company elects as its stale date. 13. Bank's Right to Return Checks. Nothing in this Service Description will limit Bank's right to return any Check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines (a) the Check is not properly payable for any reason (without Bank's agreeing to, or being required to, make such determination in any circumstance), or (b) there are insufficient collected and available funds in the Account to pay the Check. As between Company and Bank, any determination by Bank not to pay a Check will not constitute wrongful dishonor of such Check. 14. Survival. Sections 4, 5, 7, 9,10,11 and 13 will survive termination of the Service. © 2018 Wells Fargo Bank, N.A. All rights reserved. TM-1418 Positive Pay Service Description Revised 03-15-2018 Page 5 of 5 PAYMENT AUTHORIZATION SERVICE DESCRIPTION WELLS FARGO 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Payment Authorization 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 Service. Company may, by executing and delivering to Bank a Payment Authorization Service Set-up Form, elect to utilize the Service for deposit accounts which Company maintains at Bank (each an "account"). Under the terms of the Service, Bank will without Company's specific approval as to any particular Item, (a) automatically retum unpaid (marked "REFER TO MAKER") items drawn against the account which are presented to Bank, and which exceed the "Maximum Dollar Authorized Payment Amount" specified on the Setup Form, (b) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum Check Cashing Amount" specified on the Setup Form, (c) refuse withdrawal requests against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum over the Counter Withdrawal Amount" specified on the Setup Form, and/or (d) refuse encashment of items drawn against the account which are presented to Bank through its branch/store network, and which are made payable to an individual. -r" © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1420 Payment Authorization Sen/ice Description Page 1of1 Revised 04-30-2014