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Wells Fargo Bank/Banking Services 0312/22/2003 16:47 FAX 213 614 3555 ZGVERNMENT BANKING 9 001 (Nark C. Hewiett Vice President Relationship Manager December 22, 2003 John Falconer Finance Director City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Dear John: Govemment Banking MAC E2818-114 707 Wilshire Blvd.,11th Floor Los Angeles, CA 90017 213 614-2234 213 614-3555 Fax mark.c.hewlett@welisfargo.com Please accept this letter, along with the Banking Services Agreements that we have previously provided you following our Proposal for Banking Services and our interview with the City's Investmerit Oversight Committee, as authorization from Wells Fargo Bank that these are the proper and appropriate documents to consummate the banking services between Wells Fargo Bank and the City of La Quinta. Please give me a call if you have any questions. Thank you. Sincerely, Mark C. Hewlett Vice President Message Page 1 of 1 John Falconer From: hewletma@welisfargo.com Sent: Monday, December 22, 2003 4:28 PM To: John Falconer Subject: RE: Bank Contract John: Please accept this e-mail as authorization from Wells Fargo Bank for the Banking Services Agreements for the City of La Quina that we have provided to you following our Proposal for Banking Services and our interview with the City's Investment Oversight Committee. Thank you, Mark Mark C. Hewlett Vice President Wells Fargo Bank - Government Banking 707 Wilshire Blvd., 11 th Floor MAC# E2818-114 Los Angeles, CA 90017 213/614-2234/213-614-3555 (fax) -----Original Message ----- From: John Falconer [mailto:jfalcone@la-quinta.org] Sent: Monday, December 22, 2003 3:24 PM To: mark.c.hewlett@wellsfargo.com Subject: Bank Contract Mark Attached is a PDF file with bank contract and list of charges. Would you please e-mail or send to me a letter authorizing the contract from Wells Fargo Thanks John 12/22/2003 Commercial Account Agreement Commercial Account Agreement General In this Commercial Account Agreement ( "Agreement" ), "Company" refers to the owner (accountholder) of a Wells Fargo bank commercial deposit account (the "account"), and "Bank" refers to the Wells Fargo bank at which Company maintains the account. This Agreement contains the terms and conditions governing the account and replaces any prior agreements regarding the account. All fees and other charges for the account and the Services referenced below are detailed in Bank's separate fee and information schedule which has been provided to Company. By using the account or a Service after receipt of this Agreement, Company is deemed to have agreed to all terms and conditions set forth in this Agreement, as may be modified or supplemented by Bank from time to time. This Agreement incorporates by reference the applicable fee and information schedule, collection schedule, funds availability policy, and rate sheets for interest -bearing accounts that have been separately provided to Company concerning the account. Dispute Resolution Program: Arbitration Agreement Company and Bank further agree: Non Judicial Resolution of Disputes: Maintaining good relationships is very important to Bank. Company must contact Bank immediately if Company has a problem with one of its accounts or a Service Bank provides. Often a telephone call to Company's relationship manager at Bank resolves the matter quickly and amicably. However, if Company and Bank are not able to resolve such differences informally, Company agrees, by opening or maintaining a commercial deposit account with Bank or by accepting a Service from Bank, that any dispute between Company and Bank, regardless of when it arose, will be settled using the following procedures. Company understands and agrees that both Company and Bank are waiving the right to a jury trial or a trial before a judge in a public court. Disputes: A dispute is any unresolved disagreement between Company and Bank that relates in any way to this Agreement, Company's account(s), Services, or to. Company's use of any Bank branch, Bank ATM, online Internet banking or any other method Company may use to access Bank. It includes any claim that rises out of or is related to Company's account(s), Service(s) or related agreements. It includes claims based on broken promises or contracts, torts (injuries caused by negligent or intentional conduct), or other wrongful actions. It also includes statutory, common law and equitable claims. A dispute also includes any disagreement about the meaning of this Arbitration Agreement, and whether a disagreement is a "dispute" subject to binding arbitration under this Arbitration Agreement. Binding Arbitration: Binding arbitration is a means of having an independent third party resolve a dispute without using the court system, judges or juries. Either Company or Bank may require the submission of a dispute to binding arbitration at any reasonable time notwithstanding that a lawsuit or other proceeding has been commenced. If either Company or Bank fails to submit to binding arbitration following a lawful demand, the one who fails to submit bears all costs and expenses incurred by the other compelling arbitration. 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 of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. Each arbitration, including the selection of the arbitrator(s), shall be administered by the American Arbitration Association (AAA), according to the Commercial Arbitration Rules and the Optional Rules For Emergency Measures Of Protection of the AAA ("AAA Rules"). To the extent that there is any variance between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement shall control. Arbitrator(s) must be licensed attorney(s) of the state in which the Bank office where Company executed this Agreement is located with expertise in the substantive laws applicable to the subject matter of the dispute. Company and Bank agree that in this relationship each is participating in transactions involving interstate commerce, and that each arbitration is governed by the provisions of the Federal Arbitration Act (Title 9 of the United States Code), and, to the extent any provision of that Act is inapplicable, unenforceable or invalid, the laws of the state that govern the relationship between Company and Bank about which the dispute arose. To find out how to initiate an arbitration, please call any office of the AAA. Right Of Set Off Preserved: This Arbitration Agreement and the exercise of any of the rights Company or Bank have under this Arbitration Agreement do not stop Company or Bank from exercising any lawful rights either has to use other remedies available to preserve, foreclose or obtain possession of real or personal property; exercise self-help remedies, including set-off and repossession rights; or obtain provisional or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment or court appointment of a receiver. Miscellaneous: Company and Bank agree to take all steps, and execute all documents, necessary for the implementation of arbitration proceedings. The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for judgments on the pleadings, summary judgment or partial summary judgment. The AAA, arbitrator(s), Company and Bank, must take all feasible steps to assure that an arbitration proceeding, as described herein, is completed within 180 days of filing the dispute with the AAA and may not disclose the existence, content or results of the arbitration, except for disclosures of information by Company or Bank required in the ordinary course of business or by applicable law or regulation. Arbitration proceedings are conducted in the state in which the Bank office where Company executed this Agreement is located, at a location determined by the AAA. All statutes of limitations applicable to any dispute apply to any arbitration between Company and Bank. The provisions of this Arbitration Agreement shall survive termination, amendment or expiration of this Agreement, Company's account relationship or any other relationship between Company and Bank. This Arbitration Agreement constitutes the entire agreement between Company and Bank and supersedes all prior arrangements and other communications concerning dispute resolution. In the event more than one arbitration agreement has been entered into between Company and Bank, the one most directly related to the account or transaction that is the subject of the dispute shall control. Modification of Terms. Bank reserves the right to add, change, or delete (individually and collectively referred to as a "modification") the terms and conditions described in this Agreement and the fees contained in any fee and information schedule. Except in the case of modifications in FDIC charges, Bank will send Company prior notice of any such modification. If Company does not wish to be bound by modification, it may discontinue using the Service affected by the modification or close the account before the effective date of the modification. Company's continued use of the account, or, if the modification only affects a specific Service, Company's use of that Service, after the modification becomes effective will be deemed to be Company's agreement to it. Laws Governing the Account. The account is governed by the laws and regulations of the United States and, to the extent applicable, the laws of the state in which the office of the Bank that maintains the account is located (unless Bank has notified Company in writing that the laws of another state shall govern the account), without regard to conflicts of laws principles. Company and Bank agree that any lawsuits, claims, or other proceedings arising from or relating to the account or this Agreement will be venued exclusively in the state or federal courts in the state whose laws govern the account. Any term or condition contained in this Agreement which is inconsistent with applicable law or regulation will be deemed modified and applied in a manner consistent with such law or regulation. Any term or condition deemed unenforceable or invalid will not affect the enforceability or validity of the remaining provisions of this Agreement. Verification of Transactions; Right to Reverse Erroneous Credits. All transactions, including without limitation those for which Bank has provided a receipt, are subject to Bank's final verification. Bank is not responsible for a deposit until it has been received and verified by a Bank employee. A receipt received at the time of deposit is not evidence that a deposit has been verified. Bank may reverse or otherwise adjust any credit it believes it has erroneously made to the account at any time without prior notice to Company. Affiliates. Deposits and withdrawals may be made at a bank affiliated with Bank (an "affiliate"), provided the affiliate agrees. If a deposit is made at an affiliate, the availability of the deposit for withdrawal will be described in the affiliate's funds availability policy. If an affiliate cashes an Item for Company, Bank may place a hold on the account for a corresponding amount of funds. If the Item is later returned to the affiliate for any reason, Bank may debit the account at Bank for the amount of the Item. Statements and Items Paid. Statements, notices, and other information regarding the account will be mailed to the address reflected in Bank's records for the account, unless Bank agrees otherwise in writing. Company agrees to promptly examine each statement received from Bank and to promptly report any erroneous credit or debit. Company also agrees that within thirty (30) days after Bank mails or otherwise makes the statement available, Company will report to Bank any claim for credit or refund due to an erroneous or unauthorized debit, a missing signature, an unauthorized signature, or an alteration. Statements are deemed to have been mailed on the first business day following the statement date. Within six (6) months after Bank mails or otherwise makes the statement available, Company will report to Bank any claim for credit or refund resulting from a forged, unauthorized, or missing endorsement. Such reports are to be made by (i) calling the telephone number listed on Company's account statement for such purpose and (ii) submitting a written report to Bank as soon as possible, but in any event, within the time frames described in this section. Without regard to care or lack of care on the part of Bank, if Bank does not receive notice within the time frames specified above, Bank is released from all liability for the Items charged to the account and for all other transactions or matters covered by the statement. Check Endorsement Requirements. By Federal regulation, the area on the back of an Item between 1-1/2 inches from the "trailing edge" and 3 inches from the "leading edge" is reserved for depository bank endorsement (the "Depository Bank Endorsement Area") and must be kept clear and unobstructed. The endorsement of the payee or depositor should be placed on the back of the Item along the "trailing edge" but must not be placed in the Depository Bank Endorsement Area. If Company marks or obscures the Depository Bank Endorsement Area or Company cashes or deposits an Item on which the Depository Bank Endorsement Area is marked or obscured, a delay may occur if the Item must be returned. Examples of marks which may obscure the reserved area are endorsements, rubber stamp imprints, carbon bands and preprinted information. Any resulting delay or loss is Company's responsibility. COMPANY AGREES TO HOLD BANK HARMLESS FROM ANY LOSS, LIABILITY, OR DAMAGE BANK MAY SUFFER OR INCUR ARISING FROM OR IN ANY WAY RELATED TO MARKS APPEARING IN THE DEPOSITORY BANK ENDORSEMENT AREA AT THE TIME OF ENCASHMENT OR DEPOSIT. When Deposits Are Credited to the Account. All over-the-counter deposits or ATM deposits to the account which are received before Bank's established cutoff time on any Business Day will be credited (and will be considered deposited) to the account as of the close of business that day, and will be reflected in that day's Ledger Balance. All other deposits (such as cash letter or lockbox) will be processed in accordance with separate agreements or banking practice. All deposits received after Bank's established cutoff time 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 the account at the end of the next Business Day. Deposits placed in one of Bank's "night depositories" before the established deadline on any Business Day will be credited to the account at the close of business on that same day; all other deposits placed in the "night depository" will be credited to the account at the end of the next Business Day. All deposits are accepted subject to verification. Bank reserves the right to make adjustments to the account for computation or other errors. Use of Funds. Company's use of funds deposited to its account will be governed by Bank's separately disclosed collection schedule and funds availability policy. The collection schedule describes when deposits of items that satisfy certain criteria will be considered collected. Uncollected funds may not be available to be used for all purposes. There may also be a fee charged in connection with any use of uncollected funds that is permitted by Bank. The funds availability policy describes when funds deposited to Company's checking account will be available to be used for all purposes. The collection schedule and funds availability policy may change from time to time without prior notice. Deposited Items Returned. Bank has the right to charge back 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 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, Bank concludes that: (i) the Deposited Item is returned according to a law, regulation, or rule (including a clearinghouse rule) that is binding on Bank; or (ii) Bank has received a claim that a transfer or presentment warranty has been breached 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 returned Deposited Item and represent 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 of a returned Deposited Item. If a Deposited Items is returned with a claim that there has been a breach of a warranty (for example, that it bears a forged endorsement or has been altered in any way), Bank may debit Company's account for the amount of the Deposited Item (plus any associated fees) and pay the amount to the claiming party. Bank is under no duty to question the truth of the facts that are being asserted, to assess the timeliness of the claim, or to assert any defense. Bank need not give Company any prior notification of its actions with respect to the claim. Bank will have no liability to Company if there are insufficient available funds to pay your Items because Bank has withdrawn funds from the account or in any way restricted Company's access to funds because it has placed a hold on or debited the account in connection with a Deposited Item returned for a breach of a warranty claim. Company agrees to immediately repay any overdraft caused by the return of a Deposited Item. Breach of Warranties. If Company breaches any warranty with respect to any Item, Company is not released or otherwise discharged from any liability for such breach as long as Bank notifies Company of the breach within one hundred twenty (120) days after Bank is notified. If Bank fails to notify Company within this one hundred twenty (120) day period, Company is released from liability and discharged only to the extent that Banks failure to provide Company notice within such time period caused a loss to Company. Determining Balance-, Debiting the Account; Order of Posting. A determination of the account balance for purposes of making 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 of presentment) and the time of return of the Item. No more than one such determination need be made. The account may be debited 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 will be presented for payment or collection. Bank may pay Items presented against the account in any order it chooses, unless a particular order is either required or prohibited by law. In particular, Bank may, if it chooses, pay Items in the order of highest dollar amount to lowest dollar amount (unless such a practice is specifically prohibited by an applicable state or federal law, rule, or regulation). Bank may change the order of posting Items to the account at any time without notice. Security Interest; Bank's Right to Setoff. Bank may setoff against any accounts of Company maintained with Bank or any affiliate (including matured and unmatured time accounts) for any obligation Company owes Bank, whether due or not, at any time and for any reason as allowed by law. Company grants Bank a security interest in the account for the purpose of securing any obligations that may from time to time arise under this Agreement. Bank may consider this Agreement as Company's consent to Bank's exercising its right of setoff or asserting its security interest should any law require consent. Bank may fund all or a portion of any overdraft in one of Company's accounts at Bank by charging any of Company's other deposit accounts at Bank or any affiliate of bank, including without limitation any transaction account that is part of a sweep account, even though such charge overdraws the other account. The rights described in this section are in addition to and apart from any other rights, including any rights granted under any security interest agreement, that may have been granted to Bank. Lost Items. When Company cashes or deposits a check or other Item at Bank, Bank acts as Company's collecting agent to collect the Item. Company has the risk of loss, including reconstruction costs, for Items lost while in the process of collection. If an Item deposited in the account is lost in transit, Bank may reverse the credit given for that Item. If an Item Company cashes at Bank is lost in transit, Bank may recover the funds given to Company from any of Company's accounts at Bank or any affiliate, or directly from Company. Service Fees. Company agrees to pay Bank in accordance with the fees set out in Bank's then current fee and information schedule applicable to the account. Company also agrees to pay an amount equal to any applicable taxes, however designated, exclusive of taxes based on the net income of Bank. Usury Savings Clause. It is never the intention of Bank to violate any applicable usury or interest rate laws. Bank does not agree or intend to contract for; charge, collect, take, reserve or receive (collectively referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee, penalty or other charge, which would in any way or event (including demand, prepayment or acceleration) cause Bank to charge or collect more than the maximum Bank would be permitted to charge or collect by any applicable federal or state law. Any such excess interest or unauthorized fee will, notwithstanding anything stated to the contrary, be applied first to reduce the true indebtedness, if any, and any excess amounts will be refunded. Earnings Allowance. The average monthly Investable Balance in a commercial demand deposit account may earn an "Earnings Allowance" which, depending on the arrangement with Bank, may be applied against that month's service fees for the account. An Earnings Allowance in excess of the total monthly service 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 36S/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). This rate is determined monthly and is applied to the average Investable Balance for that month using the following formula: Earnings Allowance Rate multiplied by the number of days in the month divided by 36SI366 days multiplied by the average Investable Balance for that month. As the factors used in the formula change, the Earnings Allowance earned on a given average monthly Investable Balance will vary. Payment of Fees; Finance Charges. Company may either be directly debited or invoiced for fees, charges and taxes incurred in connection with the account. Except as otherwise agreed in writing, all fees and taxes will be periodically debited against Company's accrued Earnings Allowance. Bank may debit Company's account(s) with Bank for any amount by which the fees or taxes exceed the accrued Earnings Allowance, or may send an invoice to Company for such amount which Company will promptly pay. Bank may assess finance charges on any invoiced amounts that are not paid within forty (45) days of the date of invoice. Finance charges are assessed at a rate of 1.5 % per month (18 % per annum) or the highest amount permitted by law, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges. Debiting of service fees occurs on the twentieth day of each month, or; if the twentieth day is not a Business Day, on the next succeeding Business Day. Dates and Special Instructions on Checks. Bank may, without inquiry or liability, pay Company's checks even though: (i) special instructions written on the checks indicate that Bank should refuse payment (e.g., "Void after 30 days," "Paid -in - Full", or "Void over $100"); (ii) the check is stale -dated (i.e., it bears a date that is more than six (6) months in the past), even if Bank has knowledge of the date on the check; (iii) the check is post-dated (i.e., it bears a date in the future); or (iv) the check is not dated. In addition, Bank may pay in U.S. dollars the amount that has been MICR -encoded on any check drawn by Company, even though Company has purportedly drawn the check in a foreign currency. Stop Payment Orders; Notices of Post Dating. The term "stop payment order" refers to both an order to Bank not to pay a check and to a notice of postdating. 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 check as provided in the Uniform Commercial Code. In addition to Company's name and account number, Bank requires the exact name of the payee, the exact check number, and the exact amount of the check. All of the information must be correct in order for Bank to stop payment of a check. Bank will have no liability for paying the check if any of. the information provided in the stop payment order is incorrect or incomplete. Bank may require information regarding the underlying transaction for which the check was issued including without limitation proof that Company does not owe the money to the payee of the check prior to making any decision regarding recrediting the account. Bank need not honor a written stop payment order for more than six (6) months. However, there are circumstances in which Bank may, in its sole discretion, elect to honor a stop payment order for a longer period of time without notice. Company must renew its stop payment order if it does not want the stop payment order to expire. Each renewal is treated as a new stop payment order. If the check is presented for payment during the period a stop payment order is effective, every effort will be made to return the check, provided the stop payment order is accurate and complete. Bank may pay a check after an order has expired even though the check 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. If Bank recredits the account after paying a post-dated check over a valid and timely notice, Bank may charge the account for the amount of the check as of the date of the check. If Company does not comply with these conditions, Company will be responsible to Bank for the full amount of the check, and Bank may charge the account for that amount. Adverse Claims. If Bank receives a claim to all or a portion of the account that is adverse to Company's interest or if a dispute arises regarding the identity of the authorized signer(s), and Bank (i) cannot in good faith determine the relative rights of the person(s) making claim to the funds or authority or (ii) does not believe that it is otherwise adequately protected if it ignores the claim or dispute, Bank may without liability to Company and in its sole discretion: (a) place a hold on funds in the account or any other Company account subject to the claim or dispute, (b) close the account and send the funds to Company or to Company and the claimant(s), or (c) interplead the funds. If Bank places a hold on the funds, the hold may be placed for any period of time Bank believes to be reasonably necessary to allow a legal proceeding to determine the merits of the claim or dispute to be instituted. Overdrafts and Insufficient Funds. Bank may, at its option, pay or refuse to pay any Item if it would create an overdraft without regard 'to whether Bank may have previously established a pattern of honoring such Items. Bank may place a hold on balances in any other account of Company until the overdraft is paid or it may setoff the amount of the overdraft against any other accounts of Company in accordance with the terms of this Agreement. Bank has no obligation to notify Company before it decides to either pay an Item that creates an overdraft or to dishonor an Item that is drawn against insufficient funds. If Bank pays an Item against insufficient funds, Company agrees to repay any overdraft immediately. Company will be required to pay for any costs of collection that Bank incurs in recovering the overdraft from it, including its reasonable attorneys' fees and court costs. Acts and Omissions of Other Financial Institutions. When Bank cashes or collects an Item for Company or accepts an Item for deposit to the account (each of which is referred to in this Agreement as a "Deposited Item), Bank is not responsible for the insolvency, neglect, misconduct, mistake or default of another bank or person or for the loss or destruction of an Item or notice of non-payment in transit or in the possession of others. If a Deposited Item is lost or misrouted by another financial institution (a "Collecting Bank") during the collection process: (i) Bank will have no responsibility to Company for the actions or inactions of the Collecting Bank; (ii) Bank may charge the account for the amount of the Deposited Item (and reverse any interest that may have accrued to the account in connection with the Deposited Item); and (iii) Company agrees to cooperate with Bank in recreating the Deposited Item. Checks Presented Over -the -Counter for Payment by a Non -Customer. If a check drawn against the account is presented over-the-counter for payment by a person who is not a deposit customer of Bank, Bank may charge a fee to the person presenting the check as a condition for payment of the check. Bank may require identification acceptable to Bank and not prohibited by law, including a fingerprint of the person presenting the check. Bank may dishonor the check if the person refuses to pay the fee or provide the identification requested by Bank. Forgeries or Missing Signatures; Alterations. Bank will have no responsibility for reviewing the number or combination of signatures on an Item drawn against the account. This means that if Company has indicated that more than one signature is required in connection with an Item drawn on the account, Bank will have no liability to Company if a transaction is conducted on or through the account contrary to the signature requirements Company has specified, provided at least one of the required signatures appears on the Item. Bank will have no liability to Company for failing to detect a forged signature or an alteration of an Item, if the forgery or alteration is such that a reasonable person could not reasonably be expected to detect it. Limitation of Liability; Indemnification WHETHER IN CONNECTION WITH A SERVICE OR THE ACCOUNT, IN NO EVENT WILL BANK, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE 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 BANK. Except to the extent that Bank is liable, .Company agrees to indemnify and hold Bank and its directors, officers, employees and agents harmless from all claims, demands, losses, liabilities, judgments, and expenses (including their reasonable attorneys' fees and legal expenses) arising. out of or in any way connected with performance under this Agreement. Company agrees that this indemnification will survive termination of this Agreement. Legends. Company is responsible for all claims, demands, losses, liabilities, judgments or expenses that result from a restrictive legend or notation on Company's checks. Facsimile or Mechanical Signatures. If Company uses a facsimile or other mechanical signature (including a stamp) to sign Items or endorse Items, Bank may rely on that signature as Company's authorized signature without regard to when or by whom or by what means such signature may have been made or affixed to an Item deposited to the account or drawn against or otherwise debited from the account. If Company uses a facsimile or other mechanical signature (including a stamp) to sign or endorse Items,. Bank may also conclusively treat as authorized any signature that reasonably resembles Company's facsimile or mechanical signature. Lost or Stolen Checks. Company is in the best position to prevent the wrongful use of the account. If Company's checks are lost or stolen, Company must immediately notify Bank at the telephone number listed on Company's account statement for such purpose. Failure to do so will hamper Bank's ability to prevent loss and will, therefore, relieve Bank of any liability regarding the checks. Upon such notification, Bank may at its discretion, close the account and open a new one. All checks will then be returned as "Account Closed" unless Company specifically requests that a particular check be paid. (To make such an exception, Bank must agree to provide the service and Company must in a timely manner provide Bank with the check number, dollar amount and the name of the payee.) If third parties make regular deposits to or withdrawals from the account (such as wires or ACH transfers), Company must notify those parties of the new account number immediately. Protection Against Unauthorized Items. Company acknowledges that there is a growing risk of loss from the increasing use of unauthorized Items including without limitation counterfeit checks, demand drafts, and unauthorized ACH items. Company is aware that Bank offers Services that provide effective means for controlling the risk from unauthorized Items. These Services include: • "Positive Pay" Service (offered by Bank in conjunction with Bank's account reconcilement plan Services), and • "ACH Fraud Filter." Bank has advised Company that if Company does not use Bank's Positive Pay Service and ACH Fraud Filter Service, Bank will be unable to prevent losses on Company's account(s) from unauthorized Items including without limitation counterfeit checks, demand drafts, and unauthorized ACH items, and Company will therefore be treated as having assumed the risk of these losses. Internal Controls. Company shares responsibility for preventing the fraudulent or unauthorized use of the account. Company agrees to take reasonable steps to ensure the integrity of its internal procedures with respect to its checks and the account. Payment Authorization Service. Company may, by executing and delivering to Bank a Payment Authorization Service Setup Form ("Setup Form"), elect to utilize Bank's Payment Authorization Service for the account. Under the terms of such Service, Bank will, without Company's specific approval as to any particular Item, (i) automatically return 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, (ii) 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, (iii) 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 (iv) 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. Transferring an Interest in the Account. The account may not be pledged, assigned, or in any other manner transferred, whether in whole or in part, without the written agreement of Bank. Bank does not have to accept or in any way recognize the transfer. Interest -Bearing Accounts. If the account earns interest, the account is a variable - rate account. Interest is compounded daily and paid monthly to the account when the statement cycles. The account earns interest on the Investable Balance maintained. Bank may in its sole discretion change the interest rate on the account at any time. If an Item, such as a check, is deposited to the account, interest begins to accrue no later than the Business Day Bank receives credit for the deposit of that Item. 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 the account will be at the master account level. The subaccounts are comprised of a savings account and a transaction account. At the beginning of each statement period, Bank will allocate funds between the two subaccounts as it deems appropriate. Checks received by Bank that are drawn against the master account will be presented for payment against the transaction subaccount. Funds will be transferred from the savings subaccount to cover checks presented against the transaction subaccount as may be needed. On the sixth transfer from the savings subaccount during a statement period all of the funds on deposit in the savings subaccount will be transferred to the transaction subaccount. If the account earns interest, the use of subaccounts will not affect the interest earned. Additional Terms Applicable to All Commercial Money Market Deposit Accounts. Bank has the right to require seven (7) days' written notice before Company withdraws money from any commercial money market deposit account ("MMDA"). Preauthorized transfers, automatic transfers, on-line transfers, point of sale purchases, payments to other persons, and transfers by telephone from Company's MMDA are limited to a total of six in any calendar month or statement cycle. Preauthorized transfers include automatic bill payments, transfers to Company's other accounts with Bank, or automatic transfers to other persons that Company has authorized Bank to make. If Bank permits transfers from Company's MMDA by check, draft, check card or any similar order for withdrawal, no more than three of the six transfers may be made by such means in any calendar month or statement cycle. If Bank determines that Company is exceeding the limits described above on more than an occasional basis, Bank will, at its option, either close Company's MMDA, transfer the funds on deposit in Company's account to another account that Company is eligible to maintain, or terminate Company's right to make transfers and write Items against its MMDA. Target Balance Accounts. 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 10 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. Funds Transfers Rules of Funds Transfer Systems. Funds transfers to or from the 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"), Clearing House Interbank Payments Society, Society for Worldwide Interbank Financial Telecommunications, and Electronic Check Clearing House Organization. The following terms and conditions are in addition to, and not in place of, any other agreements Company has with Bank regarding electronic transactions. Notice of Receipt of Funds. Unless Bank has otherwise agreed in writing, it will notify Company of funds credited to the account through Company's account statement covering the period in which the funds were credited. Bank is under no obligation to provide Company with any additional notice or receipt. ACH Transactions. The following terms apply to payments to or from the account that are transmitted through an ACH. 9 Company's rights as to payments to or from the account will be governed by the laws of the state that govern the account. • Credit given by a receiving bank to its customer for a payment from the account is provisional until final settlement has been made or until payment is considered received under applicable law. • If final settlement or payment is not made or received, the receiving bank will be entitled to a refund from its customer and Company, as the originator of the payment, will not be considered to have paid Company's customer. • If a payment is made to the account and Bank does not receive final settlement or payment is not received under applicable law, Company will not be considered to have received payment and Bank will be entitled to reimbursement from Company for that payment. Business ATMTM and Express ATMTM Services. Company may elect to utilize Bank's Business ATM Service or Express ATM Service by completing and returning to Bank a Business ATM Setup Form or an Express ATM Setup Form, respectively. These Services will allow Company to make deposits to the account using a Business Express Deposit Card ("Deposit Card") and either a designated depository attached to an ATM ("Business ATM Depository") (in the case of the Business ATM Service) or a.designated ATM (in the case of the Express ATM Service.) Company shall make such deposits according to the instructions Bank provides and shall gain access to the Business ATM Depository or ATM using the Deposit Card and a PIN, the risk of misuse of both of which Company agrees to assume. Bank will process the deposits, and each deposit to the account will be generated electronically via Company's ATM input. Company will receive immediate intra-day availability for currency and food 11 stamps subject to the standard cut-off time established for the ATM into which the deposit was entered and funds availability for checks in accordance with Bank's most recent ATM funds availability policy schedule. If there is a difference between Bank's total and Company's total (as shown on Company's ATM receipt) of the dollar amount of the Deposited Items, Bank will send Company a statement showing the amount of this difference. In the event that such difference cannot be resolved, Banks count of the dollar amount will be conclusive and binding on Company. Company will have full responsibility for each bag or envelope used to make deposits and its contents until the bag has dropped completely down into a Business ATM Depository or the envelope has been completely physically accepted into the ATM depository. If Company contends that a Deposited Item was lost or stolen while in Bank's custody, Company acknowledges that it has the burden of proving that claim. Company authorizes Bank to initiate debits to the account and credits to the accounts of third party vendors to cover the cost of Business ATM or Express ATM Service supplies provided to Company. 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. This authorization will remain in full force and effect until Bank has received written notification from Company of its termination in such time and in such manner as to afford Bank and any third party vendor a reasonable opportunity to act on it. CheXsto& Service. Company may elect to utilize Bank's CheXstor Service in connection with the account. As part of this Service, Bank will maintain microfilm records of all Items paid against the account for a period of seven years or any longer period required by applicable law ("Record Period"). Canceled Items are shredded and recycled as part of Bank's commitment to improve the environment. Under this 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 its personal computer or by contacting Bank at the telephone number listed on Company's account statement for such purpose. If Bank fails to provide Company with 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 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. Treasury ExpresssM Deposit bag ("TEDV) service. If Company elects to utilize Bank's TEDb service, Company will prepare, package and deliver TEDb 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 TEDb bag as follows: (i) same day credit for deposits delivered to a Bank office before that office's cut-off time on any Business Day or for deposits placed in a Bank night depository before 6:00 a.m. on any Business Day; or (ii) next Business Day credit for deposits delivered on any Business Day on or after the Bank's office's cut-off time or on any non -Business Day. All TEDb deposits are subject to Bank's acceptance and verification. Bank will verify the currency in Company's TEDb bag either at a later time in the Bank office or when Company's TEDb 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 if Bank 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 12 Company's deposit may vary, depending on the office to which Company's TEDb bag is delivered. In most cases, adjustments will be made and notification will be sent within three Business Days. Adjustments will be effective as of the date provisional credit was given for Company's deposit. Legal Process. Bank may accept and act on any legal process that it believes is valid, whether served in person, by mail or by facsimile transmission, at any Bank location. 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, or other legal process relating to the 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 its account. Any fees or expenses Bank incurs in responding to any such legal process may be charged against any account, Company maintains with Bank. Bank will not have any liability if there are insufficient available funds to pay Company's Items because Bank has withdrawn funds from the account or in any way restricted Company's access to funds because of legal process. Disclosure of Information. Generally, Bank will not disclose information about Company's accounts, but may do so under the following circumstances: (i) to comply with a statute, regulation, or rule; (ii) in connection with examinations by state and federal banking authorities; (iii) to comply with any legal process, including without limitation a subpoena, search warrant or other order of a government agency or court; (iv) when Bank determines that disclosure is necessary or appropriate in order to complete a transaction; (v) to verify the existence and condition of the account for a third party, such as a merchant or credit bureau; (vi) to provide information to Company's legal representative or successor; (vii) when reporting the involuntary closure of the account; (viii) when Bank concludes that disclosure is necessary to protect Company, the account, or the interests of Bank; (ix) to agents, independent contractors, and other representatives of Bank in connection with the servicing or processing of the account or account transactions, account analysis, or similar purposes; (x) to its affiliated banks and companies; or (xi) if Company gives its permission. Inactive Accounts. If the account has had no withdrawal or deposit activity, and Bank has had no contact from Company regarding the account for one year, the account will be considered inactive and Bank may cease sending account statements. Except where prohibited, Service fees and other terms applicable to active accounts, including all changes to these terms, will apply to the account while it is inactive. If the account has any deposit or withdrawal activity or Company contacts Bank about the account, it will be reinstated as an active account. Closing the Account. Either Company, through its authorized signer(s), or Bank may close the account at any time without prior notice. If the signature of more than one authorized signer is required for signing checks, the same number of authorized signers will be required for Company to close its account. Instructions received by facsimile to close the account will not be accepted. Closure of the account will not affect Company's obligation to pay Wells Fargo any amounts owed with respect to the account. Customer Service. In the event of questions or errors regarding Company's account transactions, records or statements Company should immediately call the telephone number listed on Company's account statement for such purpose. 13 Warranty. In addition to any other warranties that Company makes by law or agreement, Company also warrants that all signatures on any Deposited Items are authentic and authorized. Monitoring Telephone Communications. Bank may monitor, record and retain telephone conversations, electronic messages, electronic records and other data transmissions at any time without further notice to anyone and will have no liability for doing or failing to do so. Credit Reports. Company authorizes Bank to obtain credit reports and make whatever other inquiries Bank deems appropriate concerning Company. Questions. Company's relationship manager can answer questions and assist in resolving any issues that may arise from time to time. Miscellaneous. This Agreement will constitute the entire agreement between Bank and Company and supersede prior oral or written representations, conditions, warranties, understandings, proposals or agreements regarding the account. Headings do not constitute a part of this Agreement. Any notice or other communication may be sent to Company at its then current address on file with Bank. Bank will have a reasonable time after receipt of any notice or other communication to act on it. No person or entity will be deemed to be a third party beneficiary under this Agreement. Bank may establish cut-off times, and may change those cut-off times upon reasonable notice to Company. Certain Defined Terms Business Day —is a day, other than a Saturday, Sunday or day when Federal Reserve Banks are closed. Collected Balance —is the Ledger Balance in the account less Deposit Float. Deposit Float —is the total dollar amount of Items deposited in the account for which, based on the collected funds schedule used by Bank or the applicable affiliate for this type of account, the account has not yet been credited for purposes of calculating the Collected Balance. Investable Balance —is the Collected Balance in the account less (i) the portion of such Collected Balance that Wells Fargo is required by law to hold in reserve at a Federal Reserve Bank and (ii) other adjustments. Item —includes a check, draft, demand draft, preauthorized draft, or other order or instruction for the payment, transfer, or withdrawal of funds (including a withdrawal slip), automatic transfers, and electronic transactions (including ACH, ATM, and POS). "Item" also includes any writing created or authorized by Company that would be a check or draft but for the fact that it has not been signed. Ledger Balance —is the balance in the account after all debits and credits for the day are posted. Service —any Service Bank provides to Company including, without limitation, any Treasury Management Service. 14 ® 2003 Wells Fargo Banks All rights reserved. Members FDIC COM 5603 (2-03-57950) ACCOUNT RECONCILIATION PLAN SERVICE DESCRIPTION 1. Description of Services. Bank's Account Reconciliation Plan ("ARP") assists commercial customers in reconciling their checking account to their internal accounting records (the "Services"). The Services offered by Bank pursuant to the terns of this Service Description, one or more of which have been separately designated by Company in the ARP Services Set-up Form delivered to Bank, are generally described as follows: 1.1. Full ARP Service: The Full ARP Service will provide Company with assistance in reconciling statements for the transaction account(s) at Bank separately designated in writing including electronic writings (the "Account') as provided in this Service Description and the other Service Documentation. Company will provide Bank with the issue date, serial number and dollar amount of each check it has issued on the Account (the "issued check information"). Issued check information may be submitted via electronic transmission directly to Bank, or Company may deliver it in the form of either MICR, diskette or magnetic tape to a data processing specialist, in accordance with Bank's instructions. Bank will electronically reconcile the Account by matching the issued check information against checks that have been paid. Bank will send a full ARP statement to Company after receiving Company's final issued check information for the period covered by the statement. Bank will provide a full ARP statement to Company via paper media or online through Commercial Electronic Office0D. The full ARP statement will include the following sections: • Detailed Credits ■ Reconcilement Summary • Detailed Checks ■ Reconcilement Detail ■ Detailed Other Debits • Statement Recap • Balance by Date • Input Not Accepted • Issue By Date The following additional optional reports will detail specific portions of the full ARP statement and are available in the media of Company's choice. A variety of options exist for grouping, sorting and subtotaling reports, including: ■ Issue Notices Not Received Report ■ Reversed Checks Report • Outstanding Checks Report • Paid Checks Report ■ Voids and Cancels Report ■ Deposit Location Report • Issues This Cycle Report ■ Unpaid Checks Report • Match Paid Items Report • Prior Payments Report • Posted Items Report ■ Credits Report • Bank Originated Entries Report ■ Stop Payment Report Aocmd Recmolradw Plan S&-Yke Desaom (Revised 07AV3) Page 1 of 2 1.2. Partial ARP Service: The partial ARP Service will enable Company to receive a paper report and/or computer readable file of paid check information to assist Company to reconcile statements for the transaction account(s) at Bank separately designated in writing (the "Account") as provided in this Service Description and the other Service Documentation. On -Company's account statement date, Bank will prepare a partial ARP statement. Bank will provide a partial ARP statement to Company via paper media or online through Commercial Electronic OfficeQEsi. Company may have the activity on the statement grouped, sorted and subtotaled according to its predetermined needs. The partial ARP statement will include the following sections: • Detailed Credits ■ Detailed Checks ■ Detailed Other Debits • Balance By Date • Statement Recap The following optional reports will be available at frequencies that will match Company's business cycles and a variety of options exist for grouping, sorting and subtotaling reports, including: ■ Posted Items Listing • Bank -Originated Entries Report ■ Credits Report • Reversed Checks Report ■ Stop Payments Report ■ Deposit Location Report • Paid Checks Report Bank may charge additional fees for these optional services. Bank may add or delete reports and revise the content and format of the partial ARP statement and the reports at any time. 1.3. Deposit Location Reporting: Deposit Location Reporting ("DLR") is a Service feature that can enhance the usefulness of the deposit portion of Company's bank statement. DLR is offered in conjunction with both the Full ARP and Partial ARP Services. DLR provides the location number and location name on the ARP optional reports. If Company chooses to use DLR, Company will provide Bank with a list of Its location numbers and names, and may amend the list from time to time by notice to Bank in writing. DLR includes the following features: ■ Company's location names are systematically matched with location numbers and reported on optional reports. • A Deposit by Location optional report, containing all deposit -related activity, is available. ■ Deposit -related transactions may include: cash vault deposits, branch deposits, automated clearing house transactions, business automated teller machine express deposits, deposit adjustments and retumed items. 2. Statement Cycles. The cycle for both full and partial ARP statements will be the same as the cycle for the Account statements. 2.1 Election to Supi2ress Paper Statements: Company may, by notificaiton to Bank, elect to terminate its receipt of periodic paper account statements in lieu of online statements or electronic data transmissions. If such an election is made, Bank will not be able to recreate statements retroactively, 3. Adjustments. Bank will make debit and credit adjustments to Company's account in conformity with then current banking industry practices to reflect encoding errors made by third parties during the check collection process. Company agrees that it shall not have any right to nor make a claim for the amount of any such adjustment that is $25.00 or less, and Bank change such amount from time to time without notice to Company. AcwW Rwmc affmn Plan Servke Dew plbn (Revered 07M) Page 2 of 2 CheXstorlm Service Description Description of Service. Company may elect to utilize Bank's CheXstor Service in connection with deposit accounts which Company maintains at Bank (each an "account"). As part of this Service, Bank will maintain microfilm records of all Items paid against the account for a period of seven years or any, longer period required by applicable law ( "Record Period"). Canceled. Items are shredded and recycled. As part of this 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 its personal computer or by contacting Bank at the telephone number listed on Company's account statement for such purpose. If Bank fails to provide Company with 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 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. TMA 410 CheXstor Service Description - Revised 2/1 S/2002 0 2002 Wells Fargo Banks, All rights reserved COMMERCIAL DEPOSITORY SERVICE DESCRIPTION 1. Cash Orders from Bank's Cash Vault; Cash Vault Service. Company agrees that the following procedures will govern Company's ordering of currency and coin ("cash") from Bank's cash vault and Bank's making such cash available to an armored car service acting as Company's agent ("Agent') at Bank's cash vault (collectively, the "Cash Vault Service.") 1.1 Cash Requests. Company may request in writing, telephonically by operator -assisted call or by touch-tone/automated response, or electronically via transmission, facsimile, or the Commercial Electronic Offices (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. 1.2 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 its Cash Vault Service at any time without notice. 1.3 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 odes or other security procedures; (b) of Company's Agent authorized to accept delivery of cash; and ( c) where applicable, the persons who are authorized users of the Cash Vault Service. Company agrees to give prior written notice to Bank of any change in the person(s) or Agent so authorized by Company. Bank will be fully protected in relying 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 1.4 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, but are not limited to, requiring users to maintain such number(s) and code(s) in strict confidence. Company must notify Bank immediately in the event a breach of security is suspected. 1.5 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 ("Designated Account") for the aggregate amount of the shipment. Company must maintain collected balances in the Designated Account sufficient at all times 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 Designated 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 a Designated Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment. TAB-1416 Commercial Depository Service Desa#bn (Revised WW3) Page 1 of 4 __ 1.6 Packing Slic: 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 will be conclusive and binding on Company. 2.. Delivery and Processing of Deposit Shipments at Banies Cash Vault. The following procedures will govern Company's delivery of currency, coin, checks, other negotiable instruments or food coupons (each a "Deposit Shipment") to Bank's cash vault locations, and Bank's processing of such Deposit Shipments: 2.1 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 acting as Company's agent ("Agent"). Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments. 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. 2.2 DeIjyM 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 or food coupons (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 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. 2.3 Cut-off Time: Deposit to Designated 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 (the "Depository Account"). 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 Depository Account on the next succeeding Business Day. Bank will not deposit any items received in any Deposit Shipment unless the account number of the Depository Account into which the deposit is to be made is specified on the deposit slip for that Shipment. I M1416 GonarwW Depository Service De9a odw (Revised &2003) Page 2 of 4 2.4 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 any food coupons, 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 Depository 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. 2.5 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 Depository Account specified on the deposit slip by such difference and report the difference to Company. If that Depository 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 Depository Account specified on the deposit slip for the difference and notify Company of the difference. 3. Delivery and Processing of Deposit Shipments at Bank's Night Depository Locations. The following procedures will govern Company's delivery of currency, coin, checks, other negotiable instruments or food coupons (each a "Night Deposit") to Bank's night depository locations, and Bank's processing of Night Deposits. 3.1 Niaht 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. 3.2 Contents of Night Deposit of Night Bags. Company agrees that Night Bags will be used only for the deposit of currency, coin, food coupons, 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 into which the dollar amount of the deposit is to be credited (the "Designated Account"). 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 dosed and placed completely in the Night Depository. 3.3 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 Designated 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 Designated Account on the next succeeding Business Day. Company understands and agrees that the contents of a Night Bag will not be credited to the Designated 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 I M1416 Ga vwdal DWsfty Service Desaobn (Revised M3) Page 3 of 4 accepted the item for deposit into the Designated Account after counting all the items in the Bag and calculating the total dollar amount of all such items. 3.4 Counting and Adjustment Procedures. If Company'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. 3.5 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. 4. Special Instructions. Company may submit to Bank in writing any special handling 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 Dank'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 handling procedure will be bome solely by Company. 5. Survival. Sections 1.6, 2.4, 2.5, 3.4, 3.5, and 5 will survive termination of the Service. 6. Terminology. Unless specifically defined in this Service Description, capitalized terms used in this Service Description have the meanings if any, provided in the Master Agreement for Trasury Management Services ( the "Agreement") , as amended from time to time. 7M1416 C,ww dal Depository Service DesaKm (Revised &2003) Page 4 of 4 WELLS FARGO POSITIVE PAY - PAY DEFAULT SERVICE DESCRIPTION 1. Description of Service. The Positive Pay check fraud reduction program (the "Service") will enable Company to instruct Bank to return counterfeit checks, checks otherwise not validly issued and certain altered checks. The Service is available only in conjunction with Bank's Account Reconciliation Plan Service, which is subject to the terms of additional Service Documentation, which Company acknowledges having accepted by using this Service. 1.1 Service Election. Company may select from three types of Positive Pay Service: 1.1.1 Perfect Presentment Positive Pay". If Company selects the Perfect Presentment Positive Pay service offered through our Greenville -or Van Wert controlled disbursement endpoints, exceptions will be identified on the day of presentment prior to posting and items that can be corrected, such as encoding errors, will be corrected, so that only unresolved exceptions are reported to Company. 1.1.2 Positive Pay. If Company selects the Positive Pay service, its transactions will be compared against Company's issue file after items have posted, all exception items will be reviewed, and items that can be corrected, such as encoding errors, will be reversed and reposted on the following Business Day, so that only unresolved exceptions are reported to Company. 1.1.3 Basic Positive Pay. If Company selects the Basic Positive Pay service, it will receive exceptions reports that contain all exception items, including encoding errors. 1.2 Teller Payee Validation Option. Company may elect the Teller Payee Validation option with any Positive Pay service. The Teller Payee Validation option allows Company to provide a payee name, in addition to date, serial number and amount, for each check listed on its issue file. Prior to encashment. Bank will compare the payee name appearing on the check presented at a Bank store to the payee name on Company's issue file. Teller Payee Validation may be performed only on checks presented to Bank's stores for encashment and does not include deposited items. Company's exception report will not include information about checks presented at Bank stores. If no payee name is provided in Company's issue file, Bank will perform the Positive Pay Service based solely on the basis of serial number and amount listed on the issue file. 2. Check Issue Data. Company will provide Bank with the complete issue date, serial number, and amount and, if the Teller Payee Validation option has been selected, the payee, of each check issued (the "Check Issue Data") on the transaction account(s) at Bank separately designated in the Positive Pay Service Set-up Form or otherwise in writing from time to time (the "Account"). The Check Issue Data will be provided to Bank in the format and . medium, by the deadline(s), and at the place(s) specified by Bank in the Positive Pay Service Set-up Form or otherwise in writing to Company. On each Business Day, the Check Issue Data, as Bank has recorded it up to and including that Business Day, will be electronically matched to checks presented against the Account. The Check issue Data will also be provided to Bank's stores to assist its tellers in making decisions about cashing checks. in performing the Service, Bank will be required to use only the Check Issue Data that Company has provided to Bank in the format and medium, by the deadline(s), and at the place(s) specified by Bank. Company assumes full responsibility for providing timely and accurate Check Issue Data to Bank. 3. Payment of Matching Checks. If a check presented against the Account matches the Check Issue Data Company has given Bank (a "matching check"), Bank will make final payment and charge it to the Account. TM 1418 Posfw Pay Service Desorption (Pay Default) Page 1 of 3 (Revised 52003) 4. Exceptions Report. Company will be informed of the check number and amount ,of each check which is not a matching check in a report (the "Image Positive Pay Exceptions Report") which Company must access through one of the information reporting systems now or hereafter offered by Bank. If Company is receiving the Basic Positive Pay Service, the Image Positive Pay Exceptions Report will also include checks which are not matching checks because of encoding errors. 5. Return Instructions. On the Business Day on which Company is informed that a check is not a matching check, Company may instruct Bank through one of the information reporting systems now or hereafter offered by the Bank to pay or return the check, identifying the check by complete serial number and amount, and Bank will do so if Bank receives the instruction at the place(s) and before the deadline(s) specified by Bank on the Image Positive Pay Exceptions Report. Company will make the pay or return decision based on the Magnetic Ink Character Recognition information provided. If requested by Company, Bank will use reasonable efforts to provide an image of a check, but will have no liability if it is unable to do so prior to the deadline for returning the check. 6. Payment of Checks. If Company misses the deadline for requesting the return of a check, Bank will make final payment of the check and charge it to the Account. 7. Greenville Holdover Exceptions. In the event that Company is receiving the Perfect Presentment Positive Pay Service with Controlled Disbursement and a check is processed by Greenville in the normal course of business for provisional settlement after the cutoff time for preparation of Greenville's Final Presentment Detail File but before the end of Greenville's banking day, Greenville will transmit a holdover file (the "File") to Bank on the morning of Greenville's next business day. On each Business Day, the Check Issue Data, as Bank has recorded it up to and including that Business Day, will be electronically matched to checks presented in the File. Bank will pay each check that is not a matching check if it is for an amount less than the threshold set by Bank from time to time. Bank will make one attempt to contact Company by telephone at the telephone number Bank has for Company in its files, to notify Company of each check that is not 'a matching check and is in an amount equal to or greater than the threshold. Company will contact Bank at Bank's phone number left in the telephone message prior to the cutoff time set by Bank from time to time if Company does not want such a check paid. 8. Limitation of Liability and Indemnification. Each check Bank returns in accordance with this Service Description will be deemed not to be properly payable. Each matching or other check Company has authorized.Bank to pay in accordance with this Service Description will be paid without Bank performing its customary (or any other) check verification procedures, and Bank will have no liability whatsoever for paying the check if its serial number, amount, or, if the Teller Payee Validation option has been selected, payee name, is altered, or if it is counterfeit, bears a forged or unauthorized signature or was otherwise not validly issued. Company (i) agrees to indemnify and hold Bank harmless from any losses or liabilities. it may suffer or incur as a result of its return of a matching or other check at Company's instruction, and (ii) releases and forever discharges Bank, and its parent, subsidiaries, affiliates, successors, officers, directors, employees and agents, from any and all manner of action or actions, suits, claims, damages, judgments, levies, executions, expenses, costs, interest, attorney's fees and legal expenses, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect, which Company has, or ever can, may or shall have or claim to have against Bank regarding or relating to the payment or return of any check pursuant to the provisions of this Service Description. 9. Stop Payment and Return Decisions. The Service will not be used as a substitute for Bank's stop payment service. Company will follow Bank's standard stop payment procedures if it desires to return a matching or other check that was validly issued. Nothing in this Service Description will limit Company's right to stop payment on any matching or other check or Bank's right to return any matching or other check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines in its sole discretion that 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 that there are insufficient collected and available funds to pay it in the Account. 10. Termination. The Service will automatically terminate if the Account is closed for any reason. Termination of the Service will not terminate Company's or Bank's rights or obligations under this 7M-1418 Pos&v Pay SeMw Dewip9m (Pay Defaup Page 2 of 3 (Revised 5 2003) Service Description or the Service Documentation with respect to events or actions which occurred before such termination. 11. Survival. Section 8 will survive termination of the Service. TA4L1418 Pos" Pay Seivke Desa"M (Pay DWW) Page 3 of 3 (Revised &2003) ACH SERVICES DESCRIPTION 1. The ACH Services (the "Services"). The. Services, one or more of which have been separately designated by Company in the ACH Services Set-up Form delivered to Bank, are generally described as follows: 1.1. Origination Services. 1.1.1. Direct ACH Origination. The Direct ACH Origination Service will enable Company, using Company's software, to create entries and files in standard ACH format and send them electronically to Bank for transmission in accordance with the Rules (see Subsection 4.1). 1.1.2. Third Party ACH Origination. The Third Party ACH Origination Service will enable Company's agent, using that agent's software, to create entries and files in standard ACH format and send them electronically to Bank for transmission in accordance with the Rules (see Subsection 4.1). 1.1.3. ACH Express. The ACH Express Service will enable Company to create entries and files in standard ACH format at its own personal computer and send them electronically to Bank for transmission in accordance with the Rules (see Subsection 4.1). All files transmitted through the ACH Express Service must be created and transmitted to Bank using software specified by Bank which is the original, confidential, valuable and proprietary property of Politzer & Haney (the "Software"), which has licensed it to Bank, or to an affiliate of Bank, with the right to sublicense it to Company. Bank grants Company a non-exclusive and non -assignable sublicense to use the Software solely for the purpose of initiating entries in accordance with the provisions of the license (a copy of which is available to Company on request), this ACH Services Description and the other Service Documentation. This sublicense will terminate upon the earlier to occur of termination of the license or termination of this Service. Upon termination, Company will promptly return all copies of the Software to Bank. 1.1.3.1. IN NO EVENT WILL BANK BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA, PROGRAMS, PROFITS (ANTICIPATED, ACTUAL OR OTHERWISE), OR BENEFITS RESULTING FROM USE OF, RELIANCE UPON, OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER OR NOT BANK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION. IN NO EVENT WILL BANK'S CUMULATIVE LIABILITY TO COMPANY IN RELATION TO THIS SUBLICENSE EXCEED A SUM EQUAL TO THE TOTAL SUBLICENSE FEE ACTUALLY PAID TO BANK. COMPANY ACKNOWLEDGES THAT NEITHER POLITZER AND HANEY NOR BANK MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. 1.1.3.2. Company agrees that, if required by law, the Software will not be exported directly or indirectly, separately or as a part of a system, without first obtaining a license from the United States Department of Commerce or any other appropriate agency of the United States Government. 1.1.3.3. Bank may make copies of any enhanced versions of the Software available to Company at such price as Bank will determine at its sole discretion. Company acknowledges that Politzer and Haney has the right to enforce the terms of the license directly against Company in the event of a breach of its terns by Company. Company may not assign the license or this sublicense to anyone. Bank may discontinue to provide to Company any maintenance or other support with respect to the Software which it now, or hereafter provides upon prior written notice to Company. TM-1423 ACH Services Description — Revised 7/2002 page 1 of 6 1.1.3.4. Company will not publish, disclose, display or otherwise make the Software available to others. Company will secure and protect the Software in a manner consistent with the protection of its own proprietary information and take appropriate action by instruction or agreement with its employees who are permitted access to the Software to ensure such protection. Company acknowledges that, except as specifically permitted in writing by Bank, Company will not provide, transmit, further sublicense, transfer or otherwise distribute the Software or any part of it to a third party, or copy, reverse engineer, reverse compile, or reverse assemble, modify or alter the Software or any part Of it. 1.1.4. International ACH. The International ACH Service will enable Company to create entries and files using a modified NACHA format for the purpose of debiting or crediting selected country accounts held outside the United States and send them electronically to Bank for transmission in accordance with . the Rules (see Subsection 4.1), which for purposes of international ACH shall also include the International ACH Origination Reference Guide, the Cross -Border Payment Operating Rules, and any other applicable ACH rules, including those promulgated by a local ACH association or governmental body ("Other ACH Rules.' ) For purposes of originating credits and debits to a USD or CAD denominated account k>cated in Canada, the Other ACH Rules shall include the Rules of the Canadian Payments Association (the 'CPA Rules.") 1.1.4.1. With respect to credit entries, Bank will convert the amount to be transferred from United States Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency") at Bank's buying rate for exchange in effect on the date 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 beneficiary 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 value of the entry after it has been converted from Foreign Currency to United States Dollars at Bank's selling rate for exchange at such time as the entry is returned to Bank. 1.1.4.2. With respect to debit entries (where permitted), Bank will convert the amount of each Entry from Foreign Currency at Bank's selling 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 Account (see Subsection 4.2) for the sum equal to the value of the returned entry as measured in Foreign Currency at Bank's buying rate for exchange at such time as the entry is returned to Bank. 1.1.4.2.1. Before Company may intiate any debit entries that settle to a USD or CAD denominated account located in Canada , it will be required to: (a) sign and return to Bank the Payee Letter of Undertaking for Canadian Pre -Authorized Debits provided by Bank; and (b) collect from each payor of a debit a debit authorization in a form which complies with the CPA Rules. Company acknowledges that Bank has provided it with a means for accessing the CPA Rules, including Rule H1. 1.1.4.3. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institutions, or the receiving depository financial institution in the designated foreign country in processing or failing to process any entry Bank transmits, or for acts or omissions by a third party, including by way of example and not by way of limitation, the delay or failure of any third party to process, credit or debit any entry. 1.1.4.4. Company acknowledges that the ACH system may not be used to conduct any transaction in violation of Federal law. Company expressly warrants that no Entry delivered to Bank will, if acepted by Bank, cause Bank to be in violation of any sanction administered by the Office of Foreign Assets Control. 1.1.5. Internet ACH. Internet ACH will enable Company to originate ACH transactions via the Internet. Company will provide for its own access to the Internet through either an Internet service provider or through a local area network connection to an Internet service provider. if Company's service provider is unable to provide access at any time, Company will not be able to access the Service. After Company has successfully completed the authentication process and obtained access to the Service, TM-1423 ACH Services Description — Revised 7/2002 page 2 of 6 Company will build a database of payment transactions. Company's database and applications will reside on a Bank owned and managed server. Company will, from that database, create a batch. Company will be responsible for verifying its batch totals and settlement date. Once verified, Company will only need to press a button to "release" that batch to Bank for processing. Bank will create a file of released batches in standard ACH format and process the file in accordance with the Rules (see Subsection 4.1). 1.2. Receiving Services. 1.2.1. ACH Transaction Filter. The ACH Transaction Filter Service will enable Company to better protect its accounts at Bank from unauthorized debit entries. Bank offers three options that monitor the debit entries posted to accounts. Company has elected one of the following options on the ACH Services Set-up Form: • to have all debit entries automatically blocked from its account(s); • to have all debit entries presented to it for review and its request for further action; or ■ to authorize specific debit entries to be posted to its account(s). If Company has chosen the review option (see the middle bullet above), it will immediately review each Intercept Report and notify Bank in the manner and by the applicable cutoff time as required in the Guide of any debit entry listed on the Intercept Report which is unauthorized. If it does not, Bank will be entitled to post the debit entry to Company's account. 1.2.2. ACH Investment Fund. -The ACH Investment Fund Service will enable Company to offer direct deposit or direct payment arrangements to its customers. Bank will prepare detailed transaction information which it will send to Company in one file each morning on a business day. Company has elected either individual postings or a consolidated settlement of transactions on the ACH Services Set- up Form. 2. Provisions Applicable Only to Origination Services. 2.1. Security Procedure. Bank will verify that Company has authorized, canceled or amended an entry that constitutes a payment order (as that term is defined in Section 4A 103(a)(1) of the Uniform Commercial Code, as amended from time to time) solely by means of the security procedure separately agreed to in writing by Bank and Company. The security procedure will not be used to detect errors. Company will promptly notify Bank in writing of the identity . of each person authorized to receive information regarding the security procedure (each singly or in the aggregate, an "authorized person") and of any change. in an authorized person. Bank will have a reasonable time after receipt of a notice to act on it. Company will establish and maintain effective internal procedures to safeguard against unauthorized transmissions and batch releases. Company warrants that. no Individual will be allowed to initiate transfers or batch releases in the absence of proper supervision and safeguards, and Company will take reasonable steps to maintain the confidentiality of the security procedure and any passwords, codes, security devices and related instructions provided by Bank. If Company believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Company will notify Bank immediately followed by written confirmation. Bank will have a reasonable time after receipt of notice to act on it. If a payment order, or a request for cancellation or amendment of a payment order, received by Bank purports to have been transmitted or authorized by Company, it will be deemed effective as Company's payment order or request and Company will be obligated to pay Bank the amount of the payment order even though the payment order or request was not authorized by Company, provided Bank accepted the payment order in good faith and acted in compliance with the security procedure. If a payment order, or request for cancellation or amendment of a payment order, received by Bank was authorized by Company, Company will pay Bank the amount of the payment order, whether or not Bank complied with the security procedure with respect to that payment order. 2.2. Rejected Entries. Without limiting Bank's general right to reject entries or files under the Rules, Bank may reject any entry or file which does not comply with the requirements in this Service TM-1423 ACH Services Description — Revised 7/2002 page 3 of 6 Description, the Rules or the security procedure, or with respect to which the Account (see Subsection 4.2) does not contain sufficient available funds to pay for the entry. Bank may reject an entry received for credit to an account maintained at Bank (an "on -us entry") for any reason for which an entry may be returned under the Rules. If an entry or file is rejected, Bank will make a reasonable effort to notify Company promptly so that Company may repair and retransmit the entry or file. A notice of rejection will be effective when given. Bank will have no liability to Company by reason of the rejection of any entry or file, the fact that notice is not given at an earlier time than that provided for in this Service Description or for any loss resulting from Bank's failure to provide notice. If Company requests that Bank repair an entry or file and Bank endeavors to do so, Bank will not be liable for its failure to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with file repairs. 2.3. Payment Obligations: Settlement. Company will maintain in the Account (see Subsection 4.2) as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries Company originates through Bank. If requested, the funds will be prepaid to Bank before Bank delivers the credit entries to the ACH or gateway operator. Company's obligation to pay Bank for each credit entry matures at the time Bank transmits or otherwise delivers the credit entry to the ACH or gateway operator and is unaffected by termination of the Services. Bank is authorized to debit the Account for the total amount of all credit entries on or before the applicable settlement date. Bank is not, however, intending to make a loan to Company. Notwithstanding any other provision of this Service Description or the other Service Documentation, Bank is authorized upon notice to Company to place a hold on an equal amount of funds in the Account or in any other accounts at Bank or any affiliate of Bank owned in whole or in part by Company, or to take any other action it deems appropriate to ensure that it receives payment. 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. Bank may also set off against any amount it or an affiliate of Bank owes to Company in order to obtain payment of Company's obligation as set forth in this Service Description. 2.4. Cancellation or Amendment. Company will have no right to cancel or amend any entry or file after its receipt by Bank. However, if the request complies with the security procedure Bank may use reasonable efforts to act on it prior to transmitting the entry or file to the ACH or gateway operator or, in the case of an on -us entry, prior to crediting a receiver's account, but will have no liability if the cancellation or amendment is not effected. Company will reimburse Bank for any expenses, losses or damages Bank may incur in effecting or attempting to effect Company's request. 2.5. Returned Entries. Except for an entry or file retransmitted by Company in accordance with the requirements of this Service Description, Bank will have no obligation to retransmit a returned entry or file to the ACH or gateway operator if Bank complied with the terms of this Service Description with respect to the original entry or file. 2.6. Preparation of Entries and Files• Processing Schedules: Reconstruction Each entry and file delivered to Bank, including any amendments, cancellations, reversals, corrections or changes related to it will be prepared in accordance with the Rules, the Service Documentation and Bank's then current instructions. Bank will process each entry or file in accordance with its then current processing schedule, provided (i) the entries or files are received by Bank's applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. Entries or files will be deemed received by Bank, in the case of transmittal by tape, when received by Bank at the location stated in the ACH Services Set-up Form, and in the case of transmittal by electronic transmission, when the transmission (and compliance with any applicable security procedure) is completed. If Bank receives an entry, file or batch release after its processing deadline, Bank will not be responsible for failure to meet the deadlines of the ACH operator for processing and transmitting the entries or files. If any of the requirements of clause (i) or (ii) of this Subsection 2.6. are not met, Bank will use reasonable efforts to transmit the entries or files to the ACH by the next applicable deadline of the ACH which is on a business day on which the ACH is open for business. Except as provided in Subsection 2.4, in the case of an onus entry, Bank will credit the receiver's account in the amount of the entry on the Effective Entry Date contained in any instructions accompanying the entry, provided the requirements set forth in clauses (i) and (ii) of this Subsection 2.6 are met. If either of those requirements is not met, Bank will use reasonable this to credit the receiver's account in the amount of the entry no later than the next business day following the Effective Entry Date. Company will retain copies of each entry and file delivered to Bank or will be able to fully and TM-1423 ACH Services Description — Revised 7/2002 page 4 of 6 completely reconstruct each entry and file for a period of five (5) business days after the applicable settlement date and will submit the copy or reconstructed entry or file to Bank upon request. 2.7 Effective Entry Date. The instructions accompanying an entry or file will specify a business day on which the entry or file is to be delivered to the ACH or gateway operator (the "Effective Entry Date"). 3. Provisions Applicable Only to Receiving Services. 3.1. . Notice to Receiver. Unless required by applicable law, Bank will have no obligation to notify Company of the receipt of an entry, other than by showing it on the periodic statement for the affected deposit account (see Subsection 4.2). 4. Provisions Applicable to Both Origination and Receiving Services. 4.1. Rules. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of ACH entries must be in accordance with the Operating Rules of the ACH in which Bank is a participant and, with respect to credit entries which constitute payment orders, Article 4A of the Uniform Commercial Code as adopted In the state whose law governs the Agreement, as both are varied by this Service Description and the other Service Documentation, and as both are amended from time to time (the "Rules"). Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. 4.2. Account. Company will maintain at least one deposit account with Bank as designated in the ACH Services Set-up Form (the "Account"). 4.3. Provisional Credit. Any credit Bank gives to Company is provisional until Bank receives final settlement and the entry for which credit was given is deemed to be finally paid as provided in this Service Description, the Rules and all laws, rules and regulations governing any aspect of the entry, including the laws, rules and regulations of the country to which the entry was sent. If Bank does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person. 4.4. Reversing Entries. At Company's request, Bank will make a reasonable effort to reverse an entry, but will have no responsibility for the failure of any other person or entity to honor Company's request. 4.5. Warranties. Company acknowledges that under the Rules, Bank makes certain warranties with respect to each entry. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bank tinless the breach resulted solely from Bank's own negligence or intentional misconduct. 4.6. Indemnification. Company acknowledges that under the Rules, Bank indemnifies certain persons. 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 an indemnity, unless enforcement resulted solely from Bank's own negligence or intentional misconduct. 4.7. Identify Authorized Persons. Any person identified by Company in the ACH Services Set-up Form or any certification, notice or other communication delivered to Bank may receive information, communications and notices regarding the Services, and is authorized to transact all business, make all agreements and sign and deliver all documents In connection with the Services. If the identity of such a person changes Company will promptly notify Bank In writing. Bank will have a reasonable time after receipt of a certification, notice or other communication to act on it. 4.8. Agents. If Company elects to use an agent with respect to the Services, Company, and not Bank, will be solely responsible for the acts and omissions of Company's agent, and its agent will, TM-1423 ACH Services Description — Revised 7/2002 page 5 of 6 without limitation, be authorized to originate, receive, return, adjust, correct, cancel, amend and transmit entries and files, and select the security procedure used to authenticate entries. Company agrees that any security procedure selected by its Agent will be treated as commercially reasonable for all purposes. Bank may rely on instructions it receives from Company's agent and need not make any inquiries to verify or confirm that instructions are within the scope of the agency. 4.8.1. Company will certify each agent's identity and any changes to Bank in writing. Bank will be fully protected in relying on each certificate and on the obligation of Company to promptly certify any change in the agents so certified. Bank will have a reasonable time after receipt of a certification or change to act on it. 4.8.2. Bank may at any time use agents and/or independent contractors to process entries or provide all or any other portion of the Services, and will be solely responsible for the acts and omissions of its agents and independent contractors. However, Bank will not be deemed to be the agent of, nor responsible for the acts or omissions of any other person, including without limitation any Federal Reserve Bank, ACH, Internet service provider or transmission or communications facility, any receiver or receiving depository financial institution (including without limitation the return of an entry by such receiver or receiving depository financial institution), and no such person will be deemed Bank's agent. 4.9. Software. Hardware and Backup Rtuirements. Subject to Paragraph 1.1.3, Company will, at its own cost and expense, obtain, install and, at all times during its utilization of the Services, maintain in good working order all software, hardware and other equipment necessary for it to perform in accordance with this Service Description. Except with respect to the Internet ACH Service, Company agrees to implement, on a periodic basis not less than weekly, backup -measures, including, among other things, copying onto a diskette(s) each week's current data base files. With respect to the Internet ACH Service, Bank will perform data base backup on a scheduled basis. In the event of any failure of such software, hardware or other equipment, Company will deliver to Bank all data which it would otherwise have provided that is necessary for Bank to perform Bank's obligations in connection with the Services. 4.10. Survival. Subsections 2.3, 4.3, 4.5, 4.6 and 4.10 will survive termination of the Services. 4.11. Terminology. Unless specifically defined in this Service Description, terms used in this Service Description have the meanings, if any, provided in the Rules, as amended from time to time. As used in this Service Description, "negligence" will mean a material failure to use that degree of care that would be used under the same or similar circumstances by a national banking association having substantially the same volume and type of ACH activity and approximately the same number, size and diversity of ACH customers. TM-1423 ACH Services Description — Revised 7/2002 page 6 of 6 ACH Services Security Procedure Agreement Bank and Company have entered into a Master Agreement for Treasury Management Services (the "Agreement") which governs the ACH services to be provided by Bank. Bank and Company agree: 1. Security Procedure Selection. The Token Card/Passcode - File Transmission/Batch Release security proce- dure described below is required for the product known as the Internet ACH Service. If Company uses the Internet to access ACH services, but does not use the Internet ACH Service, the Secure File Transport securi- ty procedure is required. For each of the other ACH services, Company acknowledges that Bank offers each of the security procedures described below for the purpose of verifying the authenticity of an instruction to originate an ACH credit or debit entry (a "payment order") received by Bank in the name of Company. Company refuses to have its payment orders verified by any security procedure other than the security pro- cedure it has expressly designated. Company has reviewed various security procedures including the follow- ing and has determined that the security procedure designated in the Acceptance of Services best meets its requirements, given the size, type and frequency of the payment orders it will issue to Bank: Token Card/Passcode - File Transmission/Batch Release (for Internet ACH Service) - This procedure com- bines a token card with a personal identification number (PIN). A token card will be assigned to each Operator (as defined below). The PIN is set by each Operator individually upon first logon. The token card generates a random and unique security code every minute. The code combines with the PIN to pro- vide a unique password every minute. The password must be presented with the ACH transmission or batch release authorization and is used by Bank to authenticate the identity of Company and/or the person originating the transmission or release. Bank will verify each request to access the Service by determining if the Passcode is valid for the associated Operator ID and if the Operator ID used by the person requesting access is the Operator ID of one of the persons Company has designated as being authorized such access. Bank has no obligation to confirm in any other way the identity of any person making such a request. If Company has requested self -administration of Company's access to the CEO, Bank will assign a Company ID code and will set up Company's first Company administrator ("FCA ") by assigning a personal ID code and password to be used when the FCA first enters the CEO. The FCA can then set up additional Company administrators (who will have access to all services Company receive through the CEO), administrators and users. A User is an Operator. (Administrators and Users will have access only to the specific services) they are set up to access.) Any Company administrator: (a) can set up additional Company administrators, administrators and users, issuing them a password that will be changed upon first entry to the CEO and a personal ID code; (b) can reset passwords for all services; and (c) shall be required to immediately disable access to the CEO for any Company administrator, administrator or user who ceases to be a Company administrator, administrator or user. Administrators can set up additional administrators and users and reset passwords for the specific service(s) they are set up to access. Bank will not know the password of any Company administrator, administrator, or user except the initial password assigned to the FCA. Bank will give the Company administrators and the administrators a token card and a personal identification number ("PIN"), known only by them and Bank. Self -administration will allow a Company administrator or an administrator to initiate a request to Bank to reassign an existing token card to another Company administrator, administrator or user. TM-1425 ACH Services Security Procedure Agreement - Revised 6/19/2002 Page 1 of 2 If Company has requested self -administration with dual control, Bank will assign a Company ID code and will set up Company's first two Company administrators (the FCAs) by assigning each a personal ID code and password to be used when each first enters the CEO. All actions which can be performed by a Company administrator or administra- tor in the preceding paragraph will require that one Company administrator or administrator with appropriate func- tion access to initiate the action and a second Company administrator or administrator with appropriate function access to approve the action. If Company does not have self-odminist lon, Company's Security Administrator will determine which of Company's employees will be authorized to create/modify and to verify ACH transfer requests (each, an "Operator") and the dol- lar limits per transaction and per day assigned to each Operator and will communicate this information to Bank. Bank will set up the Operators by assigning each an Operator ID. The Security Administrator will also be responsible for communicating any changes in Operators or in Operator limits or authorizations) to Bank and promptly reporting any lost or stolen token cards. Secure File Trans_: This procedure uses 128-bit SSL encryption and requires the use of a transmission ID, a transmission password, and a digital certificate. Password - File Transmission - This procedure requires that a unique eight -digit code separately agreed upon in writing by Company and Bank be presented with Company's ACH file: Company may be required to change the code on a regular basis. Password - Tgped or Written Instructions - This procedure requires that Company present taped or written instructions in a tamper proof container accompanied by a unique code separately agreed upon in writing' by Company and Bank. 2. Security Procedure Protection. Company and Bank will preserve the confidentiality of the security proce- dure. If Company becomes aware of a breach, or suspects that a breach may occur, it will immediately noti- fy Bank in a matter affording Bank a reasonable opportunity to act on the information. 3. Company Bound by Payment Orders. Company will be bound by any payment order, whether or not authorized, issued in its name and accepted by Bank in compliance with the designated security procedure. 4. Inconsistency of Name and Number. If a payment order describes the receiver inconsistently by name and account number (i) payment may be made on the basis of the account number even if it identifies a person different from the named receiver (ii) Bank may in its sole discretion refuse to accept or may return the pay- ment order. If a payment order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the finan- cial institution. If a payment order identifies a non-existent or unidentifiable person or account as the receiver or the receiver's account, Bank may in its sole discretion refuse to accept or may return the payment order. S. Terminology. Unless specifically defined in this Security Procedure Agreement, terms used herein have the meanings, if any, provided in the Agreement and the other Service Documentation, as each may be amended from time to time. ACH Services Security Procedure Agreement 0 2002 Wells Fargo Banks. All rights reserved. Page 2 of 2 COMMERCIAL ELECTRONIC OFF/CEsm ("CEO") SERVICE DESCRIPTION M 1. Description of the CEO Service. The CEO Service will allow Company to enter Bank's CEO website and access those treasury management services offered through the CEO (each, a "Service") for which Company has enrolled. Company agrees to use the CEO only as provided in the Service Documentation (which term includes notices and information posted on the CEO website.) Persons entering the CEO for Company (the "Users") must also accept the Terms of Use for the CEO which appears on the CEO when a User initially logs on. Before Company may use a Service, Company must sign or accept the Service Documentation for that Service. 2. Security Procedures. 2.1 Unless Company requests self -administration of its access to the CEO, Bank will give each User an ID code and a password to be used when the User first enters the CEO. (Self -administration may not be available for all services offered through the CEO.) Bank will also assign a Company ID code for use each time a User enters the CEO. Although the Company ID code and the ID codes for each User will remain the same for each entry into the CEO, the password Bank assigns to each User must be changed to a new password the User selects when the User first enters the CEO. Bank will not know the new passwords or any subsequent passwords selected by the Users. 2.2 If Company requests self -administration of its access to the CEO, Bank will assign a Company ID code and will set up the first Company administrator ("FCA") by assigning a personal ID code and password to be used when the FCA first enters the CEO. The FCA can then set up additional Company administrators (who will have access to all Services Company receives through the CEO) and administrators or Users (each of whom will have access only to the specific Service(s) they are set up to access.) Any Company administrator: (a) can set up additional Company administrators, administrators and Users, issuing them a password and a personal ID code; (b) can reset passwords for all Services; and (c) shall be required to immediately disable access to the CEO for any Company administrator, administrator or User who ceases to be a Company administrator, administrator or User. Administrators can set up additional administrators and Users and reset passwords for the specific Service(s) they are set up to access. The Company ID and each personal ID code will remain the same for each entry into ' the CEO, but the password assigned to each Company administrator, administrator, and User must be changed to a new password they select when they first enter the CEO. Bank will not know the password of any Company administrator, administrator, or User except the initial password assigned to the FCA. Company's administrative contact with respect to the CEO will be the FCA. 2.3 If Company requests self -administration of Company's access to the CEO, Bank will give the Company administrators and the administrators a token card and a personal identification number ("PIN"), known only by them and Bank, to use each time they give personal ID codes and passwords to Company administrators, administrators, and Users. Token cards and PINs will be given to Users by Bank only if they have access to a Service which requires a token card for access. The token card generates a random and unique security code for each token card every minute. The code combines with the PIN to provide a unique password (the "Passcode") every minute. 2.4 Company will be able to manage and control who in Company has access to the CEO and the Services by the ID codes, passwords, token cards, PINs, and Passcodes. It is Company's responsibility to ensure that the ID codes, passwords, token cards, PINs, and Passcodes are known to, and used only by, persons who have been properly authorized by Company to access the CEO and use the Services through the CEO. TM-1426Commercial Electronic Office Service Description (Rev. 9/02 ) Page 1 of 3 2.5 FAILURE TO PROTECT ID CODES, PASSWORDS, TOKEN CARDS, PINs, OR E THE SERVICESPASSCODES COR EC , MAY AN CHANGE UNAUTHORIZED ERIFY,ROR SEND DATA USED WITH THE SERVICES, SERVICES, 3 SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE INFORMATI AND COMMUNICATIONS FROM, BANK OR (4) ACCESS COMPANY'S ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL ENTRIES INTO THE CEO, ALL COMMUNICATIONS SENT, AND ALL USES OF THE SERVICES, THROUGH COMPANY'S ID CODES, PASSWORDS, TOKEN CARDS, PINs, OR PASSCODES WILL BE DEEMED TO BE ENTRIES, COMMUNICATIONS, AND -USES AUTHORIZED BY COMPANY AND BE BINDING UPON COMPANY. COMPANY ASSUMES THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALL ID CODES, PASSWORDS, TOKEN CARDS, PINs, AND PASSCODES. Company acknowledges the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum, (a) if Company is not on self -administration, notifying Bank immediately when any new person becomes a User or when any existing User stops being a User, (b) if Company is on self - administration; disabling access to the CEO immediately for each Company administrator, administrator, and User who stops being a Company administrator, administrator, or User, and (c) not keeping, in any form or in any place, lists of ID codes, passwords, PINs or Passcodes. 2.6 Company agrees to notify Bank immediately when Company becomes aware of any loss or theft of, or any unauthorized use of, any ID codes, passwords, token cards, Pins, or Passcodes. Company also agrees to not�y Bank immediately when Company becomes aware of any unauthorized entry into the CEO. 3. Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") will be available at the CEO. The posting of any Financial Information or any other information or data at the CEO will not be a recommendation by Bank that any particular Service or transaction is suitable or appropriate for Company or that Company should receive or in any way use any. Service. Bank does not guarantee the accuracy, completeness, timeliness or correct sequencing of any Financial Information, nor is it in any way responsible for the actions or omissions of the third parties developing or transmitting Financial Information or for any decision made or action taken by Company in reliance upon any Financial Information. 4. Use of Certain Software to Access the CEO. In using the CEO, Company will be sending financial and other data as well as electronic messages directly to Bank through the Internet. Company acknowledges that when the Internet, or any other electronic communications facilities, are used to transmit or receive data and messages, the data and the messages may be accessed by unauthorized third parties. To reduce the likelihood of such third party access, Company _agrees to transmit and receive data and messages through the CEO using only in cluding, cluding, but not limited to, browser software, or other access devices that support the Secure Socket Layer (SSL) protocol- or other protocols required by, or acceptable to, Bank, and to follow the Bank log -on procedures that support such protocols. 5. Disclaimers. Bank will not be Company's advisor or fiduciary with respect to this Agreement or any Service. 6. Limitation of Liability. Bank will not be liable to Company for any direct or indirect damages or losses suffered or incurred by Company in connection with the CEO, any of the Services, any Financial Information, any other information or data Company receives through the CEO, or any failure to provide, or delay in providing, access to the CEO, any Service, or any Financial Information, except to the extent any Service Documentation specifically provides otherwise and except to the extent such damages or losses arise directly from the negligence or willful misconduct of Bank. TM-1426 Commercial Electronic Office Service Description (Rev. 9/02 ) Page 2 of 3 7. Restricting or erm nating Access to the CEO. In addition to, and not in substitution for, any provision in this Agreement or any of the other Service Documentation, Company understands and agrees that Bank will not in anyway be obligated to permit Users access to any Financial Information or the use of any Service through the CEO if (a) such use or access is not in accordance with any term or condition applicable to the Service or the CEO or to the information to be accessed, (b) such use or access is not permitted by any state or federal law or regulation, (c) Bank has reasonable cause to believe that such use or access may not be authorized by CCompany or any third person whose authorization Bank believes is necessary for such use or access, or - (d) Bank has reasonable cause to deny such use or access for Company's protection or the protection of.Bank . If any Service cannot be used through the CEO, Bank will make reasonable efforts for such Service to be used by other means. Bank shall not have liability to Company for any losses or damages Company may suffer or incur as a result of any 'such termination. 8. Survival. Sections 3,6,7 and 8 will survive termination of the Service. 9. Terminolony. Unless specifically defined in this Service Description, capitalized terms used in this Service Description have the meanings, if any, provided in the Master Agreement for Treasury Management Services (the "Agreement"), as amended from time to time. TM-1426 Commercial Electronic Office Service Description (Rev. 9/02) Page 3 of 3 Information Reporting Service Description This Service Description contains provisions which, in addition to the provisions contained in the Master Agreement for Treasury Management Services between Bank and Company (the "Agreement"), will govern the Information Reporting Service. 1. The Service. Company may, using a computer or a computer and a browser acceptable to Bank, receive account balance and certain other types of account information related to Customer's deposit accounts) or its accounts with other financial institutions. 2. Terminology. Unless specifically defined in this Service Description, terms used in this Service Description have the meanings, if any, provided in the Agreement and the other Service Documentation, as each may be amended from time to time. . TM-1431 Information Reporting Service Description - Revised 2/15/02 - 0 2002 Wells Fargo Banks. All rights reserved. Page 1 of 1 Stops —Photocopy —Search Service Description This Service Description contains provisions which, in addition to the provisions contained in the Master Agreement for Treasury Management Services between Bank and Company (the "Agreement"), will govern the Stops —Photocopy —Search Service (the "Service"). 1. The Service. Company may, using a computer or a computer and browser acceptable to Bank, request stop payment orders on checks drawn on Company's deposit account(s) or Company's account(s) with another financial institution maintained in connection with the Controlled Disbursement Service (a "Controlled Disbursement Account") and, where applicable, request photocopies of checks that have cleared Company's deposit account(s) or Controlled Disbursement Account(s). 2. Stop Payments. 2.1 Requirements. Bank may pay a check against Company's deposit accounts) whenever it is presented and without regard to its date. If Company does not want Bank to pay a check, it must place a stop payment order which is . valid for the period specified when Company opened its deposit account and must be received within sufficient time for Bank to act. 2.2 Limitations. A stop payment order will be ineffective with respect to (a) a check deposited to an account at a Wells Fargo Bank if it cannot be charged back without creating an overdraft in that account, and (b) a check that was cashed by any Wells Fargo Bank. Company authorizes Bank to accept telephone stop payment orders from any person who Bank in good faith believes is acting on Company's behalf. In Texas, Company must confirm an oral stop payment order in writing. 3. Survival. The provisions of this Service Description designated as Sections 2 and 3 will survive termination of the Service. TM-1434 Stops -Photocopy -Search Service Description -Revised 2/15/02 - 02002 Wells Fargo Banks. All rights reserved. Page 1 of 1 Wellsimage® Service Description 1. Description of the Wellsimage Service (the "Service"). The Service will allow Company to receive images of the front and back of all checks paid against its deposit account(s). The images may be received using a Wellsimage CD ROM (each, a "CD ROM") or online through Check Image Retrieval via the Commercial Electronic O f ficesm ("CEO") Service. 2. Prerequisites. Before commencement of the Service, all of Company's deposit account(s) receiving the Service must be in good standing and a Wellsimage Set -Up Form must be completed by Bank. If Company is receiving Check Image Retrieval through the CEO, Company must also have completed requirements for receiving the CEO Service. 3. Wellsimage via CD-ROM. 3.1 CD-ROMs. Each CD-ROM will contain an index of the checks paid against Company's commercial deposit account during the time period covered by the CD-ROM, which index may be uploaded by Company to a master check image index for all Company's CD-ROMs. If a check on a CD-ROM index is not imaged on the CD-ROM, Bank will, upon request and without charge, send a photocopy of the front and back of the check. Bank will, at Company's request, recreate a CD-ROM, but only for a limited time after the CD-ROM is first created. CD-ROMs will be sent to Company at the address designated in the United States after the end of each CD-ROM cycle. 3.2 Sublicense. Under a non-exclusive, non -assignable sublicense from Bank, Company will receive WellsImage Vision Software (the "Software") to read its CD-ROMs on a PC using a Windows® - compatible operating system. Company may request more than one copy of the Software. Company will receive a sublicense for each copy of the Software sent to it. The sublicense appears in shrink- wrap format on the package containing the Software or has been provided separately to Company by Bank. 4. Canceled Checks. Company will automatically receive the CheXstor• Service, unless Company specifically instructs Bank on the WellsImage Setup form to return all paid checks to it. 5. Termination. In addition to the provisions of the Master Agreement for Treasury Management Services (the "Agreement"), the Service may also be terminated by Bank immediately on written notice to Company if (a) all Company's deposit account(s) receiving the Service are closed for any reason, or (b) Company fails to comply with its obligations under the sublicense for use of the Software. 6. Survival. The provisions of Software sublicense will survive termination of the Service. 7. Terminology. Unless specifically defined in this Service Description, terms used in this Service Description have the meanings, if any, provided in the Agreement and the other Service Documentation, as each may be amended from time to time. TMA 437 Wellsimage Service Description - Revised 2/15/02 0 2002 Wells Fargo Bank, NA. All rights reserved. Page 1 of 1 WIRE TRANSFER SERVICES DESCRIPTION 1. Description of the Wire Transfer Services (the "Services"). The Services will enable Company to give instructions ("Orders") to Bank to (i) transfer funds by wire from the account(s) designated in the Wire Transfer Services Set-up Fors (the "Account"), and (ii) instruct another depository.institution to debit an account at that institution and transfer the funds to Bank or debit the Account at Bank and transfer the funds to that institution ("Drawdown Requests"). In this Service Description, the ter "Transfer Instruction" refers to both Orders and Drawdown Requests. This Service Description is in addition to, and not in place of, any other agreement which Company may have entered into with Bank regarding Wire Transfer Instructions. 2. Security Procedure. Company agrees that Bank may verify that Company has authorized a Transfer Instruction solely in accordance with the Wire Transfer Services Security Procedure Agreement then in effect (the "Security Procedure"). The Security Procedure will not apply to Transfer Instructions delivered to Bank in person by Company or its authorized representative. The Security Procedure will not be used to detect erroneous Transfer Instructions. Company agrees that the Security Procedure it selected is commercially reasonable and is the Security Procedure that best meets its requirements given the size, type and frequency of the Transfer Instructions Company will issue to Bank. Company further agrees to safeguard any number, code, password, test key, or other identifier assigned to it from discovery by any unauthorized person. If Company has chosen the telephone verification option and the individual contacted by Bank identifies himself or herself as an individual designated by Company and confirms that the Transfer Instruction was sent to Bank by Company, Bank will be conclusively deemed to have complied with the telephone security procedure. If Company becomes aware of a breach of the Security Procedure, or suspects that a breach may occur, it will immediately notify Bank in.a time and manner that gives Bank a reasonable opportunity to act on it. . 3. Identify Authorized Persons. Company will notify Bank in writing of the identity of each individual authorized to receive information regarding the Security Procedure. Company will promptly notify Bank in writing of any change in an authorized individual. Company's notice will be binding on Bank if it is received in a time and manner that gives Bank a reasonable opportunity to act on it. Bank will be fully protected in relying on Company's notices. Bank may, but will not be required to, electronically record any oral communication that it receives from Company. 4. Authorization to Pay. Company authorizes and instructs Bank to pay any Order that complies with the Security Procedure. For each Transfer Instruction executed by Bank in accordance with the terms of this Service Description, Company authorizes Bank to debit or credit, as applicable, the account specified in the Transfer Instruction (and if no account is specked, the Account or any other account of Company at Bank or an affiliate) even if a debit results in an overdraft. Company agrees to have sufficient available funds in the account specified in the Transfer Instruction (and if no account is specked, the Account) at the time of each debit. 5. Finality of Transfer Instructions. A Transfer Instruction will be final and will not be subject to stop payment or recall, except that Bank may, at Company's request, make an effort to effect such stop payment or recall. In that case, Bank will incur' no liability for its failure or inability to do so. TM-1440 Wire Transfer Service Description Page 1 of 3 Revised 10/02 6. Inconsistency of Name and Number. If a Transfer Instruction describes the person to receive payment inconsistently by name and account number (i) payment may be made on the basis of the account number even if the account number identifies a person different from the named person or (ii) Bank may in its sole discretion refuse to accept or may return the Transfer Instruction. If a Transfer Instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Transfer Instruction identifies a nonexistent or unidentifiable person or account as the beneficiary or beneficiary's account, Bank may in its sole discretion refuse to accept or may return the Transfer Instruction. 7. Company's Duty to Exercise Ordinary Care. Company will exercise ordinary care to determine whether a Transfer Instruction accepted by Bank was either erroneous or not authorized and to notify Bank of the facts within a reasonable time not exceeding fourteen (14) days after Company has received notification from Bank that the Transfer Instruction was accepted or that the Account was debited or credited with respect to the Transfer Instruction, whichever is earlier. Company will be precluded from asserting that Bank is not entitled to retain payment for a Transfer Instruction unless Company objects within the fourteen (14) day period. 8. Information Requests. Company may request the issuance of tracer messages concerning uncompleted transfers. Company will provide Bank with any transaction information it considers necessary to process Company's inquiry. In addition to Bank's fees for this service, Company will reimburse Bank for any charges it incurs from third parties in connection with Company's requested tracer messages. 9. International Wire Transfers. A Transfer Instruction expressed in U.S. Dollars will be sent in U.S. Dollars. Company may request that prior to executing an Order or outgoing Drawdown Request, Bank converts the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency") at Bank's selling rate for exchange in effect on the date the Order or outgoing Drawdown Request is executed by Bank. If the financial institution designated to receive the funds does not pay the beneficiary specked in the Order or outgoing Drawdown Request and it is payable in Foreign Currency, Bank will not be liable for a sum in excess of the value of the Order or outgoing Drawdown Request after it has been converted from Foreign Currency to U.S. Dollars at Bank's buying rate for exchange at the time the cancellation of the Order or outgoing Drawdown Request is confirmed by Bank. 10. Responsibility of Bank. Bank is only responsible for making a good faith effort to execute Company's Transfer Instructions. Transfer Instructions may be sent by wire, telegraph, telephone, cable I or whatever other transmission method Bank considers to be reasonable. Orders and outgoing Drawdown Requests may be transmitted directly to the beneficiary's financial institution, or indirectly to the beneficiary's financial institution through another financial institution, government agency or other third party that Bank considers to be reasonable. Bank may execute an incoming Drawdown Request that conforms with instructions it receives through Fed Wire, SWIFT or any other funds transfer system, provided such instructions are not inconsistent with instructions contained in an applicable Set-up Form. The authority to execute the incoming Drawdown Request shall continue until Bank receives express written notice from Company that such authority is revoked.. Bank will not be liable for any third party's failure to or delay or error in processing a Transfer Instruction. If the beneficiary bank does not pay the beneficiary specified in the Transfer Instruction, a refund will be made only after Bank has received confirmation of the effective cancellation of the Transfer Instruction and Bank is in free possession of the funds debited or earmarked in connection with the Transfer Instruction. If TM-1440 Wire Transfer Service Description Page 2 of 3 Revised 10/02 Bank is notified that it did not transfer the full amount stated in a Transfer Instruction, Bank's sole obligation will be to promptly execute a second Transfer Instruction in the amount of the stated deficiency. If Bank executes a Transfer Instruction in excess of the amount stated in the Transfer Instruction, to the extent that the originator does not receive the benefit of the Transfer Instruction, Bank will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Transfer Instruction. Additionally, Bank will be liable for the amount of interest the originator has lost due to the transfer of the excess amount, computed at the then current Federal Funds rate. However, Bank's liability for loss of interest will be limited to twenty (20) calendar day's interest. This section sets forth Bank's complete liability for a Transfer Instruction issued or received under this Service Description. IN NO EVENT WILL BANK BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF THE TRANSFER INSTRUCTION IS EXECUTED BY BANK IN GOOD FAITH AND IN ACCORDANCE WITH THE TERMS OF THIS SERVICE DESCRIPTION. As used in the Master Agreement for Treasury Management Services (the "Agreement"), with respect to the Services, "negligence" means a material failure to use the degree of care used under similar circumstances by a national bank having a similar volume of funds transfers and similar number, size and diversity of funds transfer customers. 11. Governing Law; Rules and Regulations. Bank's and Company's rights and obligations regarding Transfer Instructions will be governed solely by this Service Description and the other Service Documentation and, to the extent applicable, federal law and the law of the state in which Bank's principal office is located, as amended from time to time. Article 4A of the Uniform Commercial Code will, to the extent possible, be applied by analogy to any Drawdown Requests. All Transfer Instructions will also be subject to the rules and regulations of any funds transfer system used by Bank as amended from time to time. If a Transfer Instruction is to be processed in accordance with a statute, rule, regulation or license of the United States, or any federal agency, the Transfer Instruction will be governed by that statute, rule, regulation or license. 12. Notices; Receipt of Confirmations. In addition to the notice provision set forth in Section 10.6 of the Agreement, the following will apply: A bank statement showing a Transfer Instruction sent by first class mail to Company's last address as shown in Bank's records and not returned will be conclusively presumed to have been received by Company seven (7) days after it is sent. 13. Agents. Bank may use agents of its choice to perform any of its obligations. 14. Survival. Sections 4, 7, 9, 10 and 14 will survive termination of the Services. 15. Terminology. Unless specifically defined in this Service Description, terms used in this Service Description have the meanings, if any, provided in Article 4A of the Uniform Commercial Code, as amended from time to time. Each Bank request, instruction and set-up form completed by or on behalf of Company in connection with the Services will be deemed to be a "Set-up Form" as that term is used in the Service Documentation. TM-1440 Wire Transfer Service Description Page 3 of 3 Revised 10/02 Wire Transfer Services Security Procedure Agreement See the Wire Transfer Reference Guide for required documentation and complete instructions. becnon i - NEW REPLACEMENT Account Number: This agreement is made this day of December , 2Q3by and between The City of La Quinta ("you or "your" ) and Wells Fargo Bank , N.A. ("Bank"). By signing below or, if applicable, on the Acceptance of Service, you acknowledge receiving and agreeing to be bound by these terms and conditions and those referred to in Bank's Wire Transfer Customer Setup Form (the "Setup Form') and the Wire Transfer Services Agreement or the Master Agreement for Treasury Management Services and Wire Transfer Services Description and, if applicable, the CEO Service Description. You understand that in any instructions to transfer funds by wire from accounts you maintain at Bank ("Orders"), Bank may rely solely (i) on the account number of the person ("Beneficiary") who is to receive the wire transfer rather than the Beneficiary's name, and (ii) if provided by you, on the identification numberof any other financial institution through or to which the funds are to be transferred, rather than the name of the financial institution. You agree that you are bound by any Order, whether or not authorized, issued in your name and accepted by Bank in compliance with the security procedure selected by you. Section 2 - Standard Security Procedures 2.1 Voice Initiated Orders. Bank's standard security procedures consist of confirming that .the personal identification number ("PIN") that accompanies an Order corresponds with a valid PIN assigned to you on voice -initiated Orders. A PIN is required for all voice -initiated transfers. 2.2 Terminal Initiated Orders. Bank's standard security procedures for terminal -initiated Orders (including Orders placed via the Internet) consist of RSA SecurID® or other system security features offered by Bank. Section 3 - Additional Security Procedures for Specific Services. (Unless designated as "optional" the following security procedures are required in addition to the Standard Secufft Procedures. 3.1 Voice -Initiated, Non -Repetitive Wires. 3.1.1 � Telephone Verification. (Optional) By initialing this box, you have agreed that Bank will make a reasonable attempt to telephone a person(s) desiomted by you 's most current Setup Form, to verify that a voice -initiated, non -repetitive Order is authorized if it exceeds $'1n� . 00 I' . (If no amount is designated, $500,000 will be used.) If*Bank is unable to complete the call, the Order will not be processed. Bank will not telephone to verb a Repetitive Order. A "Repetitive Order" is an Order to. Bank to pay a specified amount of money to a previously designated Beneficiary at a previously designated Beneficiary's financial institution. TM-1441.doc Revised080102 - 1 —of 3 3.2 Commercial Electronic Office (CEO sm) Wire Transfer Service (or WellsNet Wire Transfer Service.) 3.2.1 Availability of Self -Administration. If you request Self -Administration of your access to the CEO, most of the set-up and administration of your access to CEO services (including the CEO Wire Transfer Service) will be performed by your Company Administrator rather than Bank. Three levels of access authorization are available: Company Administrator, Administrator and Operator. A "Company Administrator" has access to all services you receive through the CEO and is able to set up and administer access for other Company Administrators, Administrators and Operators for all such services. An "Administrator" has access to specific CEO services and can set up other Administrators and Operators for such specific services. "Operators" are authorized to access specific services and functions (for example, the create/modify function or the verify function for wire transfer requests) within those services, but they are not authorized to set up or administer access for such services or functions. 3.2.1.1 No Self -Administration. If you do not have Self -Administration, your designated security administrator will determine Operators and the dollar limits per transaction and per day assigned to each Operator and will communicate this information to Bank. Bank will set up the Operators by assigning each a personal ID code. Your security administrator will also be responsible for communicating any changes in Operators or in Operator limits or authorization(s) to Bank. You will promptly report to Bank any lost or stolen token cards. 3.2.1.2 Self -Administration. If you have requested Self -Administration, Bank will assign a Company ID code and will set up your first Company Administrator by assigning a personal ID code and password to be used when he/she first enters the CEO number. He/She can then set up additional Company Administrators, Administrators or Operators. Any Company Administrator: (a) can set up additional Company Administrators, Administrators and Operators (issuing each a password that will be changed upon first entry to the CEO) and a personal ID code; (b) can reset passwords for all services; and (c) shall be required to immediately disable access to the CEO for any Company Administrator, Administrator or Operator who ceases to be a Company Administrator, Administrator or Operator. An Administrator can set up additional Administrators and Operators and reset passwords for the specific service(s) he/she is set up to access. Bank will not know the password of any Company Administrator, Administrator, or Operator except the initial password assigned to the first Company Administrator. Bank will give each Company Administrator and Administrator a token card and a PIN, known only by them individually and Bank. Self -Administration will also allow a Company Administrator or an Administrator to initiate a request to Bank to reassign an existing token card to another Company Administrator, Administrator or Operator. 3.2.13 Self -Administration with Dual Control. If you have requested Self -Administration with dual control, Bank will assign a Company ID code and will set up your first two Company Administrators by assigning each a personal ID code and password to be used when each first enters the CEO. All actions that can be performed by a Company Administrator or an Administrator in Section 3.2.1.2 will require that one Company Administrator (or Administrator with appropriate function access) initiate the action and a second Company Administrator (or Administrator with appropriate function access) approve the action. 3.2.2 Token Cards. Bank will assign a token card to each Operator. The token card generates a random and unique security code every minute. The code combines with a PIN to provide a unique password (the "Passcode") every minute. The PIN is set by each Operator individually upon first logon. The Passcode must be presented with each request to access the Service and is used by Bank to authenticate the identity of Company and/or the person originating the request. Bank will verify each request to access the Service by determining if the Passcode is valid for the associated personal ID code for the Operator and if the personal ID code used by the person requesting access is the personal ID code of one of the persons you have designated in writing as being authorized such access. Bank has no obligation to confirm in any other way the identity of any person making such a request. 3.23 Non Repetitive Requests For domestic and international non -repetitive wire transfer requests, Operators who create/modify such requests additionally will be required to use a Password which is initially provided to the Operator by Bank, or by a Company Administrator or Administrator if you have Self -Administration, and is changed by the Operator upon first to on. 33 Electronic Commerce/Payment Manager Services. (Check applicable box) 3.3.1 ❑ Password- File Transmission (Non -Encrypted). This procedure requires that a unique eight -digit code separately agreed upon in writing by you and Bank be presented with your wire file. You may be required to change the code on a regular basis 3.3.2. ❑ Secure File Transport (Encrypted). This procedure uses 128-bit SSL (Secure Sockets Layer) encryption and requires the use of a transmission ID and a transmission password. Use of a digital certificate is optional. Section 4 - Additional Provisions 4.1 Separation of Operator Function. You may separate among Operators using the Wire Transfer Service the ability to create/modify and to verify wire transfer requests. When an Operator is authorized to create/modify both domestic and international repetitive and non -repetitive transfer requests, Bank requires that you assign a separate Operator to verify these transactions. Bank requires that you separate such functions to reduce your risk of suffering a loss resulting from an unauthorized or fraudulent wire TM-1441.doc Revised080102 - 2 -of 3 transfers 4.2 Additional Actions by Bank. Any actions Bank takes to detect erroneous wire transfer requests, or any actions Bank takes beyond those described above in an attempt to detect unauthorized requests or instructions will be taken at Bank's sole discretion. No matter how many times Bank takes these actions they will not become part of Bank's standard procedures for attempting to detect such erroneous or unauthorized requests or instructions, and Bank will not in any situation be liable for failing to take or to correctly orm these actions. 4.3 Protection of Passwords, PINS, etc. It is your responsibility to ensure that the ID codes, passwords, token cards, PINS, and Passwodes are known to, and used only by, persons who have been properly authorized by you to use the Wire Transfer Service. Bank, 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. NOTE: Customer is NOT REQUIRED to complete Sections S and 6 below if it has accepted a wire transfer security procedure by signing the Acceptance of Service. Section 5 - Individual(s) authorized to receive information regarding the security procedure Name Name R Name s EwV ✓E S c Name Section 6 - Customer Approvals - Signature(s) as required by certificate of authority on signature card Legal Name of Customer `hata Tax )D/SSN Q �� 3 %3 Cityof La 7 Printed Name of Authorized Signer John M. Falconer Printed NaMp 9f Authorized Si tlo ✓c S-C TitleCt 0 OWLC'D) 9EL t2— ITACA-svtLE-1 l Si"Si g�natyre X X.. ,� y A3 i Nit` 1 -2—J7,4 03 Section 7 - Bank Approvals Bank Name RAU/CC/AU Banker/Ofcer Name MAC Banker omxr Signature X Phone Numbs Date TM-1441.doc Revised080102 - 3 —of 3 Master Agreement For Treasury Management Services The Service Documentation described below contains the terms under which Wells Fargo provides treasury management services ("Services"). The Wells Fargo bank through which the Services will be provided ("Bank") and the Company to which the Services will be provided are identified in the Acceptance of Services ("Acceptance"). Bank and Company agree: 1. Service Documentation. The Service Documentation includes: 1.1 The Service Description for each Service. 1.2 The Acceptance. 1.3 This Master Agreement for Treasury Management Services ( "Master Agreement"). 1.4 The account agreement for the business or commercial deposit account(s) (each, an "Account") that Company or Company's affiliate or subsidiary maintains at Bank or Bank's affiliate in connection with a Service. The account agreement includes the Dispute Resolution Program that Company and Bank agree to use to resolve any disagreements between Company and Bank regarding accounts and Services governed by the Service Documentation. 1.5 User Guides which include software, software licenses, reset diskettes, price schedules, specifications, instructions, and notices. 1.6 The set-up form(s) for each Service. The Service Documentation also applies to any Service that is provided by an affiliate of Bank and any Service that is used by an affiliate or a subsidiary of Company. "Bank" includes each such affiliate, and "Company" includes each such affiliate and subsidiary. All terms defined in this Master Agreement shall have the same meaning when used in the Service Documentation. If there is a conflict among the documents that make up the Service Documentation, the documents will govern in the order set forth above. Company acknowledges receiving a copy of the Service Documentation for each Service it requested when it entered into this Master Agreement. 2. Services. Bank and Company will agree upon the Service(s) to be provided. 3. Changes to Services. Bank may change (or add to) the terms and fees in the Service Documentation at any time upon prior written notification. If Company discontinues using the affected Service before the change becomes effective, it will not be bound by the change. If Company continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless terminated sooner in accordance with the Service Documentation, this Master Agreement and all Services will continue in effect until terminated by either party upon thirty (30) days prior written notice to the other party (unless a Service is terminated sooner in accordance with the Service Documentation). Bank may terminate any Service following notice to Company of a breach of any provision of the Service Documentation and Company's failure to cure the breach within fifteen (15) days of the date of such notice. Bank may also terminate any Service without notice to Company if Company is subject to a TMA450 Master Agreement For Treasury Management Services- Revised 2/15/02 Paae 1 of 4 petition under the U. S. Bankruptcy Code or if Bank determines, in its sole discretion, that a material adverse change has occurred in Company's ability to perform its obligations under the Service Documentation. The termination of a Service will not affect Company's or Bank's rights with respect to transactions which occurred before termination. Bank shall not be liable to Company for any losses or dam- ages Company may incur as a result of any termination of any Service. S. Service Fees. Company shall pay Bank the fees described in the Service Documentation and any taxes appli- cable to each Service, however designated, exclusive of taxes based on Bank's net income. Bank may debit Company's account(s) with Bank for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Company for such amounts, which Company shall promptly pay. Bank may assess finance charges at a rate of 1.5 % per month (18 % per annum) or the highest rate permitted by law, whichever is less, on any invoiced fees or taxes that are not paid within thirty (30) days of the due date and shall apply payments and other reductions of amounts owed first to unpaid interest and then to other fees and charges. 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and computer programs provided pursuant to this Master Agreement constitute Bank's or its vendor's confiden- tial information ("Confidential Information"). Bank or its vendor will remain the sole owner of all such Confidential Information, and Company will not acquire any interest in or rights to it as a result of Company's use of any Service except as set forth in the Service Documentation. Company will maintain the confidentiality of the Confidential Information and will 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 its employees who have a need to use the Confidential Information in connection with the applicable Service. Company shall notify Bank immediately if it knows or suspects that there has been any unautho- rized disclosure, possession, use or knowledge (each, an "Unauthorized Use") of any Confidential Information, and if it is responsible for the Unauthorized Use, it will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession or prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. In addition, except as permitted by applicable law, Company may not decompile, reverse engineer, disassemble, modify, or create derivative works of any computer program pro- vided pursuant to this Master Agreement. 7. Third Party Networks; Use of Required Software. If Bank determines that any funds transfer or communica- tions 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 Company, Bank may, upon notice to Company, sus- pend or discontinue the affected Service. Company shall use and maintain in good working order (and at its own expense) software, hardware and other equipment necessary for Company to use the Service(s) in. accordance with the Service Documentation. 8. No Representations or Warranties of Bank or Software Vendor. 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 fit- ness for a particular purpose, other than those expressly set forth in the Service Documentation. Master Agreement For Treasury Management Services Pane 7 nf 4 9. Liability and Indemnification. 9.1 Bank will perform each Service in accordance with reasonable commercial standards applicable to Bank's business; laws, regulations and operating circulars governing the activities of Bank; applicable funds transfer system(s) and clearinghouse rules; and the Service Documentation. 9.2 Bank is under no obligation to honor, in whole or in part, any entry, file, batch release, payment.order, transaction or instruction (each, an "Order"), which a) exceeds Company's available funds on deposit in an Account with Bank related to the Order; 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 Bank may from time to time establish and make available to Company; c) Bank has reason to believe may not been duly authorized, should not be honored for its or Company's protection, or involves funds subject to a hold, dispute, restriction or legal process that prevents their withdrawal; or d) would possibly result in Bank violating any applicable rule or regulation of any fed- eral or state regulatory authority including without limitation any Federal Reserve risk control pro- gram or guidelines such as the limitations on Bank's intra-day net funds position. 9.3 Company shall promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Company shall cooperate fully (and at its own expense) with Bank in recovering a loss. If Company is reimbursed by or on behalf of Bank, Bank or its designee will be subrogated to all rights of Company. 9.4 Any claim, action or proceeding against Bank for losses or damages arising from a Service, including Bank's honoring or dishonoring a check covered by a Service, must be brought within one (1) year from the date of the act or omission or in the case of a check from the date the check was first paid or returned by Bank. 9.5 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. 9.6 Except in the case of Bank's gross negligence or intentional misconduct, Company shall 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 with- out 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 Company; and c) if the Service includes a license or sublicense of any software to Company, the use or distribution of the software by Company or any person gaining access to the software through Company that is inconsistent with the license or sublicense. 9.7 Bank will only be liable to Company for its direct monetary losses or damages due to Bank's negli- gence or breach of this Master Agreement. Except in the case of Bank's gross negligence or intentional misconduct, Bank's liability to Company will be limited to an amount not to exceed ten (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). In no event will either party to this Master Agreement be liable to the other party for any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses or damages, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. Master Agreement For Treasury Management Services Page 3 of 4 10. General. 10.1 The Service Documentation will be governed by substantive federal laws, regulations and rules and, to the extent such laws, regulations and rules are not applicable, those of the state in which the principal office of the Bank identified on the Acceptance is located, without regard to conflicts of laws princi- ples. Any portion of the Service Documentation which is inconsistent with applicable laws, regulations or rules will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Company as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable or invalid, it will not otherwise affect the enforce- ability or validity of the Service Documentation. 10.2 The Service Documentation is the entire agreement between Bank and Company and supersedes all prior representations, conditions, warranties, understandings, proposals or agreements regarding a Service. 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. 10.3 Company agrees to provide Bank promptly upon Bank's request any existing financial statements or other information pertaining to Company's financial condition or any previously unprepared financial statements which Bank may require Company to prepare and/or to be audited or reviewed by inde- pendent certified public accountants acceptable to Bank. 10.4 Company expressly warrants that a Service will not be used in a manner which violates any federal or state law including without limitation any sanction or control administered by the Office of Foreign Assets Control or Bureau of Export Administration. 10.5 Sections 4, 5, 6, 8, 9, 10.4 and 10.5 of this Master Agreement will survive termination of this Master Agreement. 10.6 Either party may provide notice to the other party by mail, personal delivery, or electronic transmis- sion. Bank shall use the most recent address for. Company in Bank's records, and any notice from Bank will be effective when sent. Company shall use the address where Company's relationship man- ager or other manager is .located and address any notice to the attention of such manager. Any notice from Company will be effective when actually received by Bank. Bank will be entitled to rely on any notice from Company that it believes in good faith was authorized by an authorized representative of Company and, except as expressly stated in the Service Documentation, shall 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. 10.7 All uses of the Services through Company's ID codes, passwords, token cards, PINs, or passcodes (each, a "Code") will be deemed to be authorized by and binding on Company. Company's failure to protect Codes may allow an unauthorized party to a) use the Services, b) access Company's electronic communications and financial data, and c) send or receive information and communications to Bank. Unencrypted electronic transmission are not secure. Company assumes the entire risk for unauthorized use of Codes and any unencrypted electronic transmissions. 10.8 Company may not assign or transfer its rights or obligations with respect to the Service Documentation without Bank's prior written consent. Bank may assign its rights and obligations with respect to the Service Documentation to any successor by merger, consolidation or corporate reorgani- zation. 10.9 Unless otherwise provided in the Service Documentation, the term "Banking Day" means that part of a business day occurring prior to the cutoff time determined in accordance with Bank's applicable funds availability policy. Master Agreement For Treasury Management Services 02002 Wells Fargo Banks. All rights reserved. Page 4 of 4 WI :LLS FARGO WELLSTAX* SERVICE DESCRIPTION 1. Description. The WellsTax Service will allow Company to transfer funds (a "Transfer") from its account(s) (each, an "Account") with Bank to pay its federal payroll taxes to the Internal Revenue Service ("IRS7 and to pay certain other federal, State or other taxes listed from time to time In the WellsTax User Guide ("User Guide"). Company may initiate Transfers by touch-tone telephone or from -its PC using the WellsTax Windows -based software (the "Software") Bank supplies to Company. 2. Means for initiating Transfers. Bank will originate Company's transfers from its Account(s) to a third party ("Receiver") account ("Credit Entries") using the automated clearing house ("ACH") system or booktransfer, as appropriate. AN transfers will be made in accordance with the terns of this Service Description and, where applicable, the Operating Rules of the National Automated Clearing House Association ("NACHA Rules*). 3. Procedures for initiating Transfers. Transfers may be initiated using either touch-tone telephone or PC origination. In order to initiate a Transfer, Company must use an access code and personal identification number ("PIN"). 4. Security Procedures. • Company will manage and control the access to the WellsTax Service by means of its access code and PIN. Company assumes the entire responsibility at all times for the supervision, management, control and confidentiality of its access code and PIN and assumes the entire risk for the fraudulent or unauthorized use of its access code or PIN. Company understands that failure to protect its access code and PIN may allow an unauthorized person or entity to access the WellsTax Service. Company agrees to develop and put in place internal procedures to limit such risk, including, among other things, (a) changing the PIN at least once every 90 days, (b) changing the PIN each time an employee who had access to the PIN leaves Company or is reassigned, and (c) keeping the access code and PIN under secure conditions. Company also agrees to notify Bank immediately if it knows or suspects that the confidentiality of its access code of PIN has been breached. 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. 5. Accuracy of Data. Company must 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. 6. Transfer Deadline. Any Transfer initiated on any Business Day (a day on which Bank is open to provide the WellsTax Service, other than Saturdays, Sundays or public 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. TMA520 WellsTax Service Description Revised 9/02 Page 1 of 3 7. Authorized Reporting Agent. in performing the WellsTax Service, Bank is acting as Company's authorized reporting agent. If Company is a taxpayer that is mandated by Federal Law to make FTD payments and submit FTD information through the EFT system, Bank must make Company payments as FTD payments and submit Company payment information through the EFT system, regardless of Company's designation to the contrary. 8. Acceptance of Transfer Requests. The Security Procedures describe what steps must be taken to attempt to prevent unauthorized Credit Entries. Company agrees to be bound by any Credit Entry (i) authorized or transmitted by Company or (ii) 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 unauthorized Credit Entries or to detect errors in the transmission or content of Company's Credit Entries, Company agrees that no matter how many times Bank takes these actions (i) they will not become part of the Security Procedures and (ii) 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 Section 8. A request for a Transfer may not be accepted by Bank or the making of a requested Transfer may be delayed if the Transfer would (a) exceed the available funds in the Account on Transfer Initiation Deadline, (b) cause Bank to violate any applicable laws or regulations, or (c) cause Bank to exceed any limitation on 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 by telephone. 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. 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 shall have no liability to Company for any such rejection or for any loss resulting from Bank's failure to provide such notice. 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, (i) each Receiver has authorized the crediting of its account, and (ii) 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. Bank will determine the funds transfer system or other third party communications systems and the means by which each Credit Entry will be originated. 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. 9. 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 failing to investigate or verify any Transfer request. TM-1520 WellsTax Service Description Revised 9/02 Page 2 of 3 10. 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. 11. 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 will have no obligation to perform the WellsTax Service for Company or to make any Transfer out of such Account for Company even if Company has instructed Bank to do so. 12. Amendments and Cancellations of Transfer Requests. After Bank has made a Transfer, it cannot be canceled, amended or reversed. 13. Attempts to Restrict Acceptance of Transfer Requests. Instructions attempting to restrict Bank's acceptance of Company's requests for Transfers out of an Account may only be made in a writing, sent by telecopy or mail or personal delivery, which is signed by at least one of the persons authorized on the account documentation for such Account to withdraw funds by check from the Account or by a person authorized in Company's Board of Director's resolutions to enter into funds transfer arrangements with banks or into this Service Description. Such instructions will only be effective with respect to requests for Transfers made on the first Banking Day after Bank receives such instructions. 14. Records, information and Audits. Company agrees to determine promptly the accuracy of all records and information regarding the WellsTax 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 shall 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 similar to Company's business. 15. Responsibility for Paying Taxes. Any interruption in the WellsTax Service for any reason beyond Bank's control 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 failure 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. Software. Bank hereby grants Company a non-exclusive and non -assignable sub -license to use the Software for the purpose of initiating Credit Entries. The Software is the original, confidential, valuable and proprietary .product of govONE Solutions, LP which has licensed the Software to Bank with the right to sub -license to Company. Company has only the right to use the Software consistent herewith and with the other WellsTax Service Documentation. 18. Maintenance. Company will, at Company's own cost and expense, obtain, install and, at all times during Company's utilization of the WellsTax Service, maintain in good working order all hardware and equipment necessary for the WellsTax Service. Company shall implant on a regular basis and not less than weekly, backup measures to the WellsTax Service, including, among other things, if Company is originating Credit Entries through Company's PC, copying onto diskette each week's current data base files. In the event of any failure of hardware or software, Company will deliver to Bank all data necessary to perform Bank's obligations in connection with this WellsTax Service. TMA520 WellsTax Service Description Revised 9/02 Page 3 of 3 ACCEPTANCE OF SERVICES Bank: Wells Fargo Bank , N. A. P New Agreement ❑ Additional Service Each person signing this Acceptance of Services (`Acceptances certifies that: (a) the undersigned Company has received and agrees to be bound by the Service Documentation, as defined in Bank's Master Agreement for Treasury Management Services ('Agreements, and, if checked below, the Bank's Security Procedures, Sweep Services and Credit Sweep Services; (b) he or she has full authority to execute this Acceptance on behalf of Company, to enter into other agreements with Bank for Services now or hereafter offered by Bank and to amend, terminate or otherwise act on behalf of Company with respect to such agreements and Services, and (c) Company's use of any Service confirms its agreement to be bound by the Service Documentation relating to that Service. All terms defined in the Agreement shall have the same meaning when used in this Acceptance. Company's elections with respect to Security Procedures, Sweep Services, and Credit Sweep Services are: ❑ Yes ❑ No Security Procedures - ACH. (If yes, go to Part 11, below) ❑ Yes ❑ No Security Procedures - Wire Transfers. (If yes, go to Part 11, below) ❑ Yes ❑ No Sweep Services. (If yes, go to Part /it, below) ❑ Yes ❑ No Credit Sweep Services. (Obligation #_) A. Important Information about Security Procedures. Company understands that when Bank acts on any instruction to transfer funds by ACH or wire transfer from accounts Company maintains at Bank (each, an 'Order's, Bank and any beneficiary's bank may rely solely on (i) the beneficiary's account number even if it identifies a person different from the named beneficiary, and (ii) if provided to Bank the identification number of any other financial Institution through or to which the funds are to be transferred, rather than the name of the finandal institution. Company expressly agrees to be bound by any Order, whether or not authorized, issued in its name and accepted by Bank in compliance with the security procedure(s) Company has selected as indicated below. If Company selects a security procedure that is set forth in an Addendum, that Addendum is incorporated in this Acceptance by this reference. B. Security Procedures for ACH Services. (Select Option 1 or Option 2.) Option 1 t8 Yes ❑ No Bank's Standard Security Procedures (as set forth in Bank's ACH Services Security Procedures Agreement that is incorporated in this Acceptance by this reference). If Company elects Bank's Standard Secunity Procedures, Company must select one of the following Security Procedures: j� Yes ❑ No Intemet ACH security procedure. ❑ Yes ❑ No Other ACH Services security procedures (If yes, soled procedure that applies.) ❑ -Token C=Wasscode - ❑ Password -File Transmission File Transmissia✓Batch Release ❑ Secure File Transport. ❑ Password - Taped or Wfrtten InstrucUmv TMA 444 Acceptance of Services (Revised 04/03) Page 1 of 4 Option 2 ❑ Yes ❑ No Special Security Procedures. Company has refused the security procedures set forth in Option 1 above. Instead Company has requested use of the security procedure(s) set forth in the Addendum. Individual(s) authorized to receive Information regarding the ACH security procedure selected above: Name Name Name Name C.- Security Procedures for Wire Transfer Services. (Select Option 1 or Option 2.) Option 1 ❑ Yes ❑ No Bank's Standard Security Procedures (as set forth in Bank's Wire Transfer Services Security Procedures Agreement that is incorporated in this Acceptance by this reference). In addition to Bank's Standard Security Procedures, Company has selected the following security procedures: ❑ Yes ❑ No Security Procedure for Telephone Verification (yoke -initiated Orders only). Voice -initiated, non -repetitive Orders exceeding $ will be subject to telephone verification. (If no amount is designated, $500, 000 w711 be used.) ❑ Yes ❑ No Security Procedure for Commercial Electronic Oftice" ("CEO") Wire Transfer Service (or WellsNet Wine Transfer Service.) ❑ Yes ❑ No Security Procedures for. Electronic Commerce/Payment Manager Services (if yes, select procedure that applies.) ❑ Password — File Transmission (Non -encrypted). (This procedure requires that a unique eight -digit code separately agreed upon in writing by Company and Bank be presented with Company's wire file. Company may be required to change the code on a regular basis.) ❑ Secure File Transport (Encrypted). (This procedure uses 128-bit Secure Sockets Layer encryption and requires the use of . a transmission ID and a transmission password. Use of a. digital certificate is optional.) Option 2 ❑ Yes ❑ No Special Security Procedures. Company has refused the security procedures set forth in Opdon 1, above. Instead Company has requested use of the security procedure(s) set forth in the Addendum. Individual(s) authorized to receive Information regarding the Wire Transfer security procedure selected above: Name Name Name Name TM-1444 Acceptance of Services (Rev. 4/03) Page 2 of 4 .,ro n 4� �+ f @ L ¢¢yy'� ` �.�=�.•S. °' �,� � 0 tea, 9 � v'��"„�' A. IMPORTANT DISCLOSURES 1. General. The investment instruments below that are offered, add, or placed by Bank are not deposits in or obligations of, and are not guaranteed by, Bank or any affiliate (except for Repurchase Agreements, see below), are not insured by the FDIC, the Securities Investors Protection Corporadon, or the United States of America; and are subject to investment risk including possible lass of principal invested or the nonpayment of interest Yields vary with market conditions. Past performance is no guarantee of future results Bank makes no representation or warranty as to the suitability or safety with respect to any investments. Bank and its affiliates and their respective emp/oyee4 officers and directors, will not be liable to Company for any reason whatsoever related to investments or redemptions made d cough the Services. 2. Mutual Funds. Wells Fargo Funds Management, LLC, a whollyowned subsidiary of Wells Fargo b Company, provides investment advisory and adrranisbative services for the Wells Fargo Fund& Other affiliates of Wells Farb & Company provide sub advisory and odw services for the Funds. The Funds are distributed by Stephens, Inc, Member NYSFJSIPC. Wells Fargo b Company and its affiliates are not afflHated with Stephens, Inc Fees for such services are disclosed in the prospectuses for these Funds. Bank may act as agent or as principal for Company for mutual fund transactions. The Dreyfus Coporation and certain of its affiliates, whidr are not afflHated with Wells Fargo or Stephens, Inc, provide investment advisory, sub4dvisory andlor shareholder services to the Dreyfus Funds. The Dreyfus Funds are sponsored and distributed by the Dreyfus Corporation, Member NYSFJSIPC. For more complete information about the Wells Fargo Money Market Funds or Dreyfus Money Market Funds, including fees and expenses that apply to an investment in them, obtain a current prospectus by contacting your Treasury Management sales officer, relationship or other manager or Institutional Brokerage d Sales representative. Please read the prospectus carefully before Investing. Money market mutual funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the money market mutual funds. 3. Eurodollar Sweep. Funds invested in the Eurodollar Sweep account are not domestic bank deposits, are not insured by the Federal Deposit Insurance Corporadon and are not guaranteed by the United States government or any agency thereof. 4. Repurchase Agreements. Repurchase Agreement transactions are obligations of, but not deposits with, the repurchase counterparty (Bank or affiliates). 5. Government Sponsored Enterprises ("GSE"). Bank will act as principal for all GSE transactions. Discount notes and other short -tern obligations Issued by GSE's are obligations of their respective issuers. The obligations of such issuers are not obligations of, nor are they guaranteed by the United States of America. B. DESIGNATION OF INVESTMENT INSTRUMENTS Company designates the following investment Instruments (Select only one per checking account): ❑ Yes ❑ No OVERLAND EXPRESS SWEEP (Wells Fargo Overland Express Sweep Fund) ❑ Yes ❑ No INVESTACCOUNT. In addition to this Acceptance and the Service Description, a Master Repurchase Agreement must be completed and signed. ❑ Yes ❑ No EURODOLLAR SWEEP ❑ Yes ❑ No CORPORATE CASH MANAGEMENT ACCOUNT ("CCMA") In addition to -this Acceptance and the Service Description, a Master Repurchase Agreement must be completed and signed. ❑ Yes ❑ No CORRESPONDENT FED FUNDS SOLD. In addition to this Acceptance and the Service Description, a Federal Funds Sale Agreement -Principal Only -Sweep letter must by completed and signed. TM-1444 Acceptance of Services (Rev. 4/03) Page 3 of 4 CCMA INVESTMENT OPTIONS 1. You may select multiple investment options. If you do, please rank them in the order that you wish to invest your funds, for example, 1 for first, 2 for second, eta Rank Mutual Fund (MF) choices higher than Government Sponsored Enterprise (GSE) choices. 2. If you do not wish to invest your funds with a particular issuer, please leave that issuer line Wank 3. If you select a MF issuer(s), then you must also select at least one GSE issuer. • Mutual Fund Investment Option Wolfs Fargo Cash Investment Money Market Fund Wells Fargo Treasury Plus Institutional Money Market Fund Dreyfus Treasury Prime Cash Management • Government Sponsored F.nierprise Investment Option (Se/ed at least one) Federal Farm Credit Bank ("FFCB7 Federal Horne Loan Bank ("FHLB7 Federal Nedwal Mortgage Association ffanrde Mae • concentration Account Elections The Concentration Account, Interest Account and Specified Balance Ifsted below are subject to the Corporate Cash Management Account Service Description. Concentration Account Name Account Number Specified Balance (rf desired) Interest Account Name Account Number ((May be the Concentration Account) Agreed To any d Accepted By; Co ot�.i tj Name: hom 4 S _1 _ "Vve-jr- Title: C1 a Vol' Date: I ` 2- Zz o 3 TM-1444 Acceptance of Services (Rev.4/03) Page 4 of 4 ATTACHMENT 2 S: BANKING SERVICES BID FORM n Item De ited 1 $5• $5• med Items r $3. $21. med Items S Instruction Maintenance 2 $1.0000 $2. CITY OF SERVICE Tax Pa nt Service - Mo. Maintenance PRO -FORMA PRICING MATRIX MONTHLYEST • TOTAL COST PAYMENTSTAX 1 $10.00001 $10. Ait PC Tax Pa ent 2 $2.0000 $4• Tax Parient Fax Recei t 2 $2.000 $4• Wells Tax Access Code WIRES . OTHER Inming Domestic Wine 1 TRANSFER 51 $3.00ON $3• $7• $35• Wine Template Storage 2 $0• $0.04 Online Outgoing Book Transfer 1 $5.0000 $5.04 Online Outgoing Domestic Transfer 1 $7. $70.00 Manual ' Wire -Domestic INFORMATION Previous Da Balance R 1 SERVICES $7.000 $60. $7. $120. Previous Day Detail Re $0• $0• Previous Da Detail Per Item 4 $0.10001 $45. Online Inquiry 1 $0.000 $0• Sweep Services Sweep Maintenance 1 $0. $0. OTHER Full Acct Recon - Maintenance RECOMMENDED SERVICES 2 $50• $100• Full Acct Recon'- Input Per Item 392 so-0000 $0. Full Acct Recon - Input Per Item Manual 1 $0-Wo $0• Full Acct Recon - Per Transmission 2 $0.0000 $0• Full Acct Recon - Optional Report 1 $6.000 $6• Full Acct Recon - Per Item Reconcilement 39 $0.0400 $15.6 ACH Fraud Fillter/Stop Review Per Account $5.0000 ACH Fraud Fifter/Stop Review Item Charge $I.0000 Check I Retrieval Base Fee $10. Check Image Retrieval Per Item -1st 15 Free $0.0000 Positive Pa - Maintenance $0.0000 $0• Positive Pa - Ex Report 2 $0.0000 $0.29 Positive Pa - Exception Item 1 $0.500 $0• Positive Pa - Ex tion Retum Item 1 $10. $10. Positive Pa - Photocopyfimage 1 $0. $0. CEO I Positive Lay. I MWV�• ONE ACH Set-up - Per ID • FEES 1 $43. Waived ACH Fraud Fitter Set Up 3 $10. Waived Full Acct Recap - Per Acct 2 $100. Waived Image CD-ROM - Per Acct 1 $25. Waived Tax Pa t Service - Per Acct 1 $10. Waived li On-line Services So September 26, 2007 City of La Quints 78-495 Calle Tampico La Quinta, CA 92253 Attn: John Falconer, Finance Director' Re: Extension of Term of Banking Services Dear Mr. Falconer: The City of La Quinta ("you" or "Customer") has requested that Wells Fargo Bank, N.A. ("Bank"), extend the term of its banking and treasury management services to Customer for a four-year period, beginning January 1, 2008 and ending December 31, 2011 (the "Term"). Subject to the terms and provisions contained in this letter, Bank agrees to provide banking and treasuring management services to you for the Term. You agree that your accounts maintained with Bank and the services related thereto shall be subject to, and Bank's operation of such accounts and services shall be in accordance with, the terms and provisions of Bank's deposit account opening documentation and other account and service related documentation as in effect from time to time. In addition, the parties agree that the pricing for the services set forth on Exhibit A attached hereto shall be in effect for the entire Term unless amended in a writing signed by both parties. Notwithstanding anything to the contrary herein, the pricing for any additional services not listed in Exhibit A shall be provided by Bank at the then -current price unless otherwise agreed to between the parties. Please sign the acknowledgment below and return it to me. Upon receipt of the executed acknowledgment, the agreements set forth herein shall become effective. ACKNOWLEDGED AND ACCEPTED BY: City of La Quinta By. PZC4�1" Name: Title: Very truly yours, /00�� Mark Hewlett, Vice President Date: e- a00% Exhibit A Pricing City of La Quinta Pricing as of September 2007 TMA Code Service Description Charge Basis Price ACH-General 250120 ACH Originated - Addenda Rec transaction 0.03000 250000 Internet ACH Base Fee company ID 25.00000 250500 Internet ACH Batch Release batchffile 4.00000 250102 Internet ACH One Day Item transaction 0.25000 250102 Internet ACH Two Day Item transaction 0.15000 Account Reconcilement 200200 ARP Register Input CEO - Item check issued 0.05000 150100 ARP Checks Paid - Full Recon check paid 0.11000 209999 ARP Checks Returned W/Statement-Itm check paid 0.07000 200201 ARP Full Recon - Transmission Item check issued 0.04000 200010 ARP Monthly Base - Full account 50.00000 200310 ARP Optional Reports report 6.00000 200301 ARP Output - Transmission transmission 15.00000 200305 ARP Statement Monthly Base CEO account 0.00000 150030 Positive Pay Monthly Base account 0.00000 Branch Cash Services 100015 Cash Dep Over 1m Per Dollar -Branch dollar 0.00130 Cash Vault 100199 Cash Vault Currency/Coin Deposited dollar 0.00120 100100 Cash Vault Monthly Base location 35.00000 Page I of 3 TMA Code Service Description Charge Basis Price Deposited Items Unencoded 100220 Deposited Checks - On Us check deposited 0.08556 100223 Deposited Checks - Local check deposited 0.08400 100222 Deposited Checks - Local Clearing check deposited 0.08500 100225 Deposited Checks - Regional check deposited 0.09923 100224 Deposited Checks - Transit check deposited 0.08500 100220 Deposited Checks Cash Vault - On Us check deposited 0.08900 100221 Deposited Checks Cash Vault-WFB Aff check deposited 0.09506 100223 Deposited Checks Cash Vault - Local check deposited 0.10500 100222 Deposited Checks Cash VLT-Local Cir check deposited 0.09500 100225 Deposited Checks Cash Vault -Region check deposited 0.11500 100224 Deposited Checks Cash Vault -Transit check deposited 0.12900 Electronic Deposit Services 010101 Desktop Deposit Credit Posted credit 1.00000 400003 Desktop Deposit Report Mthly Base account 40.00000 100220 Desktop Deposit-Wfargo Deposit Item check deposited 0.08000 1002224 Desktop Deposit -Non Wfargo Dep Item check deposited 0.08500 General Account Services 010000 Account Maintenance W/ Chk Return account 10.00000 010000 Account Maintenance-Chexstor account 20.00000 010021 Zero Balance Monthly Base account 35.00000 010101 Credits Posted credit 1.25619 250201 Electronic Credits Posted credit 0.08645 250200 Electronic Debits Posted debit 0.06900 250202 ACH Received Item transaction 0.08308 150401 Check Inquiry Customer Servioe-Item credit/debtt 2.00000 010600 Deposit Inquiry Cust Service -Item credit 2.00000 General Disbursement Services 150410 Stop Payment - PC stop payment 5.00000 159999 Checks Returned W/Statement-Item check paid 0.05000 150100 DDA Checks Paid check paid 0.11000 Image Delivery 151$99 Wellslmage CD Per Item image 0.06000 151$53 Wellslmage CD Per CDROM CD ROM 30.00000 Page 2 of 3 TMA Code Service Description Charge Basis Price Information Services 400001 CEO Prev Day Subscription Dell Item item loaded 0.10000 400000 CEO Prev Day Subscription Mthlybase account 60.00000 150400 CEO Search inquiry 0.95000 Returned Items 100400 Return Item - Chargeback item 3.50000 100400 Return Item Special Instructions item 0.25000 100401 Return Item Special Inst Mthly Base account 1.00000 Sweep 450403 Sweep Stagecoach Mutualfnd Electnic statement 0.00000 450200 Sweep Stagecoach Mutual Fnd MO Base account 100.00000 WellsTAX 010000 WellsTAX Access Code Monthly Base access code 3.00000 Wire Transfer 350300 Wire IN Domestic transfer 7.00000 359999 Wire Template Storage Monthly Base item 0.00000 350104 Wire Out Domestic(Draw - Internet transfer 7.00000 Page 3 of 3 May 18, 2011 John M Falconer Finance Director City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Re: Extension of Term of Banking Services Dear Mr. Falconer, The City of La Quinta ("City') has received an offer from Wells Fargo Bank, N.A. ("Bank") to extend the term of its current contract for banking and treasury management services for an additional three-year period. The current term of the contract expires December 31, 2011. The new term will expire .December 31, 2014 ("Term"). The parties agree that the pricing for the services set forth in Exhibit A attached hereto shall be in effect beginning July 1, 2011 and remain for the entire Term unless amended in writing signed by both parties. Notwithstanding anything to the contrary herein, the pricing for any additional services not listed in Exhibit A shall be provided by Bank at the then -current price unless otherwise agreed to between the parties. Please sign the acknowledgment below and return it to me. Upon receipt of the executed acknowledgment, the agreement set forth herein shall become effective. Rggards, Lynn Love Vice President ACKNOWLEDGED AND ACCEPTED By: City of inta / BY Date: Name: Title:��OVR/(��9LL _ Wells Fargo Treasury M4 nagement Proposal city: of QW11ta Servico Deportation Unh Price GWM RAL ACCOUNT SERVICES ACCOUNT MAINTENANCE W/ CUR RETURN 10.00000 ACCOV NT MAIIZTENANCE CHE CSTOR 10,000, 00 ZERO BALANCE tiIASTER.ACCOUNTMAINT' 0:000.00 ZERO BALANCE MONTHLY BASE. 15.00000: DEBITS PASTED 0.05000 CREDITS POSTED 1110000, DDAWATEMENT-PAPER 0.00000 DESKTOP DEPOSIT CREDIT POSTED 1.00000 .. WELLSTAXACCESS CODE MONTHLY BASE &60.000 DEPOSITORY SERVICES CASH DEP/Si VER AT TELLER WINDOW 0.00.130 CEO RETURN ITEM RE, TR-Z- VAL•i�4YAGE 0.50000 iiETfIRTI STEM CK EBACK 3sQQb0 RETURN ITEM SP,ECLAL INSTRUCTIONS 0.25000 RETURN ITEM PHONE NOTIFY MI THLY BASE: 10.00000 IiE"PT7ILl�i TI Ei�iI SPECIAL INST MTHLY.BASE 1.00000 CASK VAULT'CURRENCWCOLr1 DEPOSITED2" 0.00I20 CASH VAULT MONTHLY Bg3E- 0.00000 DEPOSITED CHECKS . ON IJS 0.0wo. DEPOSITED CHECKS • LOCAL CLEARING 0.0.8500 DEPOSITED CHECKS . REGIONAL 0-.09900 j DEPOSITED CHECKS • TRANSIT 0.08500 DEPOSITED CHECKS. CASH VAULT -,AN US 0.090.00 DEPOSITED CHECKS CASH"VLT LOCAL.CLR 0;09500' DEPOSITED CHECKS CASKVAULT-REGION 0.11500 DEPOSITED CHECKS CiASSH:VAULT•:TRANSIT 0.12900: DESKTOP DEPOSIT-WFARGO DEPOSIT ITEM O,OSOpO' DESIcrop DEPOSIT•NON WFARGO DEP ITEM 0.08500 PAPER DISBURSEMENT SERVICES PAYEE VALIDATION STANDARD,1TEM- O.b2D0D. WELLsauGE PAID CHEC i PER ITEM- 0.060.U0 POSITIVE PAY EXaCEPTION — CEO IMAGE • 0.50o00 ARP CHEM J'AID . FUEL RECON 0:1I000 ONLINE IMAG& VIEW c W DAYS ITEM 3.50000 . POSITIVEPAY.EXCEPTIONCHECKS:RETND 2.50000 POSITIVE. PAY MONTHLY BASE 0.04000 i±YMT AUTH MAX CHECKMTRLY BASE 0.000..ob STOP PAYMENT - ONLINE 5.00000 . WELISIMAQE PAID CHECK MONTHLY BASE O.00QbO . jj&, ftjgo �asm MApaVmiant Pxoposd \\ 2 .:city aLaQitlt�b Service & � d \ . w— \ . .\ : . 4BBCU»4UMED%/STA«MENT-IM4 ..6.06000 . ACHECUIYAI a i e . . . Ws6giMAR PAJ» CHECK PER CD . .. �+00000 CEO SMc . < » . 0.95000 2 . n . .qAm. 3&00000 . ova . n «o m� y +000 Q @@ ai00. INVESTMENT/CUSTODY Ake m Government & Institutional Banldng GIB Centralized Relationship Team 333 Market Street,1$th Floor MAC Ao1o9-152 San Francisco, CA 94105 f October 22, 2014 Rita Conrad Finance Director/City Manager City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Re: Extension of Term of Banking Services Dear Ms. Conrad, The City of La Quinta ("City") has received an offer from Wells Fargo Bank, N. A. ("Bank") to extend the term of its current contract for banking and treasury management services for an additional two-year period. The current term of the contract expires December 31, 2014. The new term will expire December 31, 2o16 ("Term"). The parties agree that the pricing for the services set forth in Exhibit A attached hereto shall be in effect beginning January 1, 2015 and remain for the entire term unless amended in writing signed by both parties. Notwithstanding anything to the contrary herein, the pricing for any additional services not listed in Exhibit A shall be provided by the Bank at the then -current price unless otherwise agreed to between'the parties. Please sign the acknowledgement below and return to me. Upon receipt of the executed acknowledgement, the agreement set forth herein shall become effective. Sincerely. Aloha Sabado Assistant Vice President Portfolio Manager ACKNOWLEDGED AND ACCEPTED BY: City of La Quinta B__._-.-- a e: Fr Spevacek Title: City Manager ATTEST:5;t4l_z� bil Susan Maysels, City Vlerk APPROVED AS TO FORM: William H. Ihrke, City Attorney Wells Fargo Bank, N.A. EXHIBIT A Wells Fargo Treasury Management Proposal City of La Quinta Pricing as of September 2614 Sel- ic___e D-U04Rdom Standard pit Monthly Volurn ; Standard c6rges a 4d ACH ACH ORIGINATED -ADDENDA REC 0.03000 0.03000 6 o.t8. 0.18 ACH RECEIVED ITEM 0.04748 0.04748 103 4.89 4.89 ACM PAYMENTS ONLINE BATCH RELEASE 4.00000 3.00000 10 40,00 30.00 INTERNET ACH BASE FEE 25.00000 25.00000 1 25.00 2,5.Or1 INTERNET ACH ONE DAY ITEM 0.25000 0110000 305 76.25 "o.50 INTERNET ACH TWO DAY ITEM 0.15000 0110000 87 13,05 8.70 Subtotal t;;9.37 99.27 ACH Fraud Filter AC]I CEO FRAUD FILTER REVIEW MO BASE 25-00000 25.00000 3 75-00 75,00 ACH CEO FRAUD FILTER REVIEW MO BASE 0.00000 0.00000 3 0.00 0.00 Subtotal 75.00 75.00 Account Reconcilement ARP AGED ISSUE RECORDS ON FILE -ITEM 0.04000 0.04000 . 47 1.88 1.88 ARP CHECKS PAID - FULL RECON 0111000 0.11000 325 35.75 35.75 ARP FULL RECON-ITEM 0.04000 0.04000 320 12.80 12.80 ARI' MONTHLY BASE - FULL 40.00000 40.00000 1 40.00 40.00 ARI'OPTIONAL REPORTS 6.00000 6.000co 22 132.00 132.00 All I'OUTPUT- TRANSMISSION 10.00000 7.00000 22 220.00 154.00 ARP STATEMENT MONTHLY BASE CEO 0.00000 0.00000 1 0.00 0.00 O UTGOING TRANSMISSION - PER ITEM 0.00000 0.00000 325 0.00 0.00 Subtotal 442.43 376.43 Cash Branch/Store Channel CASH DEP/$i VER ATTELLER WINDOW 0.00130 0.00130 10,107 13.14 13,14 C:It POSTED - OTC STORE DEPOSITS/ND 0.00000 0.00000 41 0.00 0.00 PAVPai VALID NON ACCT HLDER-CHK CASH 0100000 0.00000 1 0.00 0.00 Subtotal 13.14 13.14 rash Vault CASH VAULT MIXED DEPOSIT PROCESSING 0.00000 0100000 2 0.00 0.00 CASH VLT DEP PROCESSING 0.00000 0.00000 30 0.00 0.00 CASH VAULT CURRENCY/COIN DEPOSITED 0.00120 0.00120 8,338 10.01 10.01 CASH VAULTMONTHLY BASE 0.00000 0.00000 1 0.00 0.00 Suhtoi��l 10.01 10.01 Dusklop Deposit/Electronic Check DFSKT611 DEPOSIT IMAGES RETRIEVED 0.50000 0.50000 1 0.50 0.50 DESKTOP DEPOSIT CREDIT POSTED 1.00000 1.00000 42 42.00 42.00 DESKTOP DEPOSIT REPORT MTI-ILY BASE 40-00000 20,00000 1 40.00 20.00 DESKTOP DEPOSIT-W FARGO DEPOSIT ITEM 0.08000 0.08000 123 9.84 9.84 DESKTOP DEPOSIT -NON WFARGO DEP ITEM 0.08501 0.08501 491 41.74 41.74 Customer Proposal Report General Account Sendees ACCOUNT MAIi4`,] WANGE W/ CFIK IZEI11f N, ACCOUNT LIA1N'IGNANCl G1IEl'S i'OR ZERO BALANCE MASTER ACCOUNT MAINT ZERO BALANCE MONTHLY BASE . DEBUTS POSTED CREDIT'S POSTED ELECTRONIC CREDITS POSTED DDASTATEMENT-PAPER CLIENT ANALYSIS STATEMENT -PAPER BANI, CONFIRMATION.AUD11- R.EQtJL•'S'T Subtotal Gcncrcll Ui51iu1.�enfcntScrviccs PYi4Tl'AIDTH MAX CI %CI°IiLY BASF. STOP PAYMENT- ONLINE CIIRCK; KI IUlZN[sD W/STI I MIENT-I TRM DDA CRICKS PAID Subtotal ITNI F'ortilgn Cheelcs and Drabs DEPOSITED CHI*.CIi CANADIAN Subtotal finage Llelivery WELLSIMAGE PAID CHECK PER ITEM ONLINE IMAGE VIEW < go DAYS - ITEM ONLINE IMAGE VIEW > 90 .DAYS - ITEM WELLSIMAGE PAID CHECK MONTHLY BASE WELLSIMAGE PAID CHECK PER CD Subtotal Information Reporting CEO PREV DAY SUBSCRIPTION DETL ITEM CFO, PREV DAY SUBSCRIPTION MTHT.YBASE CEO PREV DAY SUBSCRIPTION MTHLYBASE CEO. SEARCH Sul*Ald Raper Cheeks Deposited DEPOSITED CHECKS - ON US DEPOSITED CHECKS Subtotal. Positive Pay PAYEE VALIDATION STANDARD -ITEM POSITIVE PAY EXCEPTION -CEO IM AGE POSITIVE PAY EXCEPTIONS - ITEM POSITIVE PAY MONTHLY BASE Subtotal Returned Items CEO RETURN ITEM RETRIEVAL -IMAGE CEO RETURN ITEM SERVICE MTHLY BASE RETURN ITEM - CHARGEBACK RETURN ITEM SPECIAI. INSTRUCTIONS RETURN ITEM PHONE NOTIFICATION RETURN ITEM PHONE NOTIFY MTHLY BASE RETURN ITEM SPECIAL INST MTHLY BASE 10,00000 10.00000 2 10,00000 10.00000 2 0100000 0.00000 1 15.00000 15.00000 1 o.o6790 o.o6790 62 1.29375 1.29375 96 0.19897 0.19897 194 0.00000 0.00000 1 0.00000 0.00000 2 65.00000 65.00000 1 0.00000 0.00000 2 5.00000 5.00000 1 0.05000 0.05000 9 0.11000 0.11000 9 5,25000 5.25000 1 o.o6000 o.o6000 320 3,50000 3.50000 8 10.00000 10.00000 1 0.00000 0.00000 1 30.00000 30.00000 1 0.10000 0.10000 692 0.00000 13.0(l,o(,)4 3 30.00000 ;ioxig000 3 o.98636 0198636 11 o.o8600 o.o8tii10 15 0,08517 0,08517 58 0:02 000 0.02000, 325 0,50060 O.;jOooO _ 1 0.s0000 0.5C1000 1 0=000 0.010000 1 0.50000 o.50006 0.00000 O.00000 2 5000e 3,;c1oor3: 2 o.'.d50oo 0.•.ta011(7: 2 4.50000 +50000 1 10.000o0 I O.$Op00 1 1.00000 .1.00000 . 3 'Omer Proposal Report 134.o8 20.00 20.00 0.00 15.00 4.21 124.20 38.6o 0.00 0.00 65.00 28' .Ol 0.00 5.00 0.45 0.99 6.44 5.25 19. 28. 10. 6. 30. 87.: 69. 0. go. 10. 170.1 6. 0. 0. 0. 7.1 114.08 20.00 20.00 0.00 15.00 4.21 124.20 287.01 0.00 5.00 0.45 0.99 6.44 5.25 5.25 19.20 0.00 9o.00 10.85 170.05 1.29 4.94 6.23 6.50 0.50 OSO. 0.50 0.00 7.00 050 .I;50 Sulstohil Swop SWGEP'STAGECOACIIMUTUALGND ELECTNIC SWRET STAGECOACH MUTUAL IND MO BASE Sublotal Wells Tax WELLSPA\ ACCESS CODE MONTHLY BASE slikowl Wires WIRE SECURITY MONTHLY BASE WME IN DOMESTIC WI ItE TEMPLATE STORAGE MONTHLY BASF. WIRE-OLITGO,TNG DOMESTIC -CEO 25.50 25.50 0.00000. 0,00000 1 0.00 0.0(i 0.00000 0.00000 1 0.00 0.'00 0.00 0.00 3.00000 ,3.00000 1 3.00 3.00 3.00 3.00 0.00000 0.00000: 3 0.00 0.00 7.00000 7.00000 1 7.00 7.00 0.00000 0.00000, 2 0.00 U.UO 7.00000 7.00000 2 14.00 1.1,00 21.00 21.00 Customer Proposal Report