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Bank Depository Services-5962-Award/Ordinance/Pricing
Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C RFP May 3 2016 5962 Karen Smith Bank Depository Services 16-293 Contract# 5962 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN WELLS FARGO BANK, N.A. (Contract 5962) THIS CONTRACT is made and entered into this date ______________________, by and between Wells Fargo Bank, N.A., a corporation, whose address is 420 Montgomery Street, San Francisco, CA 94104, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP 5962 – Depository Services, a copy of which is on file at the office of Purchasing Agent. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) RFP 5962 Scope of Services, except to the extent Contractor’s Proposal (Exhibit “M”) expressly includes exceptions thereto (Exhibit “B”); (c) Depository Pledge Agreement (Exhibit “C”); (d) Master Agreement for Treasury Management Services (Exhibit “D”); (e) Treasury Management Product Enrollment (Exhibit “E”); (f) Commercial Account Agreement (Exhibit “F”); (g) Safekeeping Agency Agreement (Exhibit "G"); (h) Confidentiality Agreement (Exhibit "H"); (i) Wire Services Customer Setup Form and Agreement (Exhibit "I"); (j) Wells Fargo Service Descriptions (Exhibit “J”); (k) Insurance Requirements (Exhibit “K”); (l) Certificate of Interested Parties Electronic Filing (Exhibit "L"); (m) Contractor’s Proposal. (Exhibit "M"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C April 26, 2016 Contract# 5962 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Aaron.Cook@wellsfargo.com 214-661-1245 Aaron Cook, Wells Fargo Vice President 2016-15683 4/18/2016 April 26, 2016 Contract# 5962 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $1,200,000. Pricing shall be per Exhibit M attached. 2. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 3. Indemnification As authorized by the Constitution and laws of the State of Texas, including but not limited to Article 3 Section 52 and Article 11 Section 7 of the Texas Constitution, the parties agree that City cannot enter into a contract whereby it agrees to indemnity or hold harmless any other party; therefore, all references of any kind to indemnifying, holding or saving harmless for any reason whatsoever is of no effect. 4. Governing Law: The Contract shall be governed by: (a) U.S. federal law and (b) the laws of the State of Texas. 5. Jurisdiction and Venue: The Contract is made under and shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 6. Obligations of the Depository The Contractor shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved securities as defined or referred to in Tex. Loc. Gov’t Code §105.031 et. seq., the Collateral for Public Funds Act, Chapter 2257 of the Texas Government Code, and the City’s Investment Policy dated December 1, 2015, in an amount of market value sufficiently adequate to protect all uninsured collected deposits of City on deposit with Contractor during the term of this Contract, but not less than that required by Tex. Loc. Gov’t Code Ch. 105 Tex. Gov’t Code 2257.022, the City’s Investment Policy dated December 1, 2015 and all other laws applicable to Contractor with respect to its obligation to pledge assets to collateralize the City’s deposits. To the extent the City’s Investment Policy is modified, the City will provide Contractor (under both this Agreement DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 and the Depository Pledge Agreement) with one-hundred and twenty (120) days’ notice of such change. Contractor and City shall use the attached executed Depository Pledge Agreement attached to this Contract as Exhibit C and made a part hereof as if written word for word herein for the purposes of collateralization in accordance with this paragraph. All uninsured collected deposits, including accrued interest, are to be fully collateralized in accordance with the above terms. Contractor will be responsible for determining daily if the collateral is sufficient in accordance with this Contract, the Depositories for Municipal Funds Act, the Collateral for Public Funds Act, and all other applicable laws. Pledged securities will be held by The Bank of New York Mellon Trust Company National Association Provided further that: a. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov’t Code §105.031 and Chapter 2257 of the Texas Government Code, and the amount pledged shall be in a total market value as required by applicable laws and as provided in the City’s most recent Investment Policy dated December 1, 2015. b. Contractor shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Contractor for the account of the City no later than the banking day next following the day of Contractor receipt of such warrants; that Contractor shall faithfully perform all duties and obligations devolving upon Contractor by law and this Contract, including specifically the duty to collect with diligence checks, drafts, and demands for money deposited with Contractor; pay upon presentation all checks or drafts drawn against sufficient available funds on order of the City in accordance with its orders duly entered according to the laws of Texas; pay any time deposit or certificate of deposit of City in Contractor upon maturity or after the period of notice required, and faithfully keep, account for as required by applicable law; and faithfully pay over at maturity, or on demand, as City may elect, to any successor depository all balances of funds the City then has on deposit with Contractor. c. The pledge of approved securities required by this Contract shall be a continuing pledge, ceasing only as provided under the Depository Pledge Agreement attached as Exhibit C. d. On the execution date of this Contract, the Contractor agrees to pledge an amount that is 102% of uninsured collected deposits of the City. e. Contractor agrees that it will act, and the City hereby designates Contractor as its primary depository, with both parties agreeing that all funds herein shall be deposited in compliance with all applicable local, state, and federal laws including, but not limited to the Depositories for Municipal Funds Act, Chapter 105, §105.001-105-092 of the Texas Government Code (V.A.T.C.S); the Collateral for Public Funds Act, Chapter 2257, §2257.001-2257.083 of the Texas Government Code (V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, §2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and Code of Ordinances of the City of Denton, Texas, as amended; and the Investment Policy adopted by the City dated as of December 1, 2015. It is also the intention of the parties hereto, in conformance with the above-mentioned laws that the City shall remain at maximum flexibility to invest its funds prudently to DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 earn the highest rate of return consistent with the City’s Investment Policy and all other applicable requirements of the law. f. Contractor shall in return for the City depositing its funds in the depository, provide professional banking services as an independent contractor for the charges as set forth in the Contractor’s Proposal which is attached hereto as Exhibit M and made a part of this Contract for all purposes. g. Contractor shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Contractor by applicable law and under this Contract, (c) pay on presentation all checks drawn against sufficient available funds and personally payable on a demand deposit account with the Contractor, (d) pay all transfers properly payable against sufficient available funds as directed by the designated employee or officer chosen by the City, (e) provide and maintain security at the level required by Tex. Gov’t Code Ch. 2257, and (f) account for municipal funds as required by applicable law. 7. Additional Depositories This Contract shall be non-exclusive and the City reserves the right to designate secondary or additional depositories and to, if necessary, enter into Depository Agreements for other City funds with other banks in Denton County or adjacent counties whenever the interests of the City may demand. The City also reserves the right to contract with other financial institutions under separate contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. 8. Modification of Exhibit Terms and Conditions a. Exhibit D- Master Agreement for Treasury Management Services, Section 6 shall be amended to read: 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and Terms of Use constitute Bank’s or its vendor's confidential information ("Confidential Information"), and Customer will not acquire any ownership interest in or rights to Confidential Information as a result of Customer’s use of any Service. Customer will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than Customer’s employees who have a need to use the Confidential Information in connection with the applicable Service; and (c) not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. Customer will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge (each, an “Unauthorized Use”) of any Confidential Information. If Customer (or its employees or agents) is responsible for the Unauthorized Use, Customer will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 as a result of such Unauthorized use, in compliance with and allowed by the Provisions of Texas Government Code Title 5, Subtitle A, Chapter 552, the Public Information Act. b. Exhibit D – Master Agreement for Treasury Management Services, Section 10 shall be amended to read: 10. Arbitration Agreement. Upon demand of either party, any controversy or claim arising out of or relating to this Account Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in controversy is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in controversy of less than US $5,000,000 or its equivalent in any other currency. The arbitrator(s) will be mutually selected by both parties. Arbitration will proceed in a location selected by AAA in the Dallas-Fort Worth area of Texas. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. The arbitrator will be mutually selected by both parties. c. Exhibit F – Commercial Account Agreement, Electric Communications Section located on Page 13, shall be amended to read: Electronic Communications. If Company provides Bank with an electronic address to which Bank may send electronic communications, Company agrees that Bank may send to Company by electronic communication any information that the laws governing this Agreement require be sent to Company in writing, provided such electronic communication does not violate the laws governing this Agreement, and shall at all times comply with the Texas Business and Commerce Code, Title 10, Chapter 332 The Uniform Electronic Transactions Act, if and to the extent applicable. “Electronic communication” means a message transmitted electronically in a format that allows visual text or images to be displayed on equipment such as a personal computer monitor. d. Exhibit J – Wire Transfer Service Description, Section 7 shall be amended to read: 7. Company’s Duty to Report Erroneous or Unauthorized Transfer Instructions. Company will exercise ordinary care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding thirty (30) days after Company receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Company will be DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 liable to Bank for the loss Bank incurs as a result of Company’s failure to act in accordance with this section. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 Exhibit B SCOPE OF WORK & SPECIFICATIONS PART 1: BANK DEPOSITORY SERVICES The City of Denton is seeking proposals from eligible Respondents (state or national bank, credit union or savings association that has a branch in the City of Denton in accordance with Texas Local Government Code Chapter 105) to be the bank depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre-defined limit. The City plans to manage its own investment portfolio. The contract period will be five (5) years beginning June 1, 2016 and ending May 31, 2021. Either party may terminate the contract by providing at least a ninety (90) day written notification of said termination. The contract will also provide for an extension period not to exceed one hundred and twenty (120) days for the transition to a new bank depository, if needed. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: • To seek a Bank that is both capable of providing comprehensive services and willing to be attentive to the City’s banking needs. • To maximize the total dollars earned by the City on bank balances in order to be prudent and effective custodians of financial resources. • To maintain a good working relationship with the Bank. • To adequately compensate the Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. • To fully comply with the requirements of Texas Local Government Code Chapter 105 and Texas Government Code Chapters 2256 & 2257, as amended. Any terms in this RFP which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a Respondent should be noted in the Respondent’s proposal form. Respondents will be required, if awarded the depository agreement, to execute the documents attached as Attachment A – Depository Services Contract, unless Respondent notes in their proposal exceptions to the terminology in such attachment. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the Respondent’s reply to be considered for evaluation. Attachments may be appropriate to answer some of the enclosed questions. 1. In order to be considered, the Bank must be a state or national bank, credit union or savings association with a branch in the City of Denton, in accordance with Texas Local Government Code Chapter 105. Each proposal must provide the following information: DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 a. The amount of paid-up capital stock and permanent surplus for the Bank. b. Audited financial statements for the most recent reporting year. c. List of Bank officers. d. List of the Bank directors. e. Ratings on outstanding debt. f. Proposed wire transfer agreement/contract. g. Sample account analysis and monthly bank statement. h. Availability of funds schedule. i. Proposed collateral agreement and FIRREA compliance documents perfecting collateral. j. Proposed custody/security safekeeping agreement. k. Any additional contracts or agreements requiring City approval (ACH, cash vault, retail lockbox, e-lockbox, etc…). l. RFP documents including fee schedule. m. Policies for overnight and daylight overdrafts. n. Reference list of cities in Texas, preferably cities of similar or larger size. o. Sample daily lockbox transmission reports. p. Sample monthly lockbox activity reports. 2. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Exhibit 1 will be acceptable in the monthly account analysis, unless specified in subsequent sections. Once selected as the City’s Bank, no additional or increased fees for services in the fee schedule may be charged to the City during the contract term. An account analysis statement must be sent to the City monthly. Upon review and any necessary corrections, the City will authorize a debit to its Control Concentration Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. 3. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. 4. How is the Bank chartered? 5. What percent of current loans are classified as non-performing? 6. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If “yes”, please explain. 7. Indicate the Bank’s capital to assets ratio for the last five (5) years. 8. What was the Bank’s 2014 return on assets (ROA)? 9. Attach copies of the Bank’s most recent FDIC (UPBR) call reports. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 10. Does the Bank currently operate a branch bank(s) in the city of Denton? If so, please indicate services that will be provided from the Bank’s branch location(s) and services provided from the main Bank. Also, please indicate service locations throughout the proposal, where applicable. 11. Please list all service locations in Denton. 12. The City intends to establish the following Bank accounts: Account Name Type Controlled Disbursement Account Zero-Balance Account Depository Account Zero-Balance Account Pay Flex Account Zero-Balance Account Utility Account Zero-Balance Account Control Concentration Account Commercial Account The Controlled Disbursement Account will be used to clear all disbursement checks for the City. Automatic transfers from the City’s Control Concentration Account will be used to fund checks and bring the balance back to zero. The bank is required to notify the City via an Internet reporting system each morning no later than 10:00 a.m. Central Standard Time (CST) of the total amount of checks clearing for that day. Please provide any specific Controlled Disbursement Account agreement. The City reserves the right to open or close any number or type of accounts throughout the period, if necessary, although no changes are anticipated at this time. 13. Services and Fees a. The City prefers a straight fee or direct payment method where analysis charges are debited to the Control Concentration Account. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Respondents should provide proposals for both the straight fee/direct payment method and the compensating balance method. All account balances should be grouped together for either calculation. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis statement each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account (earnings credit). Please submit a sample of the monthly account analysis statement. Safekeeping fees for the City’s investments shall be described on the account DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 analysis statement and paid monthly. The City requires that all charges for securities clearance and safekeeping, including fees passed on from the Federal Reserve Bank or the Federal Home Loan Bank, be included in the account analysis statement rather than deducted from each security settlement. Exhibit 1 contains the City’s average bank depository services activity over the past 12 months. Using Exhibit 1, please indicate the cost of providing each of these services on a per-item basis and include the associated Association of Financial Professionals (AFP) code, if different from those currently provided. If appropriate, identify other services not listed with their associated costs and AFP code. Any service not appearing or which does not have a fee indicated on the proposal form will be considered to be free of charge in the bank depository agreement. Please attach a sample account analysis statement. 14. Automatic payroll deposit is a service the City offers its employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to employee’s bank, saving and loan, or credit union account. Please state the Bank’s procedure for this service and list appropriate cut-off times that would apply. The City’s net payroll is approximately $2.5 million each pay period. 15. Please provide information pertaining to payroll cards, if provided. 16. Please indicate whether or not non-account holders, employees and/or vendors, will be charged a fee to cash disbursement checks issued by the City. 17. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a commercial account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit that the City could utilize daily as an investment alternative? If so, please explain the fund’s parameters and interest earnings history or attach a separate prospectus. 18. Retail Lockbox a. The City requires retail lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The utility lockbox service must be a year-round operation. Specify if lockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s utility account. b. Bank capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 i. The Respondent must obtain one (1) post office box for utility payments. ii. All payments must be processed within 24 hours. iii. The Respondent must be capable of retrieving mail from the post office, opening all correspondence, balancing contents, direct depositing to the City’s utility account, and transmitting updates/posting to the City of Denton customer accounts. iv. The Respondent must be able to process the following payments: 1. 1 check, 1 coupon 2. 1 check, multiple coupons 3. 1 check, 1 spreadsheet with listing of accounts 4. Multiple checks, 1 account 5. Check only 6. Electronic bill payments (EDI – Electronic Data Interchange) 7. Money Orders 8. Cashier’s Checks c. The Respondent must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount, and prepare a transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. d. The Respondent must be capable of accepting monthly stop payment files which will include a listing of accounts that the City will not accept payment on. e. The Respondent must have the capability to sort out coupons identified for special processing (Plus One Program, change of mailing address, etc…). f. The Respondent must provide the City all miscellaneous correspondence received through lockbox (i.e., address changes, payment extension requests, etc…), bill stubs/coupons, and unprocessed payments within 24 hours. g. The Respondent must submit daily and monthly reports indicating the number of pieces received and the total revenue deposited to the City’s utility account. h. The Respondent must have the capability to transmit data and images electronically through the billboard or other application, on a daily basis, by 1:00 p.m. CST, in order to expedite cash flow and update customer accounts. i. The Respondent must designate a dedicated on-site contact person for research and issue resolution. j. The Respondent must provide same day on-line viewing of all check images. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 k. The Respondent must have the capabilities to return payment envelopes. l. The Respondent must have capabilities of providing daily e-mail reports and on- line detailed viewing of deposit adjustments and returned checks. m. The Respondent must be capable of providing detailed viewing of payments that have not been allocated to an associated account for research and decision by 12:00 p.m. CST each day. The City will decision those payments so that they may be posted same day. 19. Remote Deposit Capture (RDC) a. The Respondent must have the capabilities of converting checks to ACH payments for priority processing. The City currently has RDC equipment in use in Utility Billing and Fire EMS. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. 20. Collected Funds Definition a. The City desires to receive same day credit for all funds deposited by 3:00 p.m. CST. The funds should be investable for any investment transaction that can be executed. If not invested, the funds should earn interest/earnings credit at the rate paid for Commercial accounts. b. Please explain how the Bank calculates its Interest Rate and/or Earnings Credit Rate (ECR). c. What is the Bank’s minimum guaranteed Interest and/or ECR and how would that change in the future if interest rates increase? d. Please attach a funds availability schedule. 21. Commercial Account Rates/Alternative Accounts a. Please provide a detailed explanation of the Bank’s policy and methodology used in the setting of interest rates paid on commercial accounts. Also, provide a schedule of all interest rates paid on commercial accounts since January 1, 2015. Specifically indicate if the interest rates are applied to ledger balances or collected balances and how it is calculated. Indicate when the interest rates change and if they are based on a market rate such as a T-Bill discount or yield rate. If the Bank proposes to pay the City a different interest rate on its commercial account, please explain. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 b. If the Bank proposes a different type of account, whether interest bearing or not, please provide a detailed explanation of such alternative account and how FDIC insurance may apply. 22. Electronic Lockbox Services a. The City desires E-Lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The Utility E-Lockbox service is a year-round operation. Please list any applicable E-Lockbox charges. Only the E-Lockbox charges listed on Exhibit 1 and in this section will be acceptable in the monthly account analysis statement. Once selected as the City’s Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the contract term. 23. Other Services a. Positive Pay – Must have capabilities to receive daily disbursement (payroll and accounts payable) file from the City and verify the check number, check amount, check date and payee name. Must provide daily e-mail and/or on-line notification services of daily exceptions. Please provide details on this service and any applicable agreements. b. Accounts Payable ACH Processing – Must have capabilities to allow payment of City liabilities through ACH processing. Please identify the process, costs and on-line reporting/viewing services associated with this process. Must be able to submit electronic data for both debits and credits. Must be able to reverse debits and credits. Explain how recipients may be able to view details of payment (i.e., invoices paid, purchase order reference, etc…). c. Bank capability to meet the following must be detailed in the proposal. i. Bank statements must be available by the 5th working day and accessible through on-line reporting services. The City requires that one hard copy statement be mailed to the Assistant Director of Finance. ii. Wire transfers detailed information must be noted on the bank statement and accessible through on-line reporting service. iii. ACH detailed information must be noted on the bank statement and accessible through on-line reporting service. iv. Credit card merchant IDs and/or location reference numbers must be noted for deposits, adjustments, and chargebacks on the bank statement and accessible through on-line reporting service, if applicable. v. Deposits must include the serialized numbers and location identifications on the bank statements and on-line reporting service. vi. All deposit adjustments, returned checks, etc..., noted on the bank statement and on-line reporting services must include original deposit information (serialized deposit slip number and location identification). DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 vii. Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc…, by fax, e-mail, and on-line notification service. viii. Must receive reconciliation files electronically. d. On-line Banking System i. The City desires a fully hosted on-line banking system in order to minimize the impact on City servers. 1. Will the City have full authorization to add/delete/edit users as needed or will it require bank personnel assistance? 2. Does the system allow the City to date wire transfers for a future date? If so, how many days? 3. Does the system require dual authorization and for what services? What other control options are available? 4. Does the system allow the City to view images of cleared checks? 5. Does the system show transactions in real-time or are they prior business day? 6. What are the Bank’s procedures for failed wire transfers (i.e., the recipient bank rejects the wire)? 7. Please explain the Bank’s on-line system and be prepared to provide a demonstration. 8. Please explain any additional services and provide sample agreements, if applicable. e. Trust Account Services i. Please provide information and pricing regarding trust and/or escrow account services. By mutual agreement, the City of Denton occasionally enters into agreements with private individuals and companies in order to facilitate the completion of public projects. In such cases, each party will make a contribution or contributions into a trust and/or escrow account held by a third party. f. Red Flag Rules, and Fair & Accurate Credit Transactions (FACT) Act. i. The Bank is required to comply with Red Flag Rules and the FACT Act to the extent applicable to the Bank. The Bank must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Bank will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or as otherwise permitted by applicable law. A signed service Respondent acknowledgement form must be completed in conjunction with the depository services contract. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 g. Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. 24. Securities Pledged a. The City requires that all uninsured collected balances and/or the principal of uninsured certificates of deposit plus accrued interest, if any, in deposit with the Bank be secured in accordance with the requirements of Texas Government Code Chapter 2257, Collateral for Public Funds. Collateral will always be held by an independent third party with which the City has a current custodial agreement and shall be reviewed at least monthly to ensure that the market value of the pledged securities is adequate. All deposits of City funds shall be secured by pledged collateral set at no less than 102% of the market value of the principal plus accrued interest on the deposits less an amount insured by FDIC. 25. Custodian of Collateral a. Securities pledged as collateral must be retained by a third party custodian that is a subscriber to the Fedwire Securities Service and is held in joint safekeeping for the Bank and the City. The custodian must be approved by the City and be: i. A state or national bank that is designated by the Texas Comptroller as a state depository, has its main office or a branch office in Texas, and has a capital stock and permanent surplus of $5 million or more; ii. The Texas Treasure Safekeeping Trust Company; iii. A Federal Home Loan Bank; iv. A Federal Reserve Bank or branch of a Federal Reserve Bank; or v. A financial institution authorized to exercise fiduciary powers that has a capital stock and permanent surplus of not less than $5 million, has it main office, branch office or a trust office in Texas and has been designated a custodian by the Texas Comptroller. The City shall be provided a safekeeping receipt for pledged securities. 26. Reporting Requirements a. The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested. This report should reflect the following information as of the end of each month. The report will be generated on the fifth Business Day of each month and will be mailed to the City. i. Total pledged securities itemized by: 1. Name DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 2. Type/Description/CUSIP Number 3. Par Value 4. Current Market Value 5. Maturity Date 27. Collateral Provision of Financial Institution Reform, Recovery and Enforcement Act (FIRREA) a. Bank’s Secretary’s Certificate demonstrating Bank approval of the Depository Pledge Agreement is included with the Depository Pledge Agreement attached as Exhibit C. 28. City to Handle Investments a. The City of Denton will be responsible for handling investment transactions. The Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City’s investment policy, hereto attached. 29. Safekeeping/Wire Services a. Bank capability to meet the following requirements must be detailed in the proposal. Please note: all the following requirements must be met for full consideration. i. The Bank may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment (i.e., payment shall not be made or accepted until the security is received or delivered). ii. The Bank must have the capability of executing security transactions on behalf of the City using various settlement methods of physical delivery, DTC, and Federal book entry of security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. iii. The City requires that the security purchase and sale instructions be transmitted to the Bank through a web-based application (on-line). iv. The City also requires the ability to review the status of security transactions on-line. v. Controls for securities clearance will be established by mutual agreement. vi. Please enclose a proposed security clearance/custody agreement with your RFP. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 vii. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement and must be available on a web-based application for exporting/downloading. viii. Written communication of all security call and put option notices will also be e-mailed or faxed to the City as soon as the Bank receives the notice. ix. A monthly report/statement listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. The report must be available on a web-based application for exporting/downloading. 30. Overdrafts The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City’s accounts collectively, not by individual account. a. Should an overdraft occur in the aggregate, the following stipulations shall apply: i. What is the maximum number of days the overdraft will be allowed? ii. What is the maximum amount of the net overdraft to be allowed? iii. What is the interest rate charged for overdrafts? Expressed per annum and computed on the actual day basis. b. Daylight Overdrafts i. The City actively invests in marketable securities and strives to maintain limited amounts of cash on deposit. Outgoing wire transfers will be made in the morning for the reinvestment of funds or payment of large disbursements (debt payments, power purchase payments and other contractual payments), which will be funded by an incoming wire transfer later in the day. The depository shall allow the City to reinvest and to wire funds out in anticipation of an incoming wire transfer later in the day. Please describe the bank’s daylight overdraft policy with respect to such transfers where the funding for the transfer has not yet been credited. What is the bank’s internal review and approval process for releasing such transfers and will the bank established a predetermined amount (i.e., line of credit)? 31. Account Reconciliation a. The City will process its own reconciliation for its accounts but requires data as follows: DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 i. Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month and be accessible through an on-line reporting service. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the Control Concentration Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). ii. The Bank shall also provide the City with an electronic file of the transactions for each account. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. 32. Check Safekeeping Services a. All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Bank of this service. 33. Other Stipulations a. Regulatory Notices i. The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. b. Wire Transfers i. The City shall submit all outgoing wire transfers to the Bank according to its published cutoff times established for current customers. The Bank shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement (i.e., Wire Transfer - State Comptroller). The Director of Finance and/or the designees must authorize all wire transfers on behalf of the City through a dual authorization process. In the event of computer problems or other unexpected difficulties, the Bank shall use whatever means necessary to ensure that the City’s outgoing wire transfers are completed on the date specified through City initiated instructions. Please explain the Bank’s process for wire transfers, levels of authorization to initiate wire transfers, and any required security measures (i.e., security tokens, dual logins, etc.). Please provide manual procedures for initiating wires when Internet is not available. c. Wire and ACH Blocks i. The City requires wire and ACH blocks of all unauthorized debits. Provide details regarding the set-up of authorized debits to the City’s account, notification procedures on attempts to debit the City’s account, and the process for approving or denying exception debits. d. Debit and Credit Adjustments i. The City requires that a copy of all debit and credit adjustments be faxed or emailed to the City Finance Department with supporting documentation, as the entries are made throughout each month. The documentation must include reference to the original deposit slip number and location identifier. The City’s monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. e. Security & Disaster Recovery i. Outline the security measures in place for the protection of data transmitted for processing. ii. Describe the security measures used to prevent unauthorized user access to either the system or the data. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 iii. Describe your local back up and/or redundant systems. iv. What is the expected timeframe to become operational should a catastrophic event occur? v. Disclose any data breaches which have required notification under the 2003 Fair and Accurate Credit Transactions Act? f. Bank Failure i. Should the Bank fail, close, or be forced into reorganization during the term of this contract, the City reserves the right to cancel the contract and re-bid for City’s depository services. g. Research Requests i. The City requests that all research requests be turned around within three (3) business days of the request. The City requests that a specific Bank representative be assigned to specifically research any City needs. h. Returned Items i. In order to fund check presentments and manage the City’s bank accounts and investments, all checks deposited by the City that do not clear the first time should be submitted a second time no later than 10:00 a.m. CST before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days and accessible through on-line reporting service. The City shall receive same day telephone or e-mail notification of all return items in excess of $5,000. ii. If an overdraft occurs due to a late notification by the bank, the City will not be expected to pay overdraft charges. Please provide an estimate of the bank’s clearing times. i. Transition Schedule i. Please provide a schedule documenting the transition of transferring the City’s banking services from the current bank to your institution, as well as any associated costs and proposals from the bank to help defray or eliminate said costs. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Master Agreement for Treasury Management Services The Service Documentation described below contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, “Bank”) provide treasury management services (“Services”). The Bank customer to which the Services will be provided (“Customer”) is identified in the Treasury Management Product Enrollment form or other product enrollment form(s) with acceptance of services language acceptable to Bank (e.g., Mandate Letter) (collectively, the “Acceptance”). Bank and Customer agree: 1. Service Documentation. The Service Documentation contains the terms governing each Service and includes: 1.1. The Service Description; 1.2. The Acceptance; 1.3. This Master Agreement for Treasury Management Services (“Agreement”); 1.4. The account agreement governing the account(s) (each, an “Account”) Customer uses in connection with the Service; and 1.5. User Guides, which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. The documents and individual provisions of the Service Documentation are intended to complement one another, and the Service Documentation as a whole. This Agreement and Service Descriptions are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer’s use of a Service confirms Customer’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to a Service or other change requires a change to a Service Description, Bank will post an updated Service Description on the CEO portal. When required by Applicable Law (as defined below), Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. As used in this Agreement, the term “Applicable Law” means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing the activities of Bank and/or any transaction effected under this Agreement, including, but not limited to, all applicable funds transfer system and 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C clearing and settlement house rules governing the transactions effected under this Agreement. 2. Services. Bank and Customer will agree upon the Service(s) to be provided. Each Service in the applicable jurisdiction is subject to the approval by the applicable branch or subsidiary of Bank. Customer may not begin using a Service until Bank has received all required and properly executed forms and Customer has successfully completed any testing or training requirements. To assist in Bank’s establishment or maintenance of its limits or other processing arrangements, or to assist in Bank’s compliance with Applicable Law, Customer will provide Bank with all such financial and/or other information Bank reasonably requests. 3. Changes to Services. Bank may change (or add to) the terms and fees in the Service Documentation at any time. When required by Applicable Law, Bank will notify Customer of the change. If Customer continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless earlier terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days’ prior written notice to the other party. Bank may suspend or terminate any Service: (a) following notice to Customer of a breach of any provision of the Service Documentation or any other agreement with Bank, and Customer’s failure to cure the breach (if capable of cure) within 15 days of the date of such notice; or (b) without prior notice to Customer if (i) Bank reasonably suspects that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent or illegal activity, (ii) Customer is subject to, voluntarily or involuntarily, or any action or step is commenced or any resolution is passed that may result in Customer being subject to any bankruptcy, insolvency, winding up, liquidation, judicial management, receivership, administrative management, reorganization or other similar proceeding in any jurisdiction, (iii) Bank determines in its sole discretion that its continued provision of a Service may place Bank at risk of financial loss or result in an unacceptable credit exposure, (iv) Customer terminates, liquidates, or dissolves its business or disposes of a substantial portion of its assets, (v) Customer fails to timely pay its debts, (vi) Customer initiates any composition with its creditors, (vii) any guaranty of Customer’s obligations to Bank is terminated, revoked, or its validity contested by the guarantor, (viii) Bank determines in its sole discretion that a material adverse change has occurred in Customer’s ability to perform its obligations under the Service Documentation, or in the ability of a guarantor of Customer’s obligations to Bank to perform its obligations under the applicable guaranty agreement, or (ix) the Account necessary to provide a Service is closed. The termination of a Service will not affect Customer’s or Bank’s rights with respect to transactions occurring before termination. Bank will not be liable to Customer for any losses or damages Customer may incur as a result of any termination of any Service. 5. Service Fees. Customer will pay Bank the fees described in the Service Documentation and any taxes applicable to each Service however designated exclusive of taxes based on Bank’s net income. Bank may debit the Account(s) for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Customer for such amounts, which Customer shall promptly pay. 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Bank’s charges and fees shall be set forth as expressed in Bank’s applicable fee schedule for Services used in connection with the Account. 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and Terms of Use constitute Bank’s or its vendor's confidential information ("Confidential Information"), and Customer will not acquire any ownership interest in or rights to Confidential Information as a result of Customer’s use of any Service. Customer will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than Customer’s employees who have a need to use the Confidential Information in connection with the applicable Service; and (c) not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. Customer will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge (each, an “Unauthorized Use”) of any Confidential Information. If Customer (or its employees or agents) is responsible for the Unauthorized Use, Customer will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. 7. Currency. When Customer requests or instructions require that Bank convert the amount of a payment order from the currency in which the Account is denominated (“Account Currency”) to another currency (“Foreign Currency”), Bank will do so using its applicable rate of exchange in effect at the time on the day Bank executes the payment order. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to Bank, Bank will not be liable to Customer for a sum in excess of the amount of the payment order after Bank has converted it from the Foreign Currency to the Account Currency using the applicable rate of exchange in effect at the time on the day Bank confirms the cancellation of the payment order. Bank bears no liability if the rate it uses for a particular transaction, i.e., the “applicable rate,” differs from rates offered or reported by Bank or by third parties, or based upon different times of day, amounts, locations or involving different systems, agents or procedures. Currency exchange rates fluctuate over time, based upon market conditions, liquidity and risk. Customer acknowledges and accepts the risks of such fluctuations between the time Customer requests a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection or a return. 8. Liability and Indemnification. 8.1. Bank is under no obligation to honor, in whole or in part, any payment order or other instruction that: (a) exceeds the available balance in the Account, unless otherwise provided in the Service Documentation; (b) is not in accordance with the Service Documentation or Bank’s applicable policies, procedures or practices as made available to Customer; (c) Bank has reason to believe may not have been duly authorized, should not be honored for its or Customer’s protection, or involves funds subject to a hold, dispute, 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C restriction or legal process; or (d) would possibly result in Bank’s contravention of any Applicable Law. 8.2. All uses of Services through Customer’s ID codes, passwords, token cards, PINs, or passcodes (each, a “Code”) will be deemed to be authorized by and binding on Customer, except as provided for in the Service Documentation. Customer’s failure to protect Codes may allow an unauthorized party to: (a) use the Services; (b) access Customer’s electronic communications and financial data; and (c) send or receive information and communications to Bank. Customer assumes the entire risk of unauthorized use of Codes and unencrypted electronic transmissions. 8.3. Neither Bank nor any software vendor makes any express or implied representations or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. 8.4. Customer will promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Customer will cooperate fully (and at its own expense) with Bank in recovering a loss. If Customer is reimbursed by or on behalf of Bank, Bank or its designee will be subrogated to all rights of Customer. 8.5. Except as otherwise provided in the account agreement governing the Account, any claim, action or proceeding against Bank for losses or damages arising from a Service, must be brought within one year from the date of the act or omission. 8.6. Bank will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond Bank’s reasonable control. If Bank determines that any funds transfer or communications network, Internet service provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by Bank or Customer, Bank may, upon notice to Customer, suspend or discontinue the affected Service. 8.7. Except in the case of Bank’s negligence or intentional misconduct, Customer will indemnify and hold Bank, its directors, officers, employees and agents harmless from all losses or damages that arise out of: (a) the performance of a Service in accordance with the Service Documentation including without limitation any warranty Bank is required to make to a third party in connection with a Service; (b) an act or omission of any agent, courier or authorized representative of Customer; and (c) if the Service includes a license or sublicense of any software to Customer, the use or distribution of the software by Customer or any person gaining access to the software through Customer that is inconsistent with the license or sublicense. 8.8. Bank will only be liable to Customer for actual damages incurred as a direct result of Bank’s failure to exercise reasonable care in providing the Services. Reasonable care requires only that Bank follow standards that do not vary 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C unreasonably from the general standards followed by similarly situated banks. Bank’s policies and procedures are general internal guidelines for Bank’s use and do not establish a higher standard of care for Bank than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of its obligations. Bank’s liability to Customer will be limited to an amount not to exceed 10 times Bank fees incurred during the calendar month immediately preceding the calendar month in which such loss or damages were incurred (or, if no Bank fees were incurred in such month, Bank fees incurred in the month in which the losses or damages were incurred). 8.9. Except as expressly provided otherwise in the Service Documentation, neither party to this Agreement nor its respective directors, officers, employees or agents will be liable to the other party for: (a) any special, consequential, incidental (including without limitation court costs and attorneys’ fees), indirect, or punitive losses or damages; or (b) business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 8.10. Where Customer sends payments on behalf of its third party customers, Customer agrees it is solely liable to its customers for any and all losses such customers may suffer. Bank hereby excludes all and any liability of whatever nature (including those losses enumerated in subsection 8.9 of this Agreement) arising out of Customer's relationship with its customer. 9. Governing Law. The Service Documentation shall be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws (“Governing Law”). 10. Arbitration Agreement. Upon demand of either party, any controversy or claim arising out of or relating to this Account Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in controversy is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in controversy of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration hereunder, including 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C those arising from the exercise of the actions detailed in (a) and (b) of this subsection. 11. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration in Section 10), Customer hereby irrevocably submits to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located therein over any action or proceeding arising out of or relating to this Agreement and irrevocably agrees that all claims in respect of such action or proceeding may be heard or determined in such courts. 12. Miscellaneous. 12.1 Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Customer as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the legality, enforceability or validity of the remaining Service Documentation nor the legality, enforceability or validity of such portion or provision under the law of any other jurisdiction. 12.2 Entire Agreement. The Service Documentation (and any documents referred to therein) constitutes and represents the entire agreement between Bank and Customer regarding the Services we provide for all Accounts opened at Bank and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements of any nature (including requests for proposals and other sales material), whether oral or written, between Customer and Bank relating to any such Service (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable). 12.3 No Waiver. Neither the failure nor any delay by Bank in exercising any right, remedy, power or privilege shall be deemed to be a waiver of such right, remedy, power or privilege. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. 12.4 No Third Party Beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than Customer and Bank will be deemed to be a third party beneficiary under the Service Documentation. 12.5 Financial Condition. Customer will provide Bank promptly upon Bank’s request any existing financial statements or other information pertaining to Customer’s financial condition or any previously unprepared financial statements which Bank may require Customer to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to Bank. 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 12.6 Customer’s Representations and Warranties. Customer represents and warrants that: (a) it will not use any Service in a manner that could result in a contravention of Applicable Law by Customer or Bank; and (b) if Customer employs an agent in connection with its use of any Service, Customer represents and warrants to Bank that: (i) Customer’s governing body has duly authorized the agent and (ii) Customer will exercise appropriate controls to ensure each agent so authorized does not exceed the authority so granted to it. 12.7 Customer Communications. Any communication to Bank regarding Customer’s use of a Service from Customer’s agent will be deemed to be a communication from Customer, and Customer authorizes Bank to communicate with Customer’s agent regarding any such communication or Service. 12.8 Notice. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. Customer will notify Bank promptly in writing of any change in its name, Address, legal status, electronic contact information (including an e-mail address or otherwise), or any other changes relevant to the conduct of the Account or affecting Customer’s business relationship with Bank. The term “Address” as used herein refers to a mailing or electronic address. Customer will use the Address where Customer’s relationship manager or other manager is located and will address any notice to the attention of such manager. Bank will be entitled to rely on any notice from Customer that it believes in good faith was authorized by an authorized representative of Customer and, except as expressly stated in another agreement between Customer and Bank, will have no obligation to verify the signature (including an electronic signature). Each party will have a reasonable time after receipt of any notice to act on it 12.9 Survival. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive termination of this Agreement. 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C APPENDIX X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. – London Branch 2. Wells Fargo Bank, N.A. – Cayman Islands Branch 5962 EXHIBIT D DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT E DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT E DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT E DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT E DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Commercial Account Agreement Effective October 1, 2014 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Table of Contents I. Terms Applicable to All Commercial Deposit Accounts ................................ 6 Introduction Defined Terms Affiliate.......................................................................................................................................................................6 Authorized Signer ............................................................................................................................................6 Business Day ....................................................................................................................................................... 7 Collected Balance ............................................................................................................................................ 7 Commercial Deposit Account ............................................................................................................... 7 Deposit Float ....................................................................................................................................................... 7 Deposited Item .................................................................................................................................................. 7 Investable Balance .......................................................................................................................................... 7 Item ............................................................................................................................................................................ 7 Ledger Balance ....................................................................................................................................................8 Overdraft ...................................................................................................................................................................8 Paper Item ................................................................................................................................................................8 Service .........................................................................................................................................................................8 Arbitration Agreement Agreement to Arbitrate ...................................................................................................................................8 Governing Rules ...................................................................................................................................................8 No Waiver of Self-Help or Provisional Remedies ......................................................................9 Arbitrator Qualifications and Powers .................................................................................................9 Discovery .................................................................................................................................................................10 Class Actions and Consolidations .....................................................................................................10 Payment of Arbitration Costs and Fees .........................................................................................10 Miscellaneous .......................................................................................................................................................11 Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company ............................................................................................................................. 11 Company’s Obligation to Review Statements and Other Account-Related Information and to Notify Bank of Errors ..................................................................................... 11 Returned, Unclaimed Statements or Other Account-Related Information ................................................................................................................ 12 Address Changes for Statements for Company’s Account and Other Account-Related Information ................................................................................................................ 12 Notices and Other Mail .................................................................................................................................13 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contacting Company Regarding Servicing and/or Collections...................................13 Electronic Communications ......................................................................................................................13 Fraud Prevention Protection Against Unauthorized Items ...........................................................................................14 Lost or Stolen Paper Items; Unauthorized Items ......................................................................14 Preventing Misuse of Company’s Account ....................................................................................15 Claim of Unauthorized Transactions; Bank’s Rights and Liability Investigation by Bank; Company’s Agreement to Cooperate ......................................16 Standard of Care ................................................................................................................................................16 Limitation of Liability; Indemnification .........................................................................................16 Adverse Claims ....................................................................................................................................................17 Legal Process ........................................................................................................................................................17 “Freezing” Company’s Account ..............................................................................................................17 Force Majeure ........................................................................................................................................................17 Company’s Insurance Coverage .......................................................................................................... 18 Substitute Checks Deposits to Company’s Account General .................................................................................................................................................................... 18 Collection Items ............................................................................................................................................... 19 Endorsements .................................................................................................................................................... 19 Material Appearing on the Back of Items; Check Legends ........................................... 19 Breach of Warranties ................................................................................................................................... 19 When Deposits are Credited to Company’s Account ........................................................ 20 Company’s Use of Funds .......................................................................................................................... 20 Deposits at Affiliates .................................................................................................................................... 20 Deposits of Non-U.S. Items ..................................................................................................................... 20 Acts and Omissions of Other Financial Institutions .......................................................... 21 Deposited Items Returned ...................................................................................................................... 21 Direct Deposits Returned by Bank ....................................................................................................22 Reconstructing Lost or Destroyed Deposited Items ...........................................................22 Withdrawals from Company’s Account Determining Company’s Account’s Balance; Debiting Company’s Account ...............................................................................................................22 Order of Posting; Categories of Items ............................................................................................23 Relation between posting orders & overdrafts/returned item……………………….24 Paper Items Presented Over-the-Counter for Payment by a Non-Customer ...................................................................................................................................................24 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Large Cash Withdrawals ............................................................................................................................25 Withdrawals at Affiliates ...........................................................................................................................25 Items Resulting From Company’s Disclosure of Company’s Account Number .............................................................................................................................................25 Missing Signatures; Alterations; Forgeries .................................................................................25 Dates and Special Instructions on Paper Items ..................................................................... 26 Facsimile or Mechanical Signatures ................................................................................................ 26 Consumer ACH Debit Entries ............................................................................................................. 26 Stop Payment Orders; Notices of Post-Dating General ................................................................................................................................................................... 26 Content of Stop Payment Order .........................................................................................................27 Effective Period of Stop Payment Order; Renewal; Revocation .................................27 Liability to Holder in Due Course .....................................................................................................27 Paper Items Paid Over Valid Stop Payment Orders ..........................................................27 Overdrafts; Security Interest; Bank’s Right to Setoff Overdrafts and Insufficient Funds ....................................................................................................28 Security Interest; Bank’s Right to Setoff .......................................................................................28 Bank Fees and Expenses General .................................................................................................................................................................... 29 Payment of Bank Fees and Expenses; Finance Charges ................................................. 29 Earnings Allowance ...................................................................................................................................... 30 Recoupment Fee .............................................................................................................................................. 30 Bank’s Use of Funds ...................................................................................................................................... 30 Checking Subaccounts Miscellaneous Acceptable Form of Paper Items; Document and Image Quality ..............................31 Closing Company’s Account ....................................................................................................................31 Contract Language .........................................................................................................................................32 Credit Reports .....................................................................................................................................................32 Dormant and Unclaimed Accounts .................................................................................................33 Entire Agreement; Headings; No Third Party Beneficiary ............................................33 Laws Governing this Agreement ........................................................................................................33 Minimum Balance Requirements; Other Restrictions ......................................................34 Modification of Agreement; Account Conversion ................................................................34 Monitoring and Recording Communications .........................................................................35 No Fiduciary Relationship .......................................................................................................................35 Reliance on Bank’s Records ....................................................................................................................35 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Reordering Checks .........................................................................................................................................35 Restricted Transactions ..............................................................................................................................35 Transferring an Interest in Company’s Account ....................................................................35 II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts ...........................................................................36 Interest-Bearing Accounts Variable/Fixed-Rate Accounts ..............................................................................................................36 Method Used to Calculate Earned Interest ................................................................................36 Interest Accrual .................................................................................................................................................36 Compounding and Crediting .................................................................................................................36 Target Balance Accounts ...........................................................................................................................36 Interest Adjustments .................................................................................................................................. 37 Tax Identification Number Certification .................................................................................... 37 Commercial Savings Accounts Bank’s Right to Require Notice ...........................................................................................................38 Regulation D savings account transaction limit and other limited activity………………………………………………………………………….38 Commercial Time Accounts General .......................................................................................................................................................................39 Certificated Time Accounts .......................................................................................................................39 Maturity Date ........................................................................................................................................................39 Time Requirements ..........................................................................................................................................39 Payment of Interest ...........................................................................................................................................39 Additional Deposits ..........................................................................................................................................40 Withdrawal of Interest Prior to Maturity .........................................................................................40 Renewal Policies ..................................................................................................................................................40 Early Withdrawal Fee ………………………………………………………40 III. Funds Transfers ............................................................................................... 41 General .......................................................................................................................................................................41 Notice of Receipt of Funds ........................................................................................................................ 41 Reliance on Identification Numbers ................................................................................................. 41 Duty to Report Unauthorized and Erroneous Fund Transfers ..................................... 41 Erroneous Payment Orders ...................................................................................................................... 42 Automated Clearing House (ACH) Transactions ................................................................ 42 IV. Selected Services ...............................................................................................42 Stagecoach Deposit® – ATM Deposit Only Card Service .................................................. 42 Stagecoach Deposit ® – Post Verify Service ...................................................................................43 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C I. Terms Applicable to All Commercial Deposit Accounts Introduction In this Commercial Account Agreement (“Agreement”), “Company” refers to the owner or accountholder of a Wells Fargo bank commercial deposit account (“Account”). “Bank” refers to the Wells Fargo bank at which Company’s Account is maintained. This Agreement includes the following disclosures applicable to Bank’s commercial deposit accounts and related services (each, a “Service”), that Bank has separately provided to Company: (i) the schedule of Bank’s fees and other account-related information (the “fee and information schedule”), (ii) the collection schedule, (iii) the funds availability policy, (iv) the privacy policy, (v) the rate sheets for interest- bearing accounts, each as modified by Bank from time to time, and (vi) any additional disclosures regarding Company’s Account that Bank may provide to Company. Company is responsible for ensuring that each Authorized Signer is familiar with this Agreement. Unless Company has instructed Bank in writing to the contrary, Bank may consider communications about Company’s Account from an Authorized Signer on Company’s Account as communications from Company. Company agrees to notify Bank immediately in writing if any Authorized Signer’s authority has been terminated. This Agreement replaces all prior agreements with Bank regarding Company’s Account other than agreements regarding security interests in, or services utilizing, the Account. By signing Bank’s signature card for Company’s Account or by using Company’s Account or a Service, Company will be deemed to have agreed to this Agreement. Company should retain a copy of this Agreement (and any information that Bank provides Company regarding changes to this Agreement) for as long as Company maintains its Account with Bank. Defined Terms In this Agreement, certain words have a special meaning and are therefore defined. Certain terms and their definitions are found in this Section, and others are found in the text of this Agreement. Affiliate. An “Affiliate” is a bank that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Authorized Signer. An “Authorized Signer” is a person who has Company’s actual or apparent authority to transact business on Company’s Account(s), whether or not such person has signed the signature card or other documentation for 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Company’s Account(s). Bank may continue to recognize an Authorized Signer’s authority until Bank has received and had a reasonable time to act upon Company’s written modification or revocation of it. Business Day. A “Business Day” is every day except Saturdays, Sundays and federal holidays. Collected Balance. The “Collected Balance” is the Ledger Balance in Company’s Account less Deposit Float. Commercial Deposit Account. A “Commercial Deposit Account” is any deposit account, other than one of Bank’s business deposit accounts, that is not held or maintained primarily for personal, family or household purposes. Examples of commercial deposit accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity. Deposit Float. “Deposit Float” is the total dollar amount of Items deposited in Company’s Account for which, based on the collection schedule used by Bank or the applicable Affiliate for this type of account, Company’s Account has not yet been credited for purposes of calculating the Collected Balance. Deposited Item. A “Deposited Item” is an Item (including a non-U.S. Item) that Bank cashes or collects for Company or accepts for deposit to Company’s Account. Investable Balance. The “Investable Balance” is the Collected Balance in Company’s Account less (i) the portion of such Collected Balance that Bank is required by law to hold in reserve at a Federal Reserve Bank and (ii) other adjustments. Item. An “Item” is an order, instruction, or authorization to withdraw or pay funds from Company’s Account. Examples include checks and electronic transactions including Automated Clearing House (ACH) and wire transfers. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Ledger Balance. The “Ledger Balance” is the balance in Company’s Account after all debits and credits for the Business Day are posted. Overdraft. An “Overdraft” is any event that results in a negative balance in Company’s Account. Paper Item. A “Paper Item” is an Item that is in paper form. Service. A “Service” is any service Bank provides to Company including without limitation any Treasury Management Service. Arbitration Agreement Agreement to Arbitrate. Except as stated in “No Waiver of Self-Help or Provisional Remedies” below, Company and Bank agree, at Company’s or Bank’s request, to submit to binding arbitration all claims, disputes and controversies between or among Company and Bank (and their respective employees, officers, directors, attorneys and other agents), whether in tort, contract or otherwise arising out of or relating in any way to Company’s Account(s) and/or Service(s) and their negotiation, execution, administration, modification, substitution, formation, inducement, enforcement, default or termination (each, a “Dispute”). Governing Rules. Any arbitration proceeding will (i) proceed in a location selected by the American Arbitration Association (“AAA”) in the state whose laws govern Company’s Account; (ii) be governed by the Federal Arbitration Act (Title 9 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between Company and Bank; and (iii) be conducted by the AAA, or such other administrator as Company and Bank shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and any such Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by Bank of the protections afforded to it under 12 U.S.C. Section 91 or any similar applicable state law. No Waiver of Self-Help or Provisional Remedies. This arbitration requirement does not limit the right of either party to (i) exercise self-help remedies including setoff or (ii) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in (i) and (ii) of this subsection. Arbitrator Qualifications and Powers. Any Dispute in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Each arbitrator will be a neutral attorney licensed in the state whose laws govern Company’s Account and who has a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the Dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The arbitrator(s) shall resolve all Disputes in accordance with the substantive law of the state whose laws govern Company’s Account and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as deemed necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the state rules of civil procedure for the state whose laws govern Company’s Account or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date and within 180 days of the filing of the Dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery Disputes, will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available. Class Actions and Consolidations. Company and Bank agree that the resolution of any Dispute arising pursuant to the terms of this Agreement shall be resolved by a separate arbitration proceeding and shall not be consolidated with other Disputes or treated as a class. Neither Company nor Bank shall be entitled to join or consolidate Disputes by or against others in any arbitration, or to include in any arbitration any Dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. Payment of Arbitration Costs and Fees. The arbitrator(s) shall award all costs and expenses of the arbitration proceeding. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator(s), Company and Bank shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. The arbitrator(s), Company or Bank may not disclose the existence, content or results thereof, except for disclosures of information by Company or Bank required in the ordinary course of business, by applicable law or regulation, or to the extent necessary to exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between Company and Bank potentially applies to a Dispute, the arbitration agreement most directly related to Company’s Account or the subject matter of the Dispute shall control. This arbitration agreement shall survive the closing of Company’s Account or termination of any Service or the relationship between Company and Bank. Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company. Except as expressly provided otherwise in this Agreement, Bank will mail (or otherwise make available to Company) statements for Company’s Account and notices and other information regarding Company’s Account or any Service (collectively, “Account-Related Information”) to the postal or electronic address reflected in Bank’s records for Company’s Account. Any statement or Account-Related Information will be deemed to have been sent to Company on the first Business Day following the date on it. A statement or other Account-Related Information that is held for Company to pick up will be deemed to be delivered to Company at the time that Bank makes it available for pick up. Company’s Obligation to Review Statements and Other Account- Related Information and to Notify Bank of Errors. Company agrees to promptly and carefully examine each statement for Company’s Account and any other Account-Related Information and any paid Items that are returned with (or described in) the statement and any other Account-Related Information and to promptly notify Bank of, and reimburse Bank for, any erroneous credit to Company’s Account. Within thirty (30) days after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim for credit or refund due, for example, to an erroneous or unauthorized debit, a missing signature, an unauthorized signature, or an alteration (each, an “unauthorized transaction”). Within six (6) months after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C for credit or refund resulting from a forged, unauthorized, or missing endorsement. Such notification is to be made by (i) calling the telephone number listed on the statement for Company’s Account or in the other Account-Related Information for such purpose and (ii) submitting a written report to Bank as soon as possible, but, in any event, within the timeframes specified above. If Company fails to notify Bank within the timeframes specified above, the balance shown on the statement for Company’s Account or other Account-Related Information will be conclusively presumed to be correct, and Company will be deemed to have released Bank from all liability for the Items charged to Company’s Account and for all other transactions covered by the statement or other Account-Related Information. In addition, if Company fails to notify Bank of an unauthorized transaction on Company’s Account within thirty (30) days after Bank mails or otherwise makes the statement for Company’s Account or other Account- Related Information describing the unauthorized transaction available to Company, Bank will not be liable to Company for any unauthorized transactions on Company’s Account by the same person that could have been prevented if Company had complied with Company’s obligations under this subsection. If Company notifies Bank of any claim for credit or refund later than required by this subsection, Bank may assert, at Company’s request and on Company’s behalf, any claim against a third party that Bank determines in Bank’s sole discretion is permitted under the laws governing this Agreement or applicable rule. Returned, Unclaimed Statements or Other Account-Related Information. Unless otherwise prohibited by the laws governing this Agreement, (i) if two or more statements for Company’s Account are returned, Bank may discontinue sending statements for Company’s Account and other Account- Related Information to Company until Company provides a valid address to Bank; (ii) Bank may destroy statements for Company’s Account and other Account-Related Information that are sent to Company and returned to Bank as undeliverable; and (iii) if Bank holds the statement for Company’s Account or other Account-Related Information for Company to pick up and the statement remains unclaimed for sixty (60) days, Bank may send the statement to the address reflected in Bank’s records for Company’s Account or destroy it. Address Changes for Statements for Company’s Account and Other Account-Related Information. Company may instruct Bank to change the address to which Bank mails (or the means by which Bank otherwise makes available) statements for Company’s Account and other Account-Related Information at any time. Bank may act on any such instruction purportedly made on Company’s 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C behalf within a reasonable time after Bank receives such instruction. Unless Company instructs Bank otherwise, Bank may in its sole discretion change the address only for the Account(s) Company specifies or for all or some of Company’s other Accounts with Bank. Bank may change Company’s address of record if Bank receives an address change notice from the U.S. Postal Service or if Bank receives information from a third party in the business of providing correct address information that the address in Bank’s records no longer corresponds to Company’s address. Notices and Other Mail. Any notice Company sends Bank will not be effective until Bank actually receives it and has a reasonable opportunity to act on it. If there is more than one Authorized Signer on Company’s Account, Bank may send statements and other Account-Related Information to any one of them (unless Company has otherwise instructed Bank in writing). Company assumes the risk of loss in the mail. Any notice Bank sends Company will be effective when mailed or otherwise made available to Company. Contacting Company Regarding Servicing and/or Collections. In order for Bank to service the Account or to collect any amounts Company owes to Bank, Bank may from time to time make calls and/or send text messages to Company at any telephone number(s) associated with Company’s Account, including wireless telephone numbers that could result in charges to Company. The manner in which these calls or text messages are made to Company may include without limitation prerecorded/artificial voice messages and/or an automatic telephone dialing system. In addition, in order for Bank to service the Account or to collect any amounts Company owes to Bank, Bank may send e-mails to Company at any e-mail address Company provides to Bank. Electronic Communications. If Company provides Bank with an electronic address to which Bank may send electronic communications, Company agrees that Bank may send to Company by electronic communication any information that the laws governing this Agreement require be sent to Company in writing, provided such electronic communication does not violate the laws governing this Agreement. “Electronic communication” means a message transmitted electronically in a format that allows visual text or images to be displayed on equipment such as a personal computer monitor. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Fraud Prevention Protection Against Unauthorized Items. Company acknowledges that there is a growing risk of losses resulting from unauthorized Items. Bank offers Services that provide effective means for controlling the risk from unauthorized Items. These Services include: • Positive Pay, Positive Pay with Payee Validation, or Reverse Positive Pay (each offered by Bank in conjunction with Bank’s Account Reconciliation Plan Service); • ACH Fraud Filter; and • Payment Authorization Service. In addition, Bank may recommend Company use certain fraud prevention practices to reduce Company’s exposure to online fraud. Each of these practices is an industry “best practice”. An example of a best practice is dual custody, which requires a payment or user modification initiated by one user to be approved by a second user on a different computer or mobile device before it takes effect. Company will be treated as having assumed the risk of any loss that could have been prevented by its use of any fraud prevention Service or best practice Bank has recommended to Company, if Company: • Declines to enroll in the fraud prevention Service(s); • Enrolls in the fraud prevention Service but fails to use it in accordance with the Service Documentation applicable to it; or • Fails to adopt and follow a best practice. Lost or Stolen Paper Items; Unauthorized Items. If any of Company’s unissued Paper Items has been lost or stolen, or if Company learns that unauthorized Items are being issued on Company’s Account, Company agrees to notify Bank at once. To the extent that Company’s failure to so notify Bank hampers Bank’s ability to prevent loss, Bank will be relieved of any liability for such Items. Upon receipt of any such notice, Bank may at its sole discretion and without any liability to Company take one or more of the following actions: (i) close Company’s Account and open a new account for Company; (ii) dishonor any Paper Item Company or an Authorized Signer has indicated may have been lost or stolen (unless Company or an Authorized Signer subsequently has instructed Bank to honor such an Item); or (iii) pay any Paper Item presented for payment on Company’s Account, provided Company has 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C instructed Bank to pay such Paper Item and given Bank the number of that Paper Item. If Bank opens a new account for Company and Company has authorized a third party to automatically make regular deposits to or withdrawals from Company’s Account (such as wire or ACH transfers), Bank shall have no liability to Company if Company does not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for Company due to Company’s failure to notify that third party in a timely fashion of the number of Company’s new Account. Preventing Misuse of Company’s Account. Company agrees to take reasonable steps to ensure the integrity of Company’s internal procedures with respect to Company’s Account and Items drawn on Company’s Account or deposited to it. To help prevent embezzlement and protect Company’s business assets, Bank recommends Company: • Assign responsibilities for Company’s Account to multiple individuals. Those who reconcile statements for Company’s Account should be different from those who issue Items drawn on Company’s Account. • Reconcile statements for Company’s Account as received and notify Bank immediately of any problem. • Contact Bank immediately if Company does not receive the statement for Company’s Account when Company would normally expect to. • Watch for Paper Items cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure Company’s supply of Paper Items at all times. Stolen Paper Items are a common method of embezzlement. • Periodically reassign accounting duties such as reconciling Company’s Account or making a deposit. • Review transaction activity on Company’s Account for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate embezzlement. • Destroy any Paper Item that Company does not intend to use. • Use tamper-resistant Paper Items at all times. • Notify Bank immediately when an Authorized Signer’s authority ends so that his/her name can be removed from all signature cards and Online Banking access, and any Cards that Bank has issued to him/her can be cancelled. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C • Do not sign blank Paper Items. • Obtain insurance coverage for these risks. Claim of Unauthorized Transactions; Bank’s Rights and Liability Investigation by Bank; Company’s Agreement to Cooperate. Bank shall investigate any transaction Company has reported to Bank as unauthorized (a “Claim of Unauthorized Transaction”). Company agrees to (i) submit Company’s Claim of Unauthorized Transaction in writing to Bank by completing or obtaining a declaration under penalty of perjury describing Company’s Claim of Unauthorized Transaction (in an affidavit form approved by Bank, if so requested); (ii) file a police report; (iii) complete and return to Bank any documents requested of Company; and (iv) in all respects cooperate fully at Company’s expense with Bank in Bank’s investigation of Company’s Claim of Unauthorized Transaction. Standard of Care. Bank will meet its standard of care for Company’s Account by exercising ordinary care in the transaction at issue. When Bank takes an Item for processing by automated means, “ordinary care” does not require Bank to examine the Item. In all other cases, “ordinary care” requires only that Bank follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Bank’s policies and procedures are general internal guidelines for Bank’s use and do not establish a higher standard of care for Bank than is otherwise established by the laws governing this Agreement. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of its obligations. If Bank waives any of its rights as to Company or Company’s Account on one or more occasions, it will not be considered a waiver of Bank’s rights on any other occasion. Limitation of Liability; Indemnification. Whether in connection with Company’s Account or a Service, in no event will either party to this Agreement or its respective directors, officers, employees, or agents be liable to the other party for any special, consequential, indirect or punitive damages, whether any claim is based on contract or tort or whether the likelihood of such damages was known to either party. The foregoing limitation of liability will not apply where expressly prohibited by the laws governing this Agreement. Bank will not have any liability to Company if there are insufficient available funds in Company’s Account to pay Company’s Items due to actions taken by (i) Bank in accordance with this Agreement or (ii) any third party. Except to the extent that Bank fails to exercise ordinary care or breaches this Agreement, 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 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 attorneys’ fees and legal expenses) arising out of or in any way connected with Bank’s performance under this Agreement. Company agrees this indemnification will survive the closing of Company’s Account and the termination of any Service. Adverse Claims. If any person or entity makes a claim against funds in Company’s Account, or if Bank believes that a conflict exists between or among the Authorized Signers on Company’s Account or that there is a dispute over matters such as the ownership of Company’s Account or the authority to withdraw funds from Company’s Account, Bank may, without any liability to Company, take one or more of the following actions: (i) continue to rely on Bank’s records to determine the ownership of or the identity of the Authorized Signer(s) for Company’s Account; (ii) honor the claim upon receipt of evidence satisfactory to Bank to justify such claim; (iii) freeze all or a part of the funds in Company’s Account until the dispute is resolved to Bank’s satisfaction; (iv) close Company’s Account and send a check for the available balance in Company’s Account payable to Company or to Company and each claimant; or (v) pay the funds into an appropriate court. Legal Process. Bank may accept and act on any legal process it believes is valid, whether served in person, by mail or by electronic notification, at any location of Bank. “Legal process” includes a levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture, seizure or other legal process relating to Company’s Account. Any such legal process is subject to Bank’s security interest and right of setoff. Bank will not notify Company of a grand jury subpoena affecting Company or Company’s Account. “Freezing” Company’s Account. As part of Bank’s loss prevention program, when Bank suspects that irregular, unauthorized, or unlawful activities may be occurring in connection with Company’s Account, Bank may “freeze” (or place a hold on) the balance in Company’s Account (and in other Account(s) Company maintains with Bank) pending an investigation of such suspected activities. If Bank freezes Company’s Account, Bank will give any notice required by the laws governing this Agreement. Force Majeure. Neither party to this Agreement shall be deemed to be in default of any of 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C its obligations under this Agreement if its performance is delayed, hindered or becomes impossible because of any act of God or of any public enemy, hostilities, war (declared or undeclared), guerilla or terrorist activities, act of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure or any cause beyond the control of either party. Company’s Insurance Coverage. Many businesses carry special insurance for employee fraud/embezzlement. If Company does, Bank reserves the right to require Company to file a claim with its insurance company before making any claim against Bank. In such event, Bank will consider Company’s claim only after Bank has reviewed Company’s insurance company’s decision, and Bank’s liability to Company, if any, will be reduced by the amount Company’s insurance company pays Company. Substitute Checks A federal law, known as the “Check Clearing for the 21st Century Act” or “Check 21,” took effect on October 28, 2004. This law provides for an instrument called a “substitute check.” A substitute check contains an accurate copy of the front and back of the original draft and bears the legend: “This is a legal copy of your check. You can use it the same way you would use the original check.” As noted in the legend, a substitute check is the same as the original draft for all purposes, including proving that Company made a payment. Any Paper Item Company issues or deposits that is returned to Company may be returned in the form of a substitute check. Even if Company has cancelled Items returned with the statements for Company’s Account, Bank may in its sole discretion withhold substitute checks therefrom. Company agrees Company will not transfer a substitute check to Bank, by deposit or otherwise, if Bank would be the first financial institution to take the substitute check, unless Bank has expressly agreed in writing to take it. Deposits to Company’s Account General. Unless otherwise agreed in writing, Bank may, without inquiry, accept a deposit to Company’s Account at any time, from any person or entity, made in any manner including without limitation a deposit based on an image of an Item. Bank may also refuse to accept all or any part of any deposit. Bank may use time and place of receipt, method of delivery, and status of set up to determine when Company’s deposit is received. Bank may require that Company deposit an Item made payable to Company to Company’s Account, instead of permitting Company to cash the Item. Bank is not 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C responsible for a deposit until a Bank employee has received and verified it. The receipt received at the time of deposit is not evidence a deposit has been verified. Bank may reverse or otherwise adjust any credit Bank believes it has erroneously made to Company’s Account at any time without prior notice to Company. Collection Items. Bank may, in its sole discretion and with notice to Company, handle a Paper Item as a collection Item, instead of as a deposit. This means Bank sends the Item to the issuer’s bank for payment and credits Company’s Account for the Item when Bank receives payment for the Item. If the Item is returned unpaid, Bank will return the Item to Company. Endorsements. This subsection applies if an endorsement is necessary for the transfer or negotiation of an Item. Company authorizes Bank to supply Company’s endorsement on any Item Bank takes for collection, payment or deposit to Company’s Account. Company also authorizes Bank to collect any unendorsed Item that is made payable to Company without first supplying Company’s endorsement, provided the Item was deposited to Company’s Account. Bank may refuse to pay any Item or accept any Item for deposit or collection unless Bank is able to verify to its satisfaction that all of the necessary endorsements are present on the Item. For example, Bank may require that all endorsers be present at the time that an Item is presented to Bank for payment or accepted for deposit or collection. Material Appearing on the Back of Paper Items; Legends on Paper Items. Company is responsible for losses incurred by any person that cashes or accepts Company’s Paper Items for deposit, if: (i) the loss is due to a delay in the return of the Item; and (ii) the delay is caused by material appearing on the back of the Item when it was issued or transferred by Company. This material may include, but is not limited to, carbon bands, blacked out areas, and printed or written text or numbers. Company is responsible for all losses, claims, damages or expenses that result from a restrictive legend or notation on Company’s Paper Items. Breach of Warranties. If Company breaches any warranty Company makes under the laws governing this Agreement or rule with respect to any Item, Company shall not be released or otherwise discharged from any liability for such breach so long as Bank notifies Company of the breach within 120 days after Bank learns of the breach. If Bank fails to notify Company within this 120-day 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C period, Company shall be released from liability and discharged only to the extent Bank’s failure to notify Company within such time period caused a loss to Company. When Deposits are Credited to Company’s Account. All over-the-counter deposits or ATM deposits to Company’s Account which are received before Bank’s established cut-off time on any Business Day will be credited (and will be considered deposited) to Company’s Account as of the close of business that day, and will be reflected in that day’s Ledger Balance for Company’s Account. All other deposits will be processed in accordance with the written agreements governing such deposits or, if there is no written agreement, banking practice. All deposits received after Bank’s established cut-off 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 Company’s 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 Company’s Account at the close of business on that same day. All other deposits placed in the “night depository” will be credited to Company’s Account at the end of the next Business Day. Company’s Use of Funds. Company’s use of funds deposited to Company’s Account will be governed by Bank’s separately disclosed collection schedule and, if Company’s Account is a checking account, funds availability policy. Bank’s collection schedule describes when deposits of Items that satisfy certain criteria will be considered collected. A fee may be charged in connection with any use of uncollected funds permitted by Bank. The then-current rate will appear on the statement for Company’s Account. Bank’s funds availability policy describes when funds deposited to Company’s checking Account will be available to be used for all purposes. Bank may change its collection schedule and funds availability policy from time to time without prior notice to Company. Deposits at Affiliates. Company may make deposits to Company’s Account(s) at an Affiliate, provided the Affiliate agrees. If Company makes a deposit to Company’s Account at an Affiliate, that Affiliate’s collection schedule and funds availability policy will determine when the funds deposited to Company’s Account will be considered collected and available. Deposits of Non-U.S. Items. Bank may refuse to accept for deposit or collection an Item that is payable in currency other than U.S. dollars or an Item that is not drawn on a financial 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C institution chartered in the United States (each, a “non-U.S. Item”). If Bank accepts a non-U.S. Item for deposit to Company’s Account or collection, Company accepts all risk associated with foreign currency fluctuation (exchange rate risk) and any late return of the non-U.S. Item. Company agrees Bank may use Bank’s current buying and selling rate, as applicable, when processing a non-U.S. Item and may recover from Company’s Account any loss Bank incurs as a result of processing such an Item for Company. Bank reserves the right to place longer holds on non-U.S. Items than the timeframes specified in Bank’s funds availability policy for Deposited Items. Acts and Omissions of Other Financial Institutions. Bank is not liable for the insolvency, neglect, misconduct, mistake, or default of another bank or person, or for the loss or destruction of a Deposited Item or of a notice of nonpayment relating thereto. If a Deposited Item is lost or misrouted during the collection process: (i) Bank shall have no responsibility to Company for the actions or inactions of any collecting bank; (ii) Bank may charge Company’s Account for the amount of the Deposited Item (and reverse any interest that may have accrued to Company’s Account in connection with the Deposited Item); and (iii) Company agrees to cooperate with Bank in recreating the Deposited Item. Deposited Items Returned. Bank has the right to charge back to or otherwise debit any of Company’s Account(s) for any Deposited Item that is returned (and to reverse or recover any associated interest that may have accrued), even if Company has made withdrawals against it. This right of charge back or debit is not affected by the expiration of any applicable midnight deadline, provided Bank does not have actual knowledge that such deadline has expired or, having such knowledge, (i) Bank concludes that the Deposited Item has been returned in accordance with the laws governing this Agreement or a rule (including a clearing house rule); or (ii) Bank has received a breach of warranty claim in connection with the Deposited Item. Bank has the right to pursue collection of such Deposited Item, even to the extent of allowing the payor bank to hold the Deposited Item beyond the midnight deadline in an attempt to recover payment. Bank may redeposit a returned Deposited Item and re-present it for payment by any means (including electronic means), unless Bank has received instructions from Company not to redeposit such Deposited Item. Bank will have no liability for taking or failing to take any action to recover payment of a returned Deposited Item. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C If one of Company’s Deposited Items is returned with a claim that there is a breach of warranty (for example, that it bears a forged endorsement or is altered in any way), Bank may debit Company’s Account for the amount of the Item (plus any associated fees) and pay the amount to the person or entity making the claim. Bank is under no duty to question the truth 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. Company agrees to immediately repay any Overdraft caused by the return of a Deposited Item. Direct Deposits Returned by Bank. If, in connection with a direct deposit plan funds are deposited to Company’s Account and later returned to the originator, Bank may deduct the amount from that or any other Account Company maintains at Bank, without prior notice and at any time, except as prohibited by the laws governing this Agreement. Bank may also use any other legal remedy to recover the amount. Reconstructing Lost or Destroyed Deposited Items. If a Deposited Item is lost or destroyed during processing or collection (either at Bank or at another point in the payments system), Company agrees to cooperate fully with Bank to reconstruct the Deposited Item by promptly: (i) providing Bank with a copy of the front and back of the Deposited Item from Company’s or the issuer’s records; (ii) asking the issuer to place a stop payment on it (at Bank’s expense) and issue a replacement Item to Company (if the Deposited Item has not been paid); or (iii) reviewing Company’s records and other information and conducting any additional research as may be reasonable to determine the issuer’s identity (if Company does not know the identity of the issuer of the Deposited Item). If Company fails to cooperate with Bank, Bank may, at any time and without advance notice to Company, reverse or otherwise adjust any credit made to Company’s Account for a lost or destroyed Deposited Item. Withdrawals from Company’s Account Determining Company’s Account’s Balance; Debiting Company’s Account. In determining the balance in Company’s Account that is available to pay Items, Bank may reduce the available balance by the amount of any hold that Bank has placed on Company’s Account under this Agreement. Additionally, Bank may place a hold on Company’s Account if Bank receives an electronic notice that an Item will be presented for payment or collection against Company’s Account (a “Notice of Presentment”). The hold may remain in effect from the time the Notice of Presentment is received until 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C the Item is presented or notice is received that the Item will not be presented, whichever first occurs. Bank may conclusively rely on the information it receives in an electronic presentment or notification when determining the available balance in Company’s Account, and Bank will not have any liability for refusing to honor any of Company’s Items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the Item, including its amount. Bank may debit Company’s Account on the day an Item is presented by any means, including without limitation electronically, or at an earlier time based on notification received by Bank that an Item drawn on Company’s Account will be presented for payment or collection. A determination of the balance in Company’s Account 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. Order of Posting; Categories of Items Bank posts transactions during its nightly processing each Business Day. Generally, Bank first posts deposits or incoming transfers received before the deposit cutoff time that day. Bank then posts withdrawals (such as ATM, debit card or check transactions) that have been received for payment from Company’s Account. Bank pays some categories (or types) of transactions, such as debit card transactions, before other types of transactions, such as checks. The order in which Bank posts Items to Company’s Account will depend upon a number of factors. For example, in connection with the process of posting Items, Bank has the right to (i) establish different categories of Items, (ii) establish a posting order for each category of Item(s), and (iii) establish different posting orders for Items within each category. Except to the extent limited by federal regulatory and judicial authorities, Bank has the right to change any of the factors described in (i), (ii) and (iii) above at any time without notice to Company. Establishing categories of Items. Bank groups Items into categories it establishes. For example, Bank may group debit card transactions into one category, and group checks into another category. Bank may include more than one type of Item in a single category. Establishing a posting order for each category of Items. Bank pays some categories (or types) of transactions, such as debit card transactions, before other types of transactions, such as checks. Establishing a posting order of Items within a single category. If there are multiple transactions within a category, the order in which the transactions are posted will vary depending on the type of transaction. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C For example, Bank will pay the most common types of transactions in the following order: • ATM, debit card, account transfers, teller cashed checks and teller cash withdrawals – transactions will be sorted by the date the transaction was conducted. For a debit card transaction, if a merchant does not seek pre-authorization from the Bank at the time of the transaction, Bank will use the date the transaction is received for payment from Company’s account. If there are multiple transactions on a date, those transactions will be sorted by time (where that information is available to Bank’s posting systems); the remaining transactions on that date will be sorted and paid from lowest to highest dollar amount. • Checks and automatic payments (also known as ACH). If there are multiple transactions, the transactions will be sorted and paid from highest to lowest dollar amount. Relation between posting order and overdrafts/returned items On any given Business Day, if Bank receives more than one Item for payment and determines there are sufficient funds to pay one or more but not all of the Items, then the number of Items paid and the overdraft and returned Item fees assessed could be affected by the order that Bank chooses to post those Items. For example, if Bank posts Items in the order of highest to lowest dollar amount, the total number of overdraft and returned Item fees Company is charged could be larger than if Bank were to post the Items in a different order. Paper Items Presented Over-the-Counter for Payment by a Non-Customer. If a Paper Item drawn against Company’s Account is presented over-the- counter for payment by a person who does not have a deposit account at Bank, Bank may charge a fee to the person presenting the Paper Item as a condition for payment of the Paper Item. Company should contact its banker if Company has questions or if Company is required for any reason to have a place where Company’s Paper Items can be cashed without a fee. The amount of the fee is disclosed in the fee and information schedule. Bank 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C may require identification acceptable to Bank and not prohibited by the laws governing this Agreement, including a fingerprint of the person presenting the Paper Item. Bank may dishonor the Paper Item if the person refuses to pay this fee or provide the identification Bank requests. Large Cash Withdrawals. If Company wants to cash a check (or make a cash withdrawal from Company’s Account) for a very large amount, Bank may require five (5) Business Days’ advance notice so that it can order the cash from its vault. Bank may, but is not obligated to, require that Company provide adequate security when Company picks up the cash and may also require Company to pick up the cash at Bank’s central vault or other location. Withdrawals at Affiliates. Company may make withdrawals from Company’s Account at an Affiliate, provided the Affiliate agrees. If an Affiliate cashes an Item for Company, Bank may place a hold on Company’s Account(s) for a corresponding amount of funds. If the Item is later returned to the Affiliate for any reason, Bank may debit one or more of Company’s Accounts for the amount of the Item. Items Resulting From Company’s Disclosure of Company’s Account Number. If Company voluntarily discloses Company’s Account number to another person orally, electronically, in writing, or by some other means, and Bank determines that the context of such disclosure implies Company’s authorization to debit Company’s Account, Bank may treat such disclosure as Company’s authorization to that person to issue Items drawn on Company’s Account. Missing Signatures; Alterations; Forgeries. Bank will have no responsibility for reviewing the number or combination of signatures on an Item drawn on Company’s Account. This means that if Company has indicated that more than one signature is required in connection with an Item drawn on Company’s Account, Bank will have no liability to Company if a transaction is conducted on or through Company’s 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 forgery of the signature of an Authorized Signer or an alteration of one of Company’s Items, if the forgery or alteration is such that a reasonable person could not reasonably be expected to detect it. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Dates and Special Instructions on Paper Items. Bank may, without inquiry or liability, pay one of Company’s Paper Items even though: (i) special instructions written on the Paper Item indicate that Bank should refuse payment (e.g., “Void after thirty (30) days,” “Paid-In-Full,” or “Void over $100”); (ii) the Paper Item is staledated (e.g., it bears a date that is more than six (6) months in the past), even if Bank has knowledge of the date on the Paper Item; (iii) the Paper Item is post-dated (e.g., it bears a date in the future), unless an Authorized Signer has given Bank a notice of post-dating; or (iv) the Paper Item is not dated. In addition, Bank may pay in U.S. dollars the amount that has been MICR-encoded on Company’s Paper Item, even though Company has purportedly drawn the Paper Item in a foreign currency. Facsimile or Mechanical Signatures. If Company has elected to use a facsimile, other mechanical signature (including a stamp) to sign or endorse Paper Items or a Company logo or other mark in lieu of a signature, Bank may rely on that signature (or any signature that purports to be the facsimile, other mechanical signature of an Authorized Signer) or the Company logo or other mark as Company’s authorized signature without regard to when or by whom or by what means or in what ink color such signature, Company logo or other mark may have been made or affixed to a Paper Item deposited to, drawn on or otherwise debited to Company’s Account. Consumer ACH Debit Entries. Under the ACH Operating Rules, certain types of ACH entries may only be presented on a consumer account. These entries (each, a “Consumer ACH Debit Entry”) include without limitation Point of Purchase (“POP”), account receivable (“ARC”), destroyed check (“XCK”) and returned check (“RCK”) entries. Bank shall have no obligation to pay, and no liability for paying, any Consumer ACH Debit Entry on Company’s Account. Stop Payment Orders; Notices of Post-Dating General. “Stop payment order” refers to both an order to Bank not to pay a Paper Item and to a notice of post-dating. To be effective, a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it before paying, accepting, certifying, cashing or otherwise becoming obligated to pay Company’s Paper Item as provided in the Uniform Commercial Code. Each stop payment order is subject to Bank’s verification that the Paper Item described in the order has not been 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C paid. This verification may occur subsequent to the time Bank accepts the stop payment order. Content of Stop Payment Order. Bank requires the exact (i) name of the payee, (ii) number of Company’s Account on which Paper Item is drawn, (iii) Paper Item amount and (iv) the Paper Item number or a range of Paper Item numbers. Bank may, at its sole discretion, use only a portion of the required information in order to identify a Paper Item. Failure to provide correct and complete information may make it impossible for Bank to stop payment of a Paper Item. Company agrees to indemnify and hold Bank harmless from and against any loss incurred by Bank as a result of Bank’s paying a Paper Item if any of the information relied upon in the stop payment order is incorrect or incomplete (or as a result of Bank’s not paying a Paper Item for which a valid stop payment order is in effect). Effective Period of Stop Payment Order; Renewal; Revocation. Bank need not honor a written stop payment order for more than six (6) months. For accounts that do not have Bank’s STOP AUTO-RENEWAL Service, Company must renew a stop payment order if Company does not want the stop payment order to expire after six (6) months. Each renewal is treated as a new stop payment order. For accounts with Bank’s STOP AUTO-RENEWAL Service, a stop payment order is subject to annual renewals for up to six (6) twelve-month periods, unless Company has otherwise notified Bank in writing. Bank may pay a Paper Item after a stop payment order has expired, even though the Paper Item is more than six (6) months old. An instruction to revoke a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it. Liability to Holder in Due Course. Notwithstanding Bank’s timely return of any Paper Item due to a valid stop payment order, Company may still be liable under the laws governing this Agreement for the amount of that Item. Paper Items Paid Over Valid Stop Payment Orders. If Bank pays a Paper Item over a valid stop payment order, Bank may require Company to provide Bank with an affidavit describing in detail Company’s dispute with the payee. If Bank credits Company’s Account after paying a post-dated Paper Item over a valid and timely notice of post-dating, Bank may charge Company’s Account for the amount of the Paper Item as of the date of the Paper Item. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Overdrafts; Security Interest; Bank’s Right to Setoff Overdrafts and Insufficient Funds. Bank may, at its option, pay or refuse to pay any Item if it would create an Overdraft on Company’s Account, without regard to whether Bank may have previously established a pattern of honoring or dishonoring such an Item. Bank may take either of the following actions if Bank receives an Item drawn on Company’s Account and there are insufficient available funds in Company’s Account to cover the Item, without prior notice to Company: • Pay the Item and create an Overdraft on Company’s Account. • Return the Item if the Item would create an Overdraft on Company’s Account. Company agrees to pay Bank’s fee that may vary depending on the action Bank takes. Any Overdraft on Company’s Account is immediately due and payable, unless Bank agrees otherwise in writing. Company agrees to reimburse Bank for the attorneys’ fees and other costs and expenses Bank incurs in recovering the Overdraft (including Overdraft and associated fees). On a Business Day when Bank determines that there are sufficient funds in Company’s Account to pay one or more but not all of the Items presented for payment on Company’s Account, the order in which Bank posts such Items may affect the number of Items paid and the Overdraft and returned Item fees assessed. When Bank posts Items in the order of highest to lowest dollar amount, the Overdraft and returned Item fees may be more than these fees would be if Bank were to post the Items in the order of lowest to highest dollar amount. Security Interest; Bank’s Right to Setoff. To secure Company’s performance of this Agreement, Company grants Bank a lien on and security interest in Company’s Account and Company’s accounts with any Affiliate. In addition, Company acknowledges Bank may setoff against any Account(s) (including matured and unmatured time Account(s)) for any obligation Company owes Bank at any time and for any reason as allowed by the laws governing this Agreement. These obligations include both secured and unsecured debts and debts Company owes individually or together with another person. Bank may consider this Agreement as Company’s consent to Bank’s asserting its security interest or exercising its right of setoff should the laws governing this Agreement require Company’s consent. If Company’s Account is an unmatured time account, Bank may deduct any early withdrawal fee that may be due as a result of Bank having exercised its right of setoff. If Company has a Sweep 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Account, Company also authorizes Bank to redeem Company’s shares in the Designated Money Market Fund and apply the proceeds to any obligation Company owes Bank. The rights described in this subsection are in addition to and apart from any other rights, including any rights granted under any security interest that Company may have granted to Bank. Bank Fees and Expenses General. Company agrees to pay Bank in accordance with the fee and information schedule. Company also agrees to pay an amount equal to any applicable taxes, however designated, exclusive of taxes based on the net income of Bank. Payment of Bank Fees and Expenses; Finance Charges. Bank may either directly debit Company’s Account or invoice Company for Bank fees and expenses and taxes incurred in connection with Company’s Account and any Service. If an Earnings Allowance accrues on Company’s Account, Bank will periodically apply Company’s accrued Earnings Allowance to Bank fees and expenses (unless Bank otherwise indicates in writing). Bank may debit Company’s Account (or any other Account Company maintains at Bank) or invoice Company for any amount by which the fees and expenses exceed the accrued Earnings Allowance on Company’s Account. Bank may also debit Company’s Account (and any other account Company maintains at Bank) for attorneys’ fees and any other fees and expenses Bank incurs in exercising its rights under this Agreement including Bank’s rights in connection with Overdrafts, Adverse Claims, Legal Process and “Freezing” Company’s Account. If there are insufficient funds in Company’s Account to cover the debit, Bank may overdraw Company’s Account. Company agrees to promptly pay any invoiced amount. Bank may assess finance charges on any invoiced amounts that are not paid within forty-five (45) days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and expenses. Debiting of service fees occurs on the day of each calendar month Bank separately discloses to Company, or if the disclosed day is not a Business Day, on the next succeeding Business Day. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Earnings Allowance. Each month, 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 fees for the account. An Earnings Allowance in excess of the total monthly fees cannot be credited to the account as interest and may not be carried forward to the following month. Earnings Allowances are calculated on a 365/366-day year basis using an “Earnings Allowance Rate,” which is a variable rate established by Bank (and which may be as low as zero percent). Bank reserves the right to change this rate at any time without notice to Company. If the account is an interest-bearing account, the account is not eligible to earn an Earnings Allowance. Recoupment Fee. The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank’s depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank’s confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee. Bank assesses this Recoupment Fee to partially recover insurance premiums it pays to the FDIC for deposit insurance. The amount of the Recoupment Fee appears on the periodic statement or client analysis statement for Company’s account and is based on the monthly average ledger balance Company maintains in its account. The Recoupment Fee is subject to change by Bank at any time without notice. For questions about the Recoupment Fee, Company may contact its relationship manager at Bank. Bank’s Use of Funds. Bank may benefit from having the use of funds in customers’ non-interest bearing accounts. Bank may use these funds to reduce its borrowing from other sources such as the Fed Funds market or invest them in short-term investments such as its Federal Reserve Account. This benefit may be referred to as “spread”. It is not possible to quantify the benefit to Bank that may be attributable to a particular customer’s funds because funds from all customers’ non-interest bearing accounts are aggregated both for purposes of reducing Bank’s borrowing costs and for investment and because Bank’s use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks and Bank’s anticipated funding needs. Bank’s use of funds as described in this paragraph has no effect or impact on Company’s use of and access to funds in Company’s account. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Checking Subaccounts For each checking account, Bank may establish on Company’s behalf a master account and two subaccounts. All information that is made available to Company about Company’s Account will be at the master account level. The subaccounts are comprised of a savings account and a transaction account. On the first day of each month, Bank will allocate funds between the two subaccounts as it deems appropriate. Items received by Bank that are drawn against Company’s master account will be presented for payment against the transaction subaccount. Funds will be transferred from the savings subaccount to cover Items presented against the transaction subaccount as may be needed. On the sixth (6th) 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 Company’s Account earns interest, the use of subaccounts will not affect the interest Company earns. Miscellaneous Acceptable Form of Paper Items; Document and Image Quality. Company agrees to comply with Bank’s specifications for Paper Items, including without limitation paper stock, dimensions, and other generally applicable industry standards for Paper Items and to include on Company’s Paper Items Bank’s name and address as directed by Bank. Certain features (such as security features) of an originally issued Item or a Deposited Item may impair the image quality of a substitute check, purported substitute check or electronic Item created by Bank or any third party. Bank will not be liable for any claims, demands, judgments or expenses paid, suffered or incurred by Company, and Company will indemnify Bank from and hold Bank harmless against any claims, demands, judgments or expenses paid, suffered or incurred by Bank, arising directly or indirectly as a result of or in connection with (i) the untimely return of any Paper Item Company has issued as a result of, and any presentment-related problem resulting from, the failure of the Paper Item to conform in any respect to Bank’s Paper Item specifications, including without limitation, failure to include Bank’s full name and address on the Paper Item, and (ii) any claim based on the image quality of a substitute check, purported substitute check or electronic Item, whether created by Bank or any third party. Closing Company’s Account. Company may close Company’s Account at any time. Bank may, in its sole discretion, close Company’s Account at any time. If Bank closes Company’s Account, Bank may send the Collected Balance on deposit in Company’s 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Account by ordinary mail to Company’s most recent address shown on Bank’s account records. Whether Company or Bank closes Company’s Account, Company agrees to maintain on deposit in Company’s Account sufficient funds (determined in Bank’s sole discretion) to cover outstanding Items to be paid from Company’s Account, charge-backs including without limitation returned Deposited Items and Bank’s fees and expenses. This Agreement shall continue to govern Company’s Account until Bank makes a final disbursement from it. In addition, Bank will not be liable for any loss or damage that may result from dishonoring any of Company’s Items that are presented or otherwise received after Company’s Account is closed. If Company’s Account is an interest bearing account, the Account will cease earning interest from the date Company requests it be closed. If the Account balance does not reach zero within three (3) months from the date of Company’s request, Bank may close the Account and send Company the balance as described above or return the Account to active status. Contract Language. English is the controlling language of the relationship between Company and Bank. Bank may translate its agreements, forms, disclosures and advertisements into another language for Company’s convenience. However, if there is a discrepancy between Bank’s English language materials and the materials in another language, the English language version is controlling, unless (i) Bank otherwise agrees with Company in writing; or (ii) the laws governing this Agreement specifically provide for a different result. Credit Reports. Company authorizes Bank to make any inquiries that Bank considers appropriate to determine if Bank should open and maintain an Account for Company. This may include ordering a credit (or other) report (e.g., information from any motor vehicle department or other state agency) on Company. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Dormant and Unclaimed Accounts. Company’s Account is dormant if, for one year for a checking account or three years for a Commercial savings or time account, there is no customer initiated activity (except where the laws governing this Agreement require otherwise). If Company’s Account is dormant, Bank may hold all statements on Company’s Account, but Bank’s normal maintenance and other fees will continue to be assessed except where prohibited and ATM and Point-of-Sale (“POS”) access may be blocked. If Company’s Account remains dormant and is unclaimed by Company for the period required under the laws governing this Agreement, Bank is required by those laws to “escheat” the funds; that is, to deliver the funds in Company’s Account to the state whose laws govern Company’s Account. Bank may charge a fee to Company’s Account for mailing an escheat notice. When the funds in Company’s Account are delivered to the state, Company’s Account is closed, and no interest accrues. To recover funds delivered to the state, Company must file a claim with the state. Entire Agreement; Headings; No Third Party Beneficiary. This Agreement constitutes the entire agreement between Company and Bank regarding the subjects addressed in it and supersedes prior oral or written representations, conditions, warranties, understandings, proposals or agreements regarding Company’s Account. Headings do not constitute a part of this Agreement. No person or entity will be deemed to be a third party beneficiary under this Agreement. Laws Governing this Agreement. The laws governing this Agreement include the laws and regulations of the United States and, to the extent applicable, the laws of the state in which the Bank office that maintains Company’s Account is located (unless Bank has notified Company in writing that the laws of another state shall govern Company’s Account), without regard to conflicts of laws principles. If Company’s Account was not opened in person at a Bank office (for example, if Company opened its Account by phone, through the mail or over the Internet), this Agreement will be governed by the laws of the state in which 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Bank’s main office is located, unless Bank notifies Company that its Account has been assigned to a particular Bank office, in which event the laws of the state in which that office is located will govern this Agreement. Any lawsuits, claims or other proceedings relating in any way to Company’s Account, any Service or this Agreement, including without limitation, the enforcement of the Arbitration Agreement in this Agreement and the entry of judgment on any arbitration award shall be venued exclusively in the courts of the state whose laws govern this Agreement, without regard to conflict of laws principles. Each provision of this Agreement stands alone. Any provision of this Agreement which is inconsistent with the laws governing this Agreement, either in its entirety or with respect to a particular type of transaction or Item, will be deemed modified and applied in a manner consistent with the laws governing this Agreement. Any provision of this Agreement which a court of competent jurisdiction determines to be unenforceable or invalid, either in its entirety or with respect to a particular type of transaction or Item, will not affect the enforceability or validity of the remaining provisions of this Agreement. Notwithstanding the preceding paragraph, any funds transfer that is a “remittance transfer” as defined in Regulation E, Subpart B, as amended from time to time, will be governed by the laws of the state of New York, including New York’s version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles. Minimum Balance Requirements; Other Restrictions. Bank may impose minimum balance requirements or other applicable limitations, or restrictions on Company’s Account, provided such requirements, limitations or restrictions are disclosed to Company. Modification of Agreement; Account Conversion. Bank may in its sole discretion from time to time change this Agreement by adding new provisions or by modifying or deleting existing provisions. Each such addition, modification or deletion is referred to in this Agreement as a “modification.” When applicable law requires Bank to notify Company of a modification, Bank may do so by posting notice of the modification in Bank or at Bank’s home page (www.wellsfargo.com), by including a message on or with the statement for Company’s Account, or by any other means that Bank considers appropriate, unless the laws governing this Agreement requires notice by a specific means. In addition, Bank may agree in writing to waive a provision of this Agreement including without limitation a fee (a “waiver”). Bank may, upon prior written notice to Company, revoke any waiver. Company’s continued use of Company’s Account or a related Service following the effective date of any modification or revocation of any waiver 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C will show Company’s consent to that modification or revocation of waiver. Bank may convert Company’s Account to another type of account at any time, provided Bank gives Company any advance notice that may be required. Monitoring and Recording Communications. Bank may without liability monitor, record and retain telephone conversations, electronic messages, electronic records and other data transmissions between Company and Bank at any time without further notice to Company, unless further notice is otherwise required by the laws governing this Agreement. No Fiduciary Relationship. Bank’s relationship with Company concerning Company’s Account is that of debtor and creditor; no fiduciary, quasi-fiduciary or special relationship exists between Company and Bank. Reliance on Bank Records. Bank may rely solely on its records to determine the form of ownership of and the Authorized Signers on Company’s Account. Reordering Checks. Company can reorder checks by mailing the reorder form enclosed in Company’s current order of checks or by calling Bank at the telephone number shown on the statement for Company’s Account. If Company or a third party prints its checks, Bank shall have no liability to Company if Bank is unable to process such checks by automated means. Restricted transactions. Company acknowledges and agrees that “restricted transactions,” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GG issued thereunder, are prohibited from being processed through Company’s Account or any relationship between Company and Bank. In the event Bank identifies a suspected restricted transaction, Bank may block or otherwise prevent, or prohibit such transaction and, further, Bank may close the Account or end the relationship. Transferring an Interest in Company’s Account. Company’s Account may not be pledged, assigned or in any other manner transferred, whether in whole or in part, without Bank’s written agreement. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts Interest-Bearing Accounts Variable/Fixed-Rate Accounts. Company’s interest-bearing Account may be either a variable-rate or fixed-rate account. Unless Bank has specified otherwise in writing, Company’s Account will be a variable-rate account. That means Bank may in its sole discretion change the interest rate on Company’s Account at any time. If Company’s Account is a fixed-rate account and it is not a time account, Company will be paid the specified interest rate for at least thirty (30) days. Method Used to Calculate Earned Interest. Bank may use either the average daily balance or daily balance method to calculate interest. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal for each day and dividing by the number of days in the period. The daily balance method applies a daily periodic rate to principal each day. Unless Bank has specified otherwise in writing, it will use the daily balance method to calculate interest. If Company’s Account is a tiered-rate account, Bank may pay the same interest rate on more than one tier. Interest Accrual. If Company deposits a non-cash Item, such as a check, interest begins to accrue no later than the Business Day Bank receives credit for the deposit of that Item. This may not be the same day that Company deposits the non- cash Item to Company’s Account. Compounding and Crediting. Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, Bank will notify Company separately as to the frequency with which interest will be credited to Company’s Account. Target Balance Accounts. If Company maintains multiple accounts at Bank, Company may, with Bank’s consent, 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 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C to maintain in such account (the “Target Balance”). At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. If the applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an Overdraft or exceed the Collected Balance then on deposit in the Principal Account. Interest Adjustments. An interest adjustment may be reflected on the statement for Company’s Account for the month after it occurs rather than the month in which it occurs. Tax Identification Number Certification. Treasury regulations require Bank to obtain a Tax Identification Number (“TIN”) certification for each account. To avoid backup withholding tax on accounts that earn interest or dividends, Company must submit Internal Revenue Service (“IRS”) Form W-9 or the appropriate Form W-8 and supporting information and/or documentation to Bank. U.S. citizens or other U.S. persons, including resident alien individuals, must provide a Form W-9. If Company is a non-resident alien as defined by the IRS, Company must provide the appropriate Form W-8. Additional documentation may be required if Company is a foreign partnership, foreign government, or is claiming an exemption based on Effectively Connected Income. Until Bank has received the completed and signed Form(s) W-9 or W-8, or any other required forms, Bank will pay interest and comply with the backup withholding requirements of the IRS. If, at any time, Bank receives information that someone other than Company is using the same TIN that Company certified as its TIN on Form W-9, and Bank is not able to determine to its own satisfaction that the TIN has been assigned to Company, Bank may at its option and without notice (i) stop paying interest on Company’s Account, (ii) continue paying interest but comply with the backup withholding requirements of the IRS and/or, (iii) take any other action which Bank believes is reasonable in the circumstances. If Company is an individual who owns its Account as a sole proprietor, upon that individual’s death, Bank must be provided with the individual’s estate’s or successor’s TIN or Bank may either refuse to pay interest earned on Company’s Account since the date of the individual’s death or withhold a portion of the interest that has been earned on Company’s Account since the date of the individual’s death. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Commercial Savings Accounts Bank’s Right to Require Notice. Bank has the right to require seven (7) days’ written notice before Company withdraws money from Company’s Negotiable Order of Withdrawal (NOW) or savings Account. Regulation D savings account transaction and other limited activity Regulation D and Bank limit certain types of withdrawals and transfers from a Federal savings or money market account to a combined total of six (6) per monthly statement period (exceptions to the statement period may apply): Limited by Regulation D:- • Transfers by phone using Bank’s automated banking service or speaking with a banker on the phone • Transfers or payments through online, mobile, and text banking (including bill pay) • Transfers to a checking account for overdraft protection coverage • Preauthorized transfers and withdrawals (including recurring and one time) • Payments to third parties such as checks, drafts, or similar transactions (counted when they are posted to the account and not when they are written) • Debit or ATM card purchases that post to the savings or money market account Limited by Bank: • Transfers and payments to Wells Fargo credit cards, lines of credit, and loans • Wires whether made in person, on the telephone, or online Not limited: Except wire transfers as described above, there is no limit on withdrawals or transfers made in person at an ATM or a Wells Fargo banking location or on any types of deposits. An excess activity fee is assessed for transactions exceeding the limits stated above. If the limit is exceeded on more than an occasional basis, Bank may be required to close or convert the savings or money market account to a checking account, which would discontinue any overdraft protection it might be providing to another account, or close the account. If the withdrawal and 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C transfer limit is reached, Bank may decline transfers and withdrawals for the remainder of the monthly statement period (exceptions to the statement period may apply) to help Company avoid a fee and account conversion or closure. The Excess Activity Fee for Savings and Money Market Accounts is $10 per excess transaction. Commercial Time Accounts General. Commercial Time (“time”) Accounts include deposits which are payable, either on a specified date or at the expiration of a specified time, no less than seven (7) calendar days after the date of deposit. Bank may refer to a time account as a “certificate of deposit” or a “CD,” even though the time account is not represented by a certificate. Certificated Time Accounts. If Company receives a certificate evidencing Company’s time Account, Bank may require Company to present the certificate and any amendments to receive payment or transfer ownership. Maturity Date. Company’s time Account will mature at the end of the term stated on Company’s receipt, disclosure or certificate, as applicable. Time Requirements. Company agrees to keep Company’s funds on deposit until the maturity date. Company may make withdrawals from Company’s time Account on the maturity date or within the grace period after that date. Bank will not agree in advance to allow withdrawal before maturity. Payment of Interest. If Company has elected a payment of interest other than a credit to Company’s time Account, Bank may in its sole discretion terminate it in favor of crediting Company’s time Account. Ordinarily, such discretion will be exercised when an interest payment mailed to Company’s Account address has been returned undelivered or when an Account to which Company’s interest payments were automatically credited has been closed, or if the interest payment amount is less than any minimum amount disclosed in the fee and information schedule. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Additional Deposits. Other than during the grace period, Company may not make additional deposits to Company’s time Account, unless Bank otherwise agrees in writing. Withdrawal of Interest Prior to Maturity. A withdrawal of interest prior to maturity will reduce earnings. Renewal Policies. If Company’s time Account is automatically renewable, at maturity it will renew (i) for a like term; and (ii) at Bank’s interest rate in effect on the maturity date for a new time deposit of the same term and amount, unless Bank has notified Company that it will not renew Company’s Account. Company may withdraw Company’s funds anytime during the grace period without a fee. If Company does, Bank will not pay interest for that period on the funds withdrawn. If Company’s time Account is not automatically renewable and Company does not withdraw the funds on the maturity date, the funds will no longer earn interest after the maturity date and will be placed in a non-interest-bearing checking Account. Early withdrawal fee. If Company withdraws funds from its time Account before the maturity date, an early withdrawal fee will be assessed: • For terms less than three months (or less than 90 days), the fee is one month’s interest • For terms three months (or 90 days) through 12 months (or 365 days), the fee is three months’ interest • For terms over 12 months through 24 months, the fee is six months’ interest • For terms over 24 months, the fee is 12 months’ interest • Minimum fee is $100 The early withdrawal fee is based on the principal amount withdrawn, at the interest rate on Company’s time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal fee, one month’s interest is equal to one year’s interest, at the interest rate in effect at the time of withdrawal, divided by 12. The amount of the early withdrawal fee is deducted from earned interest. If the fee is greater than the earned interest, the difference is deducted from the principal. In no event will the early 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C withdrawal fee for a withdrawal during the first six days after the date of deposit be less than seven days’ simple interest.\ III. Funds Transfers General. Funds transfers to or from Company’s Account will be governed by the rules of any funds transfer system through which the transfers are made, as amended from time to time, including, without limitation, the National Automated Clearing House Association and any regional association (each, an “ACH”) and Clearing House Interbank Payments System (“CHIPS”). The following terms are in addition to, and not in place of, any other agreements between Company and Bank regarding funds transfers. Notice of Receipt of Funds. Unless Bank has otherwise agreed in writing, it will notify Company of funds electronically debited or credited to Company’s Account through the statement for Company’s Account covering the period in which the transaction occurred. Bank is under no obligation to provide Company with any additional notice or receipt. Reliance on Identification Numbers. If a transfer instruction describes the person to receive payment inconsistently by name and account number, payment may be made on the basis of the account number even if the account number identifies a person different from the named person. 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. Duty to Report Unauthorized and Erroneous Fund Transfers. Company agrees to exercise ordinary care to determine whether a fund transfer to or from Company’s Account was either erroneous or not authorized and will notify Bank of the facts within a reasonable time not exceeding fourteen (14) days after Bank sends or makes available to Company the statement for Company’s Account on which the transfer appears or Company otherwise has notice of the transfer, whichever is earlier. Company will be precluded from asserting that Bank is not entitled to retain payment unless Company objects to payment within the fourteen (14) day period. 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Erroneous Payment Orders. Bank has no obligation to detect errors in payment orders (for example, an erroneous instruction to pay a beneficiary not intended by Company or to pay an amount greater than the amount intended by Company, or an erroneous transmission of a duplicate payment order previously sent by Company). Should Bank detect an error on one or more occasions, it shall not be construed as obligating Bank to detect errors in any future payment order. Automated Clearing House (ACH) Transactions. The following terms apply to payments to or from Company’s Account that are transmitted through an ACH: • Company’s rights as to payments to or from Company’s Account will be governed by the laws that govern Company’s Account. • Credit given by a receiving bank to its customer for a payment from Company’s Account is provisional until final settlement has been made or until payment is considered received under the laws that govern Company’s Account. • If final settlement or payment is not made or received, the receiving bank will be entitled to a 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 Company’s Account and Bank does not receive final settlement or payment is not received under the laws governing this Agreement, Company will not be considered to have received payment, and Bank will be entitled to reimbursement from Company for that payment. • Company hereby authorizes any Originating Depositary Financial Institution (ODFI) to initiate, pursuant to ACH Operating Rules, ACH debit entries to Company’s Account for electronic presentment or re- presentment of Items written or authorized by Company. IV. Selected Services Stagecoach Deposit® – ATM Deposit Only Card Service. Company may elect to utilize Bank’s Stagecoach Deposit® – ATM Deposit Only Card Service by completing and returning to Bank the setup form for the Service. This Service allows Company to make deposits to Company’s Account using a Stagecoach Deposit® – ATM Deposit Only card (“Deposit 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Card”) and a designated Wells Fargo® ATM (“ATM”). Company will make such deposits according to the instructions Bank provides and will gain access to the ATM using the Deposit Card and a Personal Identification Number (“PIN”), the risk of misuse of both of which Company assumes. Bank will provisionally credit each deposit to Company’s Account based on the amount Company keys into the ATM. Company’s ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and Bank’s funds availability policy applicable to Company’s Account. If the dollar amount of Company’s deposit as determined by Bank differs from Company’s total (as shown on Company’s ATM receipt), Bank will send Company a statement showing the amount of this difference. Company agrees Bank’s count of the dollar amount of Company’s deposit will be conclusive and binding on Company. Company will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If Company claims any portion of a deposit was lost or stolen while in Bank’s custody, Company acknowledges Company has the burden of proving its claim. If Company orders supplies for the ATM Deposit Service through the ATM, Company authorizes Bank to initiate debits to Company’s Account and credits to the accounts of third party vendors to cover the cost of such supplies provided to Company. Such transfers may be processed through an automated clearing house or any other means chosen by Bank and will be subject to the rules of the funds transfer system used by Bank. Company’s authorization will remain in full force and effect until Bank has received written notification from Company of its termination in such time and manner as to afford Bank and any third-party vendor a reasonable opportunity to act on it. Stagecoach Deposit® – Post Verify Service. If Company elects to utilize Bank’s Stagecoach Deposit® – Post Verify Service, Company will prepare, package and deliver Stagecoach deposits to Bank in accordance with Bank’s instructions. Bank will provisionally credit Company’s Account for the currency shown on the deposit ticket enclosed in Company’s Stagecoach deposit bag as follows: (i) same day credit for deposits delivered to an office of Bank before that office’s cut-off time on any Business Day or for deposits placed in night depository of Bank before 6:00 a.m. on any Business Day; or (ii) next Business Day credit for deposits delivered to an office of Bank on any Business Day on or after Bank’s office’s cut-off time or on any non-Business Day. All Stagecoach deposits are subject to Bank’s acceptance and verification. Bank will verify the currency in Company’s Stagecoach deposit bag either at a later time in Bank’s office or 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C COM 1416 (Rev10/14) when Company’s Stagecoach deposit bag is delivered to Bank’s cash vault. Checks will be verified when they are delivered to Bank’s check processing center. Bank reserves the right to adjust (debit or credit) Company’s Account 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 Company’s Stagecoach deposit may vary, depending on the office to which Company’s Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three (3) Business Days. Adjustments will be effective when they are processed. © 2014 Wells Fargo Bank, N.A. Wells Fargo Bank Northwest N.A. All rights reserved. Members FDIC 5962 EXHIBIT F DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Bank, N.A. Safekeeping Agency Agreement 20111017-0003 Safekeeping Agency Agreement and Addendum (Standard) FR-1037 1 This Agreement is made effective as of the ___ day of _____________, 20__, by and between Wells Fargo Bank, N.A. (“Wells Fargo”) and ______________________________________(the “Customer”) in regard to the safekeeping of certain securities. Customer wishes to appoint a safekeeping agent to hold certain securities of the Customer pursuant to the direction of the Customer in connection with certain investment account services provided by Wells Fargo Securities, LLC, an affiliate of Wells Fargo. Therefor, with respect to each account or accounts opened at Wells Fargo for this purpose on behalf of the Customer, the parties hereto agree as follows: 1. Appointment and Acceptance. Customer hereby appoints Wells Fargo, and Wells Fargo hereby accepts its appointment, as safekeeping agent (“Safekeeping Agent”) of certain securities of the Customer (the “Account”). The Account shall consist of those assets that the Customer notifies Wells Fargo shall be included in the Account, together with the income, proceeds and profits thereon. Wells Fargo will act as the Safekeeping Agent for the purposes, to the extent, in the manner and within the limitations set forth in this Agreement. All Account(s) opened for the Customer at Wells Fargo shall be subject to and governed by this Agreement. 2. Services of Safekeeping Agent. Wells Fargo shall: 2.1 Open and maintain a safekeeping account in the name of the Customer and hold in such account all cash and securities initially deposited plus any additional cash and securities that may be received from Customer or pursuant to the direction of the Customer from time to time for deposit to the Account. 2.2 Act upon written direction from the Customer or from investment managers or other agents duly appointed in writing by the Customer. 2.3 Settle securities transactions for the Account with brokers or others in accordance with the written direction of the Customer or its duly appointed agent. 2.4 Be responsible for the collection of all investment income relating to the assets in the Account and provide for the daily investment thereof. 2.5 Present for payment all maturing securities or any securities called for redemption and collect proceeds. 2.6 Provide for the investment of cash balances in money market mutual funds, through an automated sweep or manual transaction, as authorized and directed by the Customer or duly appointed agent in the Addendum – Money Market Mutual Funds – Investment Direction and Acknowledgment (“Addendum”) attached hereto. 2.7 Deliver cash or securities as the Customer or duly appointed agent may direct. 2.8 Deliver proxy and other materials for securities held in the Account, including offers to tender or exchange such securities, to the Customer or its duly appointed agent. Wells Fargo shall have no responsibility to vote proxies or exercise any rights incidental to ownership of the securities held in the Account. LEID 376551 - DENTON, CITY OF City of Denton, Texas 5962 EXHIBIT G DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 20111017-0003 Safekeeping Agency Agreement and Addendum (Standard)2 2.9 Receive and hold directly, by nominee or through third party depositories for the account of Customer subject to this Agreement, securities that are delivered to it for the account of Customer, making payment therefor, if required, in accordance with Customer’s written instructions. 2.10 Provide to Customer a summary of Account activity, including any security transactions effected by Wells Fargo, and a summary of settled security positions held in safekeeping on a monthly basis or, to the extent no transactions occur in the Account, on a quarterly basis. 2.11 Use its best efforts to identify and timely process bond calls and corporate reorganizations reported by the Federal Reserve and the Depository Trust Company relating to securities it is holding for Customer. Safekeeping Agent may amend its list of sources of bond call and reorganization information upon thirty (30) days prior written notice to Customer. Safekeeping Agent shall not be responsible in any manner whatsoever, and shall not have any liability to Customer whatsoever, for any losses incurred by Customer in connection with bond calls or corporate reorganizations if notices are published in other sources. Safekeeping Agent will process bond calls and corporate reorganizations within a reasonable time after receipt of written notice provided to Safekeeping Agent. 3. Powers of the Safekeeping Agent. The Safekeeping Agent is authorized and empowered to: 3.1 Hold assets in the name of the nominee selected by the Safekeeping Agent or such other nominee name as the Customer or its agent may direct in writing. 3.2 Employ agents other than persons on its regular payroll and delegate to them such ministerial and other non-discretionary duties as it sees fit and to rely upon such information furnished by such agents. 3.3 Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any other instruments that may be necessary or appropriate to carry out the safekeeping duties and powers. 3.4 Hold assets in shares of a registered investment company (mutual fund), which may be a mutual fund with respect to which Wells Fargo or its affiliates provide investment advisory or other services and receive compensation therefore, as disclosed in the prospectus and/or the Addendum attached hereto. 4. Shareholder Communications Disclosure. Pursuant to the Securities and Exchange Commission’s Beneficial Owner Information Disclosure Rule #14b-2 (“Rule”), the Customer authorizes Wells Fargo to provide the Customer’s name, address and share position to any issuers of securities held by Wells Fargo in its nominee name for the benefit of the Customer. It is understood that the Rule prohibits the requesting issuer from using Customer’s name and address for any purpose other than corporate communications. 5. Securities Advices. Customer understands and acknowledges its right to receive notification of details on each security transaction Wells Fargo effects on its behalf under Federal Regulations 12 CFR §§ 12.4 and 12.5. Customer waives this right, with the understanding that details of securities trades will be reflected in the standard summary of account activity provided periodically to the Customer. 6. Safekeeping Agent’s Protection. Customer agrees to reimburse, indemnify and hold Wells Fargo harmless from and against any and all liability, loss, claim, damage or expense, including taxes, other governmental charges, and reasonable legal fees which may be imposed, assessed or incurred against the Account or against Wells Fargo by reason of its acting as safekeeping agent and following 5962 EXHIBIT G DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 20111017-0003 Safekeeping Agency Agreement and Addendum (Standard)3 directions as contemplated by this Agreement. This indemnity does not extend to any liability, loss, claim, damage or expense arising from the alleged negligence, malfeasance or violation of applicable law or regulation or fraud or alleged fraud on the part of Wells Fargo, its officers, agents or employees. Wells Fargo, its affiliates, and their officers, directors, employees or agents shall not be liable to Customer for any actions or failures to act or for any errors of judgments made in good faith. 7. Fees. Wells Fargo shall be paid reasonable compensation and fees for its services under this Agreement in accordance with its current fee schedule that has been provided to Customer. These fees are subject to change on thirty (30) days prior written notice. Such compensation and fees may be paid from the Account if not paid by the Customer within thirty (30) days after Wells Fargo mails a written invoice to the Customer. 8. No SIPC Insurance. Customer understands that the Securities Investor Protection Corporation (SIPC) does not insure securities held in the safekeeping Account that are subject to this Agreement. 9. Amendment and Termination. Wells Fargo may amend this Agreement at any time in any respect upon notice to Customer. The Agreement may be terminated at any time by either Wells Fargo or Customer upon thirty (30) days written notice to the other or as otherwise agreed by the parties. As soon as administratively feasible following the effective date of such termination, Wells Fargo shall deliver the assets of the Account to the Customer or successor safekeeping agent appointed by the Customer and shall have no further responsibilities for the assets in the Account. 10. Authorized Persons. The Customer shall furnish to Wells Fargo a written certification of the names and specimen signatures of individuals authorized to communicate with Wells Fargo on behalf of the Customer. Wells Fargo shall be entitled to rely on the oral direction as confirmed in writing or written direction of such persons. 11. Notices. Notice to Wells Fargo shall be directed as follows: Wells Fargo Bank, N.A. Safekeeping Services Northstar East – 10 th Floor, MAC# N9303-102 608 Second Avenue SouthMinneapolis, MN 55479 Fax: (612) 667-6321 Notice to Customer shall be directed and mailed to the address on record for their account. 12. Severability. If any provisions of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed and enforced as if such provisions had not been included. 13. Assignment. No assignment of this Agreement shall be made by either party without written consent of the other. 14. Section Headings. The headings of sections in this Agreement are inserted for convenience and reference and shall not be deemed to be a part of or used in the construction of this Agreement. 15. Governing Law. This Agreement and all transactions hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Minnesota. 5962 EXHIBIT G DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 20111017-0003 Safekeeping Agency Agreement and Addendum (Standard)4 16. Successors and Assigns. This Agreement shall bind the successors and assigns of Customer and shall bind the successors and assigns of Wells Fargo. 17. Entire Agreement. This agreement shall constitute the entire Agreement between the parties and shall supersede any and all prior oral or written representations, conditions, warranties, understanding, proposals, or agreements between the parties regarding the services to be provided hereunder. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. ________________________________________ Customer Name ________________________________________Authorized Signature ________________________________________ Print Name ________________________________________ Title Safekeeping Agent:WELLS FARGO BANK, N.A. By:______________________Title: DirectorPrint name: Sean O’Farrell AFTER COMPLETING, PLEASE RETURN ALL PAGES OF THIS AGREEMENT City of Denton, Texas George C. Campbell City Manager 5962 EXHIBIT G DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 20111017-0003 Safekeeping Agency Agreement and Addendum (Standard)5 SAFEKEEPING AGENCY AGREEMENT ADDENDUM TO SAFEKEEPING AGENCY AGREEMENT MONEY MARKET MUTUAL FUNDS INVESTMENT DIRECTION AND ACKNOWLEDGEMENT Wells Fargo Bank, N.A. (“Wells Fargo”), as Safekeeping Agent, provides for the investment of cash balances through an automated daily sweep or through individual transactions as directed by an authorized representative of the Account. To facilitate this service, Wells Fargo has agreements with selected mutual fund companies, who make their money market mutual funds available for Wells Fargo safekeeping accounts. Automated Cash Investment Direction. As authorized representative of the Account, you, the Customer may direct Wells Fargo to systematically invest cash held in the Account, awaiting permanent investment or distribution, in money market mutual fund(s) as evidenced by your investment account application executed with Wells Fargo Securities, LLC (“WFS”), an affiliate of Wells Fargo. Wells Fargo shall continue to automatically invest cash in this designated fund(s) until it receives direction from an authorized representative of the Account to invest cash in another investment vehicle. Non-Automated Cash Investments. In addition to automated cash investment, it is acknowledged that an authorized representative of the Account can direct Wells Fargo to invest available cash positions into one or more of the money market mutual funds made available by Wells Fargo, including the same fund used for the automated cash investment. Individual cash investment directions shall be provided to Wells Fargo in writing or electronically or directed through a representative of WFS, who will perform the directed transaction on behalf of the authorized representative of the Account. Disclosure of Money Market Mutual Fund Service Fees.For non-Wells Fargo money market mutual funds, Wells Fargo and/or its affiliates may receive fees from the fund for providing certain shareholder and administrative services. The amount of these fees may differ depending on the fund but will not exceed .25 of 1% calculated on an annual basis. Specific fee information is available upon request by contacting a Wells Fargo representative. For Wells Fargo Advantage money market mutual funds, fees payable to Wells Fargo or its affiliates by the Wells Fargo Advantage Funds are described in the Organization and Management of the Funds and Summary of Expenses sections of the applicable Fund’s prospectus, and in the Management section of the Statement of Additional Information. Wells Fargo receives no additional fees from its money market mutual funds with regard to its safekeeping accounts. The Statement of Additional Information, which the applicable prospectus incorporates, is available upon request by calling Wells Fargo Funds Investor Services at 1-800-222-8222. In addition to the money market mutual fund fees received by Wells Fargo for the services it provides as Safekeeping Agent, WFS may receive fees for the services it performs as broker with regard to the purchase of non-Wells Fargo money market mutual funds by the Customer. The amount of these fees may differ depending on the fund but will not exceed .10 of 1% calculated on an annual basis. Specific fee information is available upon request by contacting a Wells Fargo or WFS representative. All fees paid to Wells Fargo or WFS are a part of the fees already paid by the applicable funds’ shareholders as disclosed in the applicable prospectuses and do not represent an additional expense for investing in the funds. Capitalized terms not defined in this Addendum have the meaning ascribed to them in the Safekeeping Agency Agreement. 5962 EXHIBIT G DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this "Agreement") is dated __________, 20____, (the “Effective Date”) and is entered into between _____________ ("Company") and Wells Fargo Bank, National Association ("Bank"), in connection with Bank's provision of Treasury Management products and related services (“Services”) to Company. In consideration of Company's disclosure to Bank of certain Confidential Information (as defined below), Bank agrees with Company as follows: 1. As used in this Agreement, "Confidential Information" means all non-public, confidential or proprietary information of Company that is disclosed to Bank during the term of this Agreement by Company or any of its officers, employees, agents or representatives in connection with the Services. Company will identify or mark as confidential all information that it considers to be Confidential Information at the time of disclosure to Bank. 2. Confidential Information will be used by Bank solely in relation to the Services, and as described in this Agreement. 3. Bank will keep Confidential Information confidential, and will not disclose Confidential Information to any person or entity, except disclosures: (a) to federal and state bank examiners, and other regulatory officials having jurisdiction over Bank; (b) to (i) Bank's Representatives (including, without limitation, all other banks and companies affiliated with Wells Fargo & Company, and their legal counsel, auditors, and other professional advisors retained by Bank or its affiliates who need to know the Confidential Information in connection with the Services), and (ii) any rating agency of Bank, provided that each such individual or entity is informed of the confidential nature of the Confidential Information, and agrees to treat the Confidential Information as confidential in accordance with terms and conditions no less protective than as set forth in this Agreement; (c) required by law or legal process in the opinion of Bank's Representatives; or (d) otherwise authorized in writing by Company. 4. In the event that Bank or any of its Representatives is, in the opinion of Bank's counsel, required by applicable law to disclose any Confidential Information, then Bank, unless prohibited by law, will provide notice of the legal process to Company so that Company, at its sole option (but without obligation to do so), and at its sole expense, may attempt to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. 5. Notwithstanding the provisions of Section 1 above, Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Bank or its Representatives; (b) is or becomes available to Bank on a non-confidential basis by Company or any officer, employee, agent or representative of Company prior to its disclosure by Bank; (c) is or becomes available to Bank from a source not known to Bank to be under an obligation of confidentiality to Company; or (d) is independently developed by Bank without the use of the Confidential Information. 6. Upon Company's request, Bank will use commercially reasonable efforts to destroy all copies of the Confidential Information then in the possession of Bank or any of its Representatives, provided, however, that Bank may retain such copies as are required by applicable law or in accordance with its customary practices and procedures. (Confidential Information so retained shall continue to be held as Confidential Information under the terms of this Agreement, regardless of the limitations of Section 7.) 7. The obligations of Bank under this Agreement shall continue in effect for eighteen months from the date of termination of the Services. The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice or conflicts of law provisions. This Agreement may be amended only in a writing signed by both parties. 8. The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to all other remedies, a party may seek specific performance, injunctive and/or other equitable relief as determined by a court of law including, attorney fees and court costs for the prevailing party. 9. Should any provision of this Agreement be proven invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. IN WITNESS WHEREOF, Bank and Company have executed this Agreement as of the Effective Date set forth above. WELLS FARGO BANK, NATIONAL ASSOCIATION [COMPANY] Signed: Signed: Name: Name: Title: Authorized Signatory Title: 5962 EXHIBIT H DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT I DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT I DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT I DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT I DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962-EXHIBIT I DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Fixed Income Sales & Trading Money Market Mutual Funds Wells Fargo Securities offers a variety of short-term investment products, including money market mutual funds. Money Market Mutual Funds provide diversification and daily liquidity, making them an attractive cash management tool. How you benefit By providing a variety of institutional money market mutual fund options, including 100% Treasury, Government, Prime and Tax-Exempt funds, you can select the money market mutual fund that best fits your organizations’ investment objectives. The following fund families are available: Wells Fargo Advantage Funds Goldman Sachs BlackRock Liquidity Funds Invesco Dreyfus JP Morgan Federated Morgan Stanley Fidelity Western Asset Management As a vehicle for investing available cash, money market mutual funds offer: • Diversification – Money market funds are required to maintain a diversified portfolio of securities. • Liquidity - Money market funds must maintain sufficient portfolio liquidity to meet reasonably foreseeable redemption requests. • Money market funds seek to maintain a stable $1.00 per share net asset value (NAV). However, please contact your investment representative regarding NAV changes beginning October 2016. • Convenience – money market mutual funds can be purchased or sold via a phone call to one of our fixed income sales representatives or via our multi-fund fund platform on the Commercial Electronic Office® (CEO®) portal. • Transactions can be settled via wire or take advantage of our fully-integrated settlement with your Wells Fargo checking account. How they work A money market fund is an open-ended mutual fund that seeks to maintain a stable value of $1 per share and pay a periodic dividend. They typically invest in short-term debt instruments such as Treasury Instruments, U.S. Government Agencies, Repurchase Agreements, Certificates of Deposit, Commercial Paper and Tax-Exempt obligations. Money market funds seek to limit exposure to losses due to credit, market, and liquidity risks. Money market funds in the United States are regulated by the Securities and Exchange Commission's (SEC) Investment Company Act of 1940. Rule 2a-7 of the act restricts the credit quality, average weighted maturity and diversity of investments by money market funds. For more information regarding Rule 2a-7, search SEC.gov. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Risk considerations An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Money Market Mutual Funds are subject to Interest rate risk, Counter-party risk, Foreign Investment risk, Issuer risk, Management risk, Market risk and Regulatory risk. For additional information regarding the risks associated with money market mutual funds, please review the fund prospectus prior to investing. For more information Prospectuses and fact sheets for money market mutual funds sold through Wells Fargo Securities are available by contacting your dedicated fixed income investment representative or online via the CEO portal. To determine whether this product is appropriate for you, please consult your investment policy or applicable investment guidelines. Your dedicated Wells Fargo investment representative is available to answer other questions you may have. Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts. Investments: NOT FDIC Insured • May Lose Value • No Bank Guarantee © 2015 Wells Fargo Securities. All rights reserved. FS-1050 Rev. 03/15 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Cash Vault Deposit preparation guide Cash deposits Paper currency and coin only. No checks. 1. Count and bundle paper currency and coins. a. Remove all paper clips and staples. b. Bundle into stacks of 500 notes, as quantity permits. If using currency straps, place in 100-note increments for each denomination. c. Secure each stack using a single rubber band, one on each end of the currency bundle. Note: If you have coin totaling over $10.00, prepare it as a separate coin-only deposit as described in Coin deposits. 2. Prepare the pre-encoded deposit slip and review for accuracy. On the slip, provide: • Deposit date • Currency by denomination (if applicable) • Coin total, if under $10.00 • Deposit total 3. Package the deposit. a. Place the cash and deposit slip in a clear, tamper- evident plastic deposit bag. The deposit ticket should be placed in a pocket, pouch, or a place inside the bag that is visible from outside the bag. If the contents exceed the bag limits, label the bags (1 of 2 and 2 of 2) or separate into two deposits and two bags. b. Write your company name, location number, deposit total, and deposit destination on the outside of plastic deposit bag. c. Place the original deposit slip and cash bundles inside bag. Keep one copy of the deposit slip for your records. d. Seal the clear plastic deposit bag. Keep the tear-off bag receipt for your records. Coin deposits No checks or paper currency. The weight of any bag cannot exceed 50 pounds. 1. Count and package the coin. • Standard full or half coin bag—predefined amount of one denomination as described in Standard coin bag amounts. • Partial coin bag—coin of one denomination in other than half-bag or full-bag amounts. • Mixed coin bag—mixed denomination of coin with known total value. • Subject-to-count (STC) bag—mixed or same denomination of uncounted coin. Weigh each bag separately. Note: Coin bags are not returned. 1. Prepare the pre-encoded deposit slip and review for accuracy. On the slip, provide: • Deposit date • Bag serial number • Coin total (for STC deposits, write STC) Deposit total (for STC deposits, leave blank) Note: Prepare a separate deposit slip for subject-to count (STC) bag deposits. 2. Package the deposit. a. Place the deposit slip in a separate bag or envelope. b. Complete all pertinent information in writable areas. Include processor information at the top of the bag. c. Gather the coin, then load and seal the bag. Do not remove the processor receipt at the top of the bag. d. For a standard coin bag, attach a color-coded adhesive label showing the dollar amount and coin type in the upper left corner as indicated. 3. Present the coin deposit to the armored carrier. a. Complete one armored shipping manifest for the coin bag(s) and another for the documentation envelope or bag that contains the deposit slip. b. Write the bag serial number on the manifest. c. Address the envelope to your designated Wells Fargo Cash Vault. d. Retain the pink copy of the manifest and a copy of the deposit slip(s) for your records. Note: Do not attach the envelope to the clear plastic deposit bag or place it inside the bag. This will delay posting. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Check deposit Checks only. No paper currency, coin, bearer bonds, non-cash coupons, stock certificates, securities, or other valuables. 1. Endorse and bundle the checks. a. Endorse the back of each check with: • Company name • Location number • Bank name • Bank account number b. Stack the checks. 1. Place all checks face up in the same direction and in stacks of 250 checks or less. 2. Remove all paper clips or staples. 3. Secure each stack with a single rubber band. 4. Run a check listing and prepare the bundles. 5. Run an itemized check listing to total each stack. On each listing, provide: • Company name • Location number • Bank account number • Deposit date c. Keeping checks in the same order as shown on the check listing secure each bundle and check listing with a second rubber band on the other end. Note: Use size 32 rubber band 2. Prepare the p r e - e n c o de d deposit slip and review for accuracy. On the slip, provide: • Deposit date • Total of each bundle (limit: 10 bundles per bag) • Check deposit total • Deposit total 3. Package the deposit. a. Gather the check bundles (limit: 10 bundles per bag). b. Place items in a clear tamper evident plastic deposit bag and seal the bag. c. Write your company name, location number, deposit total and deposit destination on the outside of the clear plastic deposit bag. d. Place original deposit slip and check bundles inside the bag. Keep one copy of the deposit slip for your records. e. Seal the clear plastic deposit bag. Keep the tear- off bag receipt for your records. Mixed deposits (available at select locations) Can include coin, paper currency, and checks. No bearer bonds, non-cash coupons, securities, or other valuables. 1. Count and bundle the currency and coins. a. Remove all paper clips and staples. b. Bundle the currency into stacks of 500 notes, as quantity permits. If using currency straps, place in 100-note increments for each denomination. c. Secure each stack using two rubber bands, one on each end of the currency bundle. Note If you have coin totaling over $10.00, prepare it as a separate coin-only deposit as described in Coin deposits. 2. Endorse and bundle the checks. a. Endorse the back of each check with: • Company name • Location number • Bank name • Bank account number b. Stack the checks. 1. Place all checks face up in the same direction 2. Remove all paper clips or staples 3. Create bundles of 250 checks or less, secure with a rubber band on one end. 4. Run a check listing for each bundle and on each listing provide: • Company name • Location number • Bank account number • Deposit date c. Keep checks in the same order as shown on the check listing, secure each bundle and check listing with a second rubber band on the other end. Note: Use size 32 rubber band 3. Prepare the pre-encoded deposit slip and review for accuracy. On the slip, provide: • Deposit date • Currency by denomination (if applicable) • Currency and coin total • Total of each check bundle • Deposit total Continued 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Mixed deposits (continued) 4. Package the deposit. a. Gather the check bundles (limit: 10 bundles per bag). b. Place items in a clear tamper-evident plastic deposit bag, keeping currency and check bundles separate (do not merge), and seal the bag. • Write your company name, location number, deposit total, and deposit destination on the outside of the bag. • Place original deposit slip and check bundles inside the bag. Keep one copy of the deposit slip for your records. • Seal the clear plastic deposit bag. • Keep the tear-off bag receipt for your records. Deposit preparation tips • Endorse all checks with your company name, account number, and location number. • Always keep the tear-off bag receipt that is preprinted with the bag serial number. • On the outside of every cash or check deposit bag, write: • Company name • Location number • Deposit destination • Deposit total • Ensure all adhesive areas on the deposit bag is sealed • Balance the deposit slip. Add currency, coin, and checks, and then subtract the deposit slip total. The result should be zero. Deposit supplies checklist To order supplies, call 1-877-851-7258. Deposit contains Supplies checklist Paper currency and coin • Deposit slips • Bank-approved cash deposit bag (clear plastic, see-through, tamper-evident) • Currency straps (color-coded by denomination) • Size 32 rubber bands Checks • Deposit slips • Bank-approved cash deposit bag (clear plastic, see-through, tamper-evident) • Endorsement stamp with store name, account number, location number • Size 32 rubber bands Coin only (greater than $10) • Deposit slips • Colored adhesive labels • Plastic coin deposit bag • Envelopes Standard coin bag amounts Standard half bag amount Standard full Bag amount Pennies $25 $50 Nickels $100 $200 Dimes $500 $1,000 Quarters $500 $1,000 Halves $500 $1,000 Dollars $1,000 $2,000 Customer information Location name Location number Armored carrier name Armored carrier phone Pickup time Cash vault location Change order phone number Other 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ACH ORIGINATION SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) ACH origination service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. The Service enables Company to originate automated clearing house (“ACH”) credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the “ACH Rules”; see section 3). Company will maintain one or more deposit account(s) at Bank or Bank’s affiliate (each, an “Account”), that Bank may use to process such Entries. An “Entry” is an ACH debit or credit entry issued in Company’s name, and a “File” is the data file or batch release used to transmit one or more Entries to Bank. Section 6 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a File or a communication amending or canceling an Entry or File (each, a “Security Procedure”). When Bank acts with respect to an Entry as both the originating depository financial institution (“ODFI”) and receiving depository financial institution (“RDFI”), as ODFI and RDFI are defined by the ACH Rules, the Entry is an “on-us Entry.” 3. ACH Rules. Company (a) authorizes Bank to originate Entries on behalf of Company to Receivers’ accounts; (b) agrees to be bound by the ACH Rules; and (c) agrees not to originate Entries that violate the laws of the United States. In addition, Company agrees Bank may audit Company’s compliance with the Service Documentation and the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank will process each File in accordance with Bank’s then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank’s applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C completed and authenticated in compliance with the Security Procedure. If Bank receives a File after Bank’s applicable cutoff time or on a day when the ACH is not open for business, the File will be treated as having been received prior to Bank’s applicable cutoff time on the next Business Day on which the ACH is open for business. A “Business Day” is every day except Saturday, Sunday and federal holidays. 5. Inconsistency of Name and Number. If an Entry describes a “Receiver” (as defined in the ACH Rules), both by name and identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the number identifies a person different from the named Receiver. If an Entry describes the RDFI both by name and identifying number, Bank, a gateway operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. 6. Initiation Methods and Security Procedures. This section lists the Initiation Methods and describes the Security Procedures Bank offers for ACH origination. Company’s elections regarding Initiation Methods and Security Procedures are set forth in the Acceptance. 6.1. Commercial Electronic Office® (CEO®) Initiation Method. The CEO® portal is Bank’s electronic banking portal that is accessed via the Internet. The CEO® security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Bank’s standard CEO® security procedures also include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. 6.2. Direct Origination Initiation Method. Secure Application File Exchange Transmission (“SAFE-T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). IBM® Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM Company. SWIFT® FileAct. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.3. Payment Manager® Initiation Method. Secure Application File Exchange Transmission (“SAFE-T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Machine-to-Machine (“M2M”). This transmission method may use an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages or other formats and protocols such as JSON and REST. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). IBM® Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM company. Value-Added Network (“VAN”). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each File transmitted to Bank through the VAN in Company’s name. SWIFT® File Act. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.4. Security Procedure Elected by Company’s Third Party Service Provider. Company is utilizing a Third Party Service Provider (“TPSP”) as defined in the ACH Rules to originate Entries and Files on Company’s behalf. Bank will authenticate each File transmitted to Bank in Company’s name in accordance with the security procedure the Company’s TPSP has elected. Company will notify Bank of any change to Company’s TPSP in a manner affording Bank a reasonable opportunity to act on the information. 6.5. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Treasury Management Product Enrollment form. 7. Company’s Payment Obligations. As of the applicable settlement date, Company will maintain available funds in each Account sufficient to cover the credit Entries originated against it. Company’s obligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACH or gateway operator or posts an on-us Entry. Bank is authorized to debit the Account for the total amount of all credit Entries originated from it at any time. If requested by Bank, Company will pay to Bank, in immediately available funds, an amount equal to all credit Entries Company originates through Bank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on-us Entry. If Company fails to comply with Bank’s request, Bank may refuse to send the Entries to the ACH or gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessary or appropriate to ensure Bank receives payment for Company’s credit Entries including without limitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate of Bank that Company owns in whole or in part sufficient to cover Company’s credit Entries and (b) setting 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge the Account or any other Company account at Bank or any affiliate of Bank for any debit, correcting or reversing Entry which is later returned to Bank. 8. Provisional Credit. A credit to Company’s Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company’s Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company will pay any shortfall remaining after such debit to Bank immediately upon demand. 9. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for rejecting an Entry or File or any loss resulting from Bank’s failure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so, Bank will not be liable if it is unable to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with any repair or attempted repair. 10. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request but will have no liability for its failure to do so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company’s request. 11. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if Bank complied with the terms of this Service Description with respect to the original Entry or File. Company will reimburse Bank for any returned debit Entries on the same day Company receives notice of such returned Entry. 12. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request. 13. Audit. Company grants Bank ongoing access to Company’s Files and the right to audit periodically such Files and Company’s ACH processes and controls so Bank can verify Company’s compliance with this Service Description. 14. Bank’s Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-pattern or suspect Entries or Files and protect Company and Bank from potential losses. These parameters may include without limitation limits on debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank may pend or delete an Entry or File exceeding the applicable parameters. In addition, any transaction TYPE (debit or credit) or SEC (standard entry class) as defined in the ACH Rules may, at Bank’s option, be conditioned upon Bank’s prior approval. Upon notice to Company, Bank may discontinue processing a TYPE and/or SEC of transactions Bank has previously processed for Company. 15. International Entries. 15.1. General. This section contains additional terms applicable when the financial institution holding the account designated to receive an Entry is in a jurisdiction (“Receiving Country”) other than the United States (each, an “International Entry”). Bank will process each International Entry in accordance with (a) the laws and payment system rules of the Receiving Country (b) any agreement governing International Entries between Bank and the gateway operator through which Bank processes the International Entry, the terms of which Bank communicates to Company prior to Company’s use of the Service or from time to time thereafter, and (c) the ACH 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection. 15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”), Bank will convert the amount to be transferred from U.S. dollars (“USD”) to the Foreign Currency at Bank’s sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. If the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank’s buy rate for exchange at the time the Entry is returned to Bank. 15.3. Debit Entries. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will convert the amount of each Entry from the Foreign Currency to U.S. Dollars at Bank’s buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated to receive the Entry subsequently returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has converted the Foreign Currency to USD at Bank’s sell rate for exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion. 15.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or the financial institution designated to receive the Entry in the Receiving Country in processing or failing to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 16. Third-Party Sender Activities. This section contains additional terms applicable when Company is a Third-Party Sender, as defined by the ACH Rules. 16.1 General. Prior to originating any Entry on behalf of a customer of Company, Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company’s customer’s business including without limitation the name, Taxpayer Identification Number, business activity and geographic location of Company’s customer; (c) if specifically required by Bank, obtain Bank’s written approval to initiate or continue to initiate Entries for that customer, which approval Bank may rescind upon written notice to Company; and (d) enter into a written agreement with that customer whereby that customer agrees: 16.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time; 16.1.2. ACH entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 16.1.3. to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and 16.1.4. Bank may at any time refuse to process an ACH entry for that customer. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 16.2. Representations and Warranties. Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer’s type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer’s business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company’s customer. 17. Perfect NOC Service. This section contains additional terms applicable to Bank’s Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a “NOC”) that Bank receives and uses this database to update Company’s Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company’s Entries. 18. Smart Decision Service. This section contains additional terms applicable to Bank’s Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an “Item”) that Company delivers to Bank. Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for processing. When Company uses electronic depository channels, Company transmits an “Electronic File” to Bank that includes electronic images of Items (each, an “Electronic Image”) and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company’s Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a “Company Preference,” an “Issuer Preference,” or a “Bank Preference.”) Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which it was drawn; (b) process remaining Electronic Images in accordance with Bank’s separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank’s Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference. 19. Warranties. 19.1 General. Company acknowledges Bank makes certain warranties under the ACH Rules with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank’s reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank’s own gross negligence or intentional misconduct. 19.2 Smart Decision Service. If Company subscribes to Bank’s Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for processing, including, but not limited to, Electronic Images that are legible and contain machine-readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) has received copies of the then-current ACH Rules and Reg E and will comply with both at all times Bank provides the Service. 20. Indemnification. Company acknowledges Bank indemnifies certain persons under the ACH Rules. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank’s own gross negligence or intentional misconduct. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description. 21. Termination. In addition to the termination provisions contained in the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole discretion: (a) the number of returned debit Entries originated under this Service Description is excessive; or (b) Company has breached a warranty provided under the ACH Rules or this Service Description or otherwise failed to comply with the ACH Rules. 22. Survival. Sections 4, 5, and 7-20 will survive termination of the Services. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ACCOUNT RECONCILIATION PLAN SERVICE SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Account Reconciliation Plan service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance. 2. Description of Services. Bank's ARP Services enable Company to use Bank to (a) store information about Items Company issues on demand deposit accounts that Company enrolls in the Services (each, an "Account"); and (b) process the information in accordance with the Service option(s) that Company elects during the set up process for the Services and from time to time thereafter. Bank's User Guide for the Services details the Service options. “Item” is defined in Bank’s Commercial Account Agreement. 3. Issued Check Information. If Company elects Bank’s full ARP Service, each Business Day prior to the cutoff time Bank seperately discloses,Company will provide Bank with the issue date, serial number and dollar amount of each Item Company issues on the Account (“Issued Check Information”) using the communication channel(s) Company elects. If Company elects Bank’s Deposit Location Reporting Service, Company will provide Bank with a list of Company’s location numbers and names and may amend the list from time to time by notifying Bank in writing. 4. Stop Payment Orders. If Company uses the Service to place a stop payment order on any Item, Company understands that (a) Bank’s Commercial Account Agreement governs the stop payment order; (b) each stop payment order is subject to Bank’s verification that the Item described in the stop payment order has not been paid; and (c) this verification may occur a minimum of ninety (90) minutes after the time Company transmits the stop payment order to Bank. © 2010 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C COMMERCIAL ELECTRONIC OFFICE® (“CEO”®) SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Commercial Electronic Office® service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The CEO® is Bank’s electronic banking portal that is accessed via the Internet. Authorized Representatives (see section 3) may use the CEO® to access (a) Bank Services in which Company has seperately enrolled (each, an “Accessed Service”) and (b) third-party sites Bank may make available through the CEO®. Bank offers different channels through which Company may access the CEO® that may include without limitation personal computers and mobile devices. Bank may add or eliminate channels at any time. A Bank Service or third party site accessible through one channel may not be accessible through another channel. The Service Documentation includes the Service Description for each Accessed Service. In the event of a conflict between the Service Description for the Accessed Service and this Service Description, the Service Description for the Accessed Service will contol. 3. Access to the CEO®. When Company enrolls in the CEO® and as Bank may determine is necessary after enrollment, Bank will (in accordance with section 4) provide one or more secure means of accessing the Services (each, a “Log-On Credential”) to the persons who are authorized to access the CEO® on Company’s behalf (each an, “Authorized Representative”). Log-On Credentials may include without limitation Company and user IDs, passwords, token IDs and other means of providing secure access to the CEO® Service that Bank adopts after the date Company begins using the CEO® and may be changed by Bank at any time. Bank will have no obligation to Company to authenticate separately any communication Bank receives in 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Company’s name through the CEO®, whether or not an Authorized Representative actually issued the communication. Bank may, at Bank’s sole option, contact Company with respect to any communication Bank receives in Company’s name, but Bank’s election to contact Company with respect to one or more communication will not obligate Bank to contact Company with respect to any subsequent communication Bank receives in Company’s name. 4. Administration of the CEO®. 4.1. General. Bank offers two options for administering the CEO®: (a) self-administration and (b) Bank administration. 4.2. Self-Administration. If Company enrolls in Bank’s self-administration option, there are three categories of Authorized Representatives: Company Administrator, Administrator or User. Bank provides Bank’s then-current Log-On Credentials only to Company’s initial Company Administrator(s) who will (a) assign Bank’s Log-On Credentials to other individuals and (b) designate each such individual as (i) a Company Administrator, who may perform all functions of Company’s initial Company Administrator; (ii) an Administrator, who may perform all the functions of an Administrator including without limitation designating other Administrator(s) and User(s); or (iii) a User, who may access those Services as designated by a Company Administrator or an Administrator and those in which Bank permits a User to self-enroll. Each Company Administrator and Administrator has the authority to enroll Company in additional Services. Company will promptly revoke the Log-On Credentials of any Authorized Representative when that individual is no longer an Authorized Representative. 4.3. Bank Administration. If Company does not enroll in Bank’s self-administration option, there is one category of Authorized Representatives: Users. Bank will assign Bank’s then-current Log-On credentials to each User Company designates. Each User Company designates will remain authorized until Bank has a reasonable time to act after receiving Company’s notification that the User is no longer so authorized. 5. Restricting or Terminating Access to the CEO®. Bank will not be obligated to permit any Authorized Representative to use any Service through the CEO® if Bank determines such use is (a) not in accordance with any term applicable to the CEO®, (b) not permitted by any state or federal law or regulation, (c) not authorized by Company or any third person whose authorization Bank believes is necessary for such use, or (d) should be denied for Company’s or Bank’s protection (without Bank’s agreeing to, or being required to, make this determination in any circumstance). 6. Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") may be available to Company 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 of any particular Service or transaction. Bank does not guarantee the accuracy or completeness, (a) of any Financial Information, (b) is not responsible for the actions or omissions of the third parties developing or transmitting Financial Information or (c) for any decision made or action taken by Company in reliance on any Financial Information. 7. Cash Flow Analysis Service. This section contains additional terms applicable to Bank’s Cash Flow Analysis Service. This Service enables Company to view and use certain data for global cash positioning and forecasting and journal entry. Bank will automatically populate data from 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Company’s deposit account(s) at Bank and other financial institutions Company directs to provide data to Bank. Company may also manually populate data. Bank will not verify the accuracy of data from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance. If Company uses this Service to convert balances to a currency other than the currency in which the Account is denominated, the conversion rate used through the Service may differ from the conversion rate actually used when the funds are converted on a given Business Day. 8. Company’s Representations and Warranties. Company represents and warrants to Bank: 8.1. Company’s governing body has duly authorized each Authorized Representative, regardless of whether Company enrolls in Bank’s self-administration option, Bank Administration or whether the individual is designated to act as Company Administrator, Administrator or User; and 8.2. Company will preserve the confidentiality of the Log-On Credentials and immediately notify Bank if Company becomes aware or suspects that any Log-On Credential may have been compromised. 9. Company’s Agreement to Indemnify Bank. Company will indemnify and hold Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents harmless from and against all losses, damages, claims, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by any of them arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description. 10. Survival. Sections 3, 4, 5, 6, 7, 8 and 9 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C CHEXSTOR® SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) CheXstor service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to have Bank maintain microfilm records of all Items paid on each deposit account of Company at Bank that Company enrolls in the Service (each an "Account"). Bank will maintain microfilm records for a period of seven years or any longer period required by applicable law ("Record Period"). Each Item Bank microfilms will be shredded and recycled. As part of the Service, Bank will provide a photocopy of any Item posted against the Account which Company requests during the Record Period. Company may request a photocopy electronically via Bank’s Commercial Electronic Office® or by contacting Bank at the telephone number on Company's account statement. 3. Liability. If Bank fails to provide in a timely manner a copy of an Item Company requests during the Record Period, Bank will reimburse Company for (and Bank's liability will be limited to) any direct monetary loss Company incurs as a result of the Item's unavailability (not to exceed the amount of the Item). Bank will require Company to substantiate any claimed loss. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C COMMERCIAL DEPOSITORY SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Commercial Depository service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. With the Service, Company may (a) order currency and coin (collectively, “cash”) from Bank’s cash vault and Bank will make such cash available to an armored car service acting as Company’s agent (“Agent”) at Bank’s cash vault, and (b) deliver currency, coin, checks and other negotiable instruments to Bank’s cash vault or night depository locations for processing. 3. Cash Orders from Bank’s Cash Vault. 3.1. Cash Requests. Company may request in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, facsimile, or Bank’s Commercial Electronic Office® (CEO®) portal (each a “Cash Request”) that Bank make available to Company’s Agent at Bank’s cash vault, in an amount designated in the Cash Request, shipments of cash (each a “Cash Shipment”) in bags or other containers (“Cash Bags”). Bank is authorized to act upon any Cash Request Bank receives in accordance with this Service Description, and which Bank believes in good faith to have been made by an authorized representative of Company. Bank has no obligation whatsoever to verify, and will not be liable for its failure to verify or investigate, any Cash Request. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 3.2. Making Cash Available to Company’s Agent. Bank is authorized to make Cash Shipments available to any person whom Bank in good faith believes to be Company’s Agent. Bank will have no further responsibility, and Company assumes all risk of loss for cash made available to any such person. Bank will make Cash Shipments available only at the locations, on days, and during the hours published by Bank from time to time. Bank reserves the right to suspend the Service at any time without notice. 3.3. Company’s Authorized Representatives. Company will promptly certify to Bank the identity of: (a) the person with whom Bank is authorized to communicate regarding authorization codes or other security procedures; (b) Company’s Agent authorized to accept delivery of cash; and (c) where applicable, the persons who are authorized users of the Service. Company will give prior written notice to Bank of any change in the person(s) or Agent so authorized by Company. Bank 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. 3.4. Security Procedures. For requests made in writing or by facsimile, operator-assisted telephone call or transmission, a Customer ID assigned by Bank is required. For CEO requests, a User ID assigned by Bank is required. For touch-tone/automatic response telephone requests, an Access Code is required which can be assigned either by Bank or by Company. Operator limits may also be required. It is Company’s responsibility to put into place internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, User ID(s) and Access Code(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. Company will notify Bank immediately in the event a breach of security is suspected. 3.5. Debit of Account. On the Business Day that Bank makes available any Cash Shipment to Company’s Agent, Bank is authorized to debit Company’s designated Account for the aggregate amount of the shipment. Company will maintain collected balances in the designated Account sufficient at all time to cover fully any debit. Bank has no obligation to release a requested Cash Shipment or any portion thereof to Company’s Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Shipment at the time the Shipment is to be made available to Company’s Agent. If Company fails to specify an Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment. 3.6. Packing Slip; Differences in Shipment Amount. Each Cash Shipment will be accompanied by a packing slip. The packing slip will disclose the aggregate amount of the Cash Shipment, the overall number of containers included in the Cash Shipment, and the number of containers delivered to Company’s Agent for transmittal to Company. With respect to any Cash Shipment made available to Company’s Agent, Company will notify Bank immediately in writing of any difference between the amount specified on the packing slip for that Shipment and the amount, as counted by Company, of the Shipment. In the event that the difference cannot be resolved, Bank’s count of the amount of the disputed Shipment will be conclusive and binding on Company. 4. Delivery and Processing of Deposit Shipments at Bank’s Cash Vault. The following procedures will govern Company’s delivery of currency, coin, checks, and other negotiable instruments to Bank’s cash vault locations (each a “Deposit Shipment”), and Bank’s processing of such Deposit Shipments: 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 4.1. Use of Agent to Deliver Shipments. Company will deliver Deposit Shipments in deposit bags or other containers (“Deposit Bags”) to one of Bank’s cash vaults via an armored car service or, in Alaska only, the U.S. Postal service acting as Company’s agent (“Agent”). Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments, and Company assumes all risk of loss while a Deposit Shipment is in the possession of its Agent. Bank may accept Deposit Shipments from any person Bank believes in good faith to be Company’s Agent. The delivery of a Deposit Bag to Bank or Bank’s receipt for it on a manifest will not be deemed proof of Bank’s receipt of the contents listed on the deposit slip contained in the Deposit Bag or Company’s records. Bank will have no responsibility for any Deposit Bag or its contents delivered to one of Bank’s cash vaults until the Deposit Bag is accepted by Bank in accordance with its procedures and the contents of the Deposit Bag are counted by Bank. 4.2. Delivery Procedures. In delivering a Deposit Shipment to Bank’s cash vault, Company agrees to comply (and to cause its Agent to comply) with the following procedures: • Deliver Deposit Bags only at the locations, on the days, and during the hours published by Bank from time to time; • Properly endorse all checks and other negotiable instruments included in a Deposit Shipment; • Use only Bank-approved Deposit Bags that are properly secured; • Specify the number of Deposit Bags belonging to Company which are included in the overall shipment delivered to Bank, as well as the contents of each Deposit Bag, on a delivery manifest, a copy of which Company’s Agent will provide to Bank at the time of delivery; • Obtain the signature of Bank’s employee who accepts delivery on that portion of the delivery manifest which the Agent retains; and • Retain a copy of the receipt or other document covering each Deposit Bag delivered by Company to its Agent for at least one year from the date of delivery to Company’s Agent. Company agrees that Deposit Bags will be used only for the deposit of currency, coin, checks, other negotiable instruments (collectively “items”), and will not be used in any unauthorized manner or for any 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. 4.3. Cut-off Time; Deposit to Account. If a Deposit Shipment is received at one of Bank’s cash vaults on a Business Day before Bank’s published “cut-off time” for that cash vault, the aggregate amount of the deposits in such Shipment will be credited on that Business Day to the Account with Bank specified on the deposit slip for that Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after Bank’s “cut-off time,” the aggregate amount of the deposits in that Shipment will be credited to the Account on the next succeeding Business Day. Bank will not deposit any items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Shipment. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 4.4. Processing of Deposit Shipments. Company authorizes Bank to open each Deposit Bag, count the contents, credit the amount of items to the Depository Account indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with Bank’s customary procedures. All deposits are subject to verification, and Bank’s count of the items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between Bank and Company until the count has been completed and the deposit credited to the Account. Company acknowledges that it has had an opportunity to have Bank’s applicable count and verification procedures explained to its representative and agrees that the same will be deemed commercially reasonable. Company understands that no photocopying or microfilming of items will be performed at any cash vault location. 4.5. Adjustment Procedures. If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is less than that reported on the deposit slip covering that Shipment, Bank will debit the Account specified on the deposit slip by such difference and report the difference to Company. If that Account has an insufficient collected and available balance to cover the debit, Bank will debit any of Company’s other accounts with Bank for the difference, and Company agrees to promptly reimburse Bank for the difference (or any portion thereof) for which there are insufficient available balances in Company’s accounts with Bank. If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is more than that reported on the deposit slip covering the Shipment, Bank will credit the Account specified on the deposit slip for the difference and notify Company of the difference. 5. Delivery and Processing of Deposit Shipments at Bank’s Night Depository Locations. The following procedures will govern Company’s delivery of currency, coin, checks, and other negotiable instruments (each a “Night Deposit”) to Bank’s night depository locations (each a “Night Deposit”), and Bank’s processing of Night Deposits. 5.1. Night Depository Locations; Issuance of Keys. Company may make Night Deposits to its deposit account(s) with Bank by placing the items to be deposited into disposable bags furnished by Bank (each a “Night Bag”) and then placing the Night Bags in the night depository receptacle (“Night Depository”) at one of Bank’s branches/stores (each a “Store”) listed on Bank’s Night Depository Set-up Form. Each office of Company listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Store. Company will designate in writing to Bank the individuals to receive the key for each of its offices; Bank may require such individuals to sign a receipt for the keys they receive. 5.2. Contents of Night Bags; Deposit of Night Bags. Company agrees that Night Bags will be used only for the deposit of currency, coin, checks or negotiable instruments properly endorsed by Company (collectively “items”), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Night Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. Each Night Bag must contain one or more deposit slips listing all the items contained in that Bag and their total dollar amount, and identifying the deposit Account of Company to which the dollar amount of the deposit is to be credited. After each Night Bag is placed in a Night Depository, the Night Depository must be securely locked. At the time each Night Bag is placed in a Night Depository the Bag must be securely closed and placed completely in the Night Depository. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5.3. Processing of Night Deposits. Bank may open each Night Bag and remove its contents without Company or any of its representatives being present. The contents of each Night Bag will be processed in accordance with Bank’s standard procedures, and if placed in a Night Depository before Bank’s established “cut-off time” on any Business Day, those items acceptable for deposit will be deposited into the Account as of the close of business on that same Business Day. The cut-off time for deposits made through the night depository may be different from that for deposits made at the teller line. Night Deposits placed in a Night Depository after Bank’s established “cut-off time” will be credited to the Account on the next succeeding Business Day. Company understands and agrees that the contents of a Night Bag will not be credited to the Account, nor will the relationship between Company and Bank be that of a debtor to a creditor with respect to any item in a Bag, until Bank has accepted the item for deposit into the Account after counting all the items in the Bag and calculating the total dollar amount of all such items. 5.4. Counting and Adjustment Procedures. If 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. 5.5. Claims of Lost or Stolen Items. Company will have the burden of proving the amount of any item which it claims was lost or stolen while it was at a designated Store and that disappearance of the item occurred while it was at the designated Store. Company agrees to notify Bank immediately if Company determines that any Night Bag or any item in a Night Bag has been lost or stolen while at one of Bank’s Stores. Company agrees that it will have total responsibility for each Night Bag and its contents until the Bag has dropped completely into a Night Depository. 6. Special Instructions. Company may submit to Bank in writing any special instructions it may have in connection with cash orders or deposits of items at Bank’s cash vault or night depository locations. Bank may at its option accept or reject the instructions and so notify Company. Even if accepted, Bank may stop complying with the instructions upon prior notice to Company if, in Bank’s opinion, continued compliance would increase Bank’s costs or risks, interfere with its established or revised procedures, or diminish the efficiency of Bank’s operations. Any loss attributable to increased risk resulting from a special procedure will be borne solely by Company. 7. Further Assurances. Company agrees to do any and all such further acts Bank may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description, including, without limitation, providing information Bank requests regarding any Deposit Shipment, including, without, limitation, information necessary to file a Currency Transaction Report under the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, and to determine the source of any cash or items in a Deposit Shipment. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 8. Representations and Warranties regarding Deposit Shipments. To be eligible to make Deposit Shipments at a cash vault or Night Depository, Company hereby represents and warrants to Bank at the time of the delivery of each Deposit Shipment that: 8.1 Deposits for Own Account. Company makes Deposit Shipments for its sole account and does not directly or indirectly make any Deposit Shipments on behalf of any other party; unless such party has been previously disclosed to Bank and approved in writing by Bank, in its sole discretion. 8.2 No Deposits from Outside the United States. Company does not make Deposit Shipments from a source or sources known, or which upon reasonable inquiry would be known, to Company to be outside the United States. 8.3. No Business as a Foreign Exchange House. Company does not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio. 9. Termination of Services. Bank may immediately terminate any or all of the Services described herein in the event of Company’s breach of any representation or warranty in Section 8. Otherwise, Bank may terminate this Service upon sixty (60) days prior notice to Company. 10. Survival. Sections 3.6, 4.4., 4.5., 5.4., 5.5., 7 and 10 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C CONTROLLED DISBURSEMENT SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Controlled Disbursement service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Required Account(s) and Services. Company, as defined in the Acceptance, will establish and maintain: (a) one or more demand deposit accounts with Bank or Bank’s affiliate (each, a “Funding Account”); (b) one or more checking accounts (each, a “Disbursement Account”) at Bank or Bank’s affiliate(s) (each, a “Disbursing Bank”); and (c) the information reporting service specified by Bank (“Information Reporting Service”). Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Service Documentation. Each Funding Account will be linked to one or more Disbursement Accounts maintained by Company. Company will use each Disbursement Account solely to issue checks (or payable-through drafts) and electronic debits (each, a “Debit”) in accordance with this Service Description. Company will not issue any Debits on any Disbursement Accounts until Bank notifies Company that such Disbursement Account is operational. Company irrevocably authorizes Disbursing Bank to release to Bank all information requested by Bank with respect to each Disbursement Account. Each Disbursement Account and Funding Account will be governed by Wells Fargo Bank, N.A.’s Commercial Account Agreement (“Account Agreement”), except that if Company’s 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Funding or Disbursement Account is Bank’s Choice III account, “Account Agreement” will mean Wells Fargo Bank, N. A.’s Business Account Agreement. The term “Bank” as used in the Account Agreement will mean the bank at which such Disbursement Account or Funding Account is maintained. 3. Determination of Total Net Presentment. Each Business Day as defined in the applicable Account Agreement, by the reporting times Bank separately discloses to Company from time to time, Bank will make the Total Net Presentment for each Disbursement Account available to Company by means of the Information Reporting Service. The Total Net Presentment consists of the total dollar amount of: (a) Debits that have posted in the first and, if applicable, second presentment on that Business Day; and (b) Adjustments to the Disbursement Account reported on Bank’s CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the “Prior Day Funding Adjustments”). If the Total Net Presentment is not made available through the Information Reporting Service by the applicable reporting time, Bank will have no liability, and Company will estimate the Total Net Presentment. 4. Company’s Obligation to Deposit Funds in Funding Account. Each Business Day, by the applicable cutoff time Bank separately discloses to Company from time to time, Company will deposit good and collected funds in Funding Account so that the balance in Funding Account, determined in accordance with the applicable Account Agreement, is sufficient to cover either the Total Net Presentment or Company’s estimate of the Total Net Presentment. If Company fails to transfer funds in accordance with its obligation under the preceding sentence or if such transfer was based on Company’s estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, Bank may, at its sole option, (a) advance to Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account; or (b) return, or cause Disbursing Bank to return, any Debits, in any order, unpaid (even though Bank or the Disbursing Bank may have previously established a pattern of paying such Debits). If Bank returns or causes Disbursing Bank to return the Debits, Bank is authorized to instruct the Disbursing Bank to return to Bank any funds Bank transferred to Disbursing Bank pursuant to Section 5. 5. Transfer of Funds to Disbursement Account. Each Business Day, Bank will (a) transfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day and (b) advance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and this amount advanced by Bank will be reported on the CD Summary Report for the next Business Day) 6. Disbursing Bank’s Obligation to Pay Debits. No Disbursing Bank will have any obligation whatsoever to pay any Debit if sufficient good and collected funds to cover the Debit are not in 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C the Disbursement Account on which the Debit is drawn at the time the Disbursing Bank makes its payment decision. 7. Company’s Agreement to Repay Bank’s Advances to Disbursement Account(s). Company will unconditionally pay Bank on demand without setoff or counterclaim in good and collected funds the full amount of any advance Bank makes pursuant to Section 4(a) and Section 5 plus Bank’s fees and costs incurred in connection with such advance. 8. Security Interest. As security for the Obligations (as defined in this Section 8), Company pledges to Bank, and grants a lien to Bank on, and a security interest in, the following and the proceeds thereof (collectively, the “Collateral”) as security for the prompt satisfaction of the Obligations: (a) all amounts from time to time on deposit in, or withdrawable from, Funding Account, all of Company’s other accounts with Bank and Bank’s affiliates and each Disbursement Accounts, and (b) any of Company’s property, or property in which Company has an interest, now or at any time delivered, conveyed, transferred, assigned, pledged or paid to Bank in any manner whatsoever. “Obligations” includes any and all advances, debts, loans, obligations and liabilities that Company owes Bank and Bank’s affiliates pursuant to the terms of this Service Description, including without limitation any advances Bank makes to Funding Account(s) pursuant to Section 4(a) of this Service Description and any advances Bank makes to Disbursement Account(s) pursuant to Section 5 of this Service Description. Bank’s receipt at any time of any kind of security, including without limitation cash, will not be deemed a waiver of any of Bank’s rights or powers under any agreement Company has signed in Bank’s favor. Company will sign and deliver to Bank, on demand, all such security, control or other agreements, financing statements and other documents as Bank may at any time request which are necessary or desirable (in Bank’s sole opinion) to grant to Bank a perfected security interest in and to any or all of the Collateral. At the time any Obligation becomes due and payable, Bank may sell or otherwise apply or dispose of any and all Collateral, received or to be received, in such parcel or parcels, at such time or times, at such place or places, for such price or prices and upon such terms and conditions as Bank may deem proper, and Bank may apply the net proceeds of the sale or sales, application or other disposition, together with any sums credited by or due from Bank to Company, to the payment of any and all of the Obligations, all without prejudice to Bank’s rights against Company with respect to any and all of the Obligations which may be or remain outstanding or unpaid. Company expressly waives any right to require Bank to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. Any requirement of reasonable notice to Company with respect to the sale or other disposition of Collateral will be met if the notice is given at least five calendar days before the date any sale, application or other disposition will be made. Bank’s rights and remedies under any agreements or instruments signed by Company in Bank’s favor are in addition to, and not exclusive of, any rights or remedies otherwise available to Bank under applicable law. 9. Fees. Fees for this Service may, in whole or in part, be based on the applicable fees charged by each Disbursing Bank and will be separately disclosed to Company. Fees will not be prorated if the Service terminates before the end of a calendar month. 10. Protection Against Fraudulent Checks. Company and Bank acknowledge that there is a growing risk of loss resulting from the increasing use of counterfeit and certain other types of fraudulent checks. Company recognizes that controlled disbursement service customers are especially susceptible to losses from these checks. Company is aware that Bank offers services known as “Image Positive Pay” and “Reverse Positive Pay” which are effective means of controlling risk from counterfeit checks and certain other types of fraudulent checks. Bank 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C has advised Company that if it does not use either of these Services, Bank will be unable to prevent losses from counterfeit and certain other types of fraudulent checks and Company will be treated as having assumed the risk of those losses. 11. Company’s Enquiries and Instructions Regarding Disbursement Account. Company will direct all enquiries and instructions (including by way of example and not by way of limitation stop payment orders) to Bank. In no event will any such enquiries or instructions be directed to Disbursing Bank. 12. Liability and Indemnification. In addition to the liability and indemnification provisions in the Master Agreement, neither Bank nor any Disbursing Bank will be liable for any claim, demands, judgments or expenses (“Losses”) paid, suffered or incurred by Company, and Company will indemnify Bank and each Disbursing Bank from and hold each of them harmless against any Losses paid, suffered or incurred by them, arising directly or indirectly as a result of or in connection with: (a) Company’s performance or failure to perform its obligations in accordance with this Service Description; (b) Bank’s or any Disbursing Bank’s acting on any information furnished by or on behalf of Company in any Service Documentation or otherwise; (c) Bank’s or any Disbursing Bank’s return of any Check unpaid because Company has not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment; (d) Bank’s or Disbursing Bank’s dishonor and return of any Debit unpaid if Company issues the Debit before Bank notifies Company the Disbursement Account on which it was drawn is operational; (e) Bank’s or any Disbursing Bank’s nonpayment of a Debit, unless such nonpayment results directly and proximately from, respectively, Bank’s or Disbursing Bank’s gross negligence or willful misconduct; (f) Bank or Disbursing Bank’s late return of any Debit as a result of, and any presentment-related problem resulting from, the failure of any Debit which has not been tested and approved by Bank or Disbursing Bank to conform in any respect to Bank’s or Disbursing Bank’s check specifications including without limitation failure to include Bank’s or Disbursing Bank’s full name and address and Bank’s full name on any check or payable through draft, (g) Except as otherwise provided under Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through Draft, Share Draft or Payable-If-Desired Service Descriptions, if Bank provides Company with one or more of those services, Bank’s payment of any check or payable-through draft which is unauthorized or contains a forged, unauthorized, incorrect or illegible endorsement, a forged or unauthorized signature, an alteration of amount or payee, or any other error, discrepancy or deficiency; or (h) Bank’s exercise of its rights, or Bank’s performance of its obligations, in accordance with this Service Description or Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through, Share Draft, or Payable-If-Desired Service Descriptions, 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C if Bank provides Company with one or more of those Services. 13. Termination. Bank may terminate this Service, close the Funding Account, and instruct the Disbursing Bank(s) to close Disbursement Account(s), immediately upon Bank’s sending Company written or oral notice (confirmed in writing) of such action if: (a) Company fails at any time to fund the Funding Account as required in this Service Description, (b) any lawsuit or other action or proceeding is filed or instituted by any federal or state agency alleging, or any Disbursing Bank receives an opinion of counsel, that this Service or any material term or condition of this Service violates any law or regulation, (c) Bank’s agreement with any Disbursing Bank concerning this Service is suspended or terminated for any reason with respect to all Bank’s customers receiving the Service or with respect only to Company, (d) the occurrence of any default by Company under the other Service Documentation or under any other agreement or instrument signed by Company in Bank’s or the Disbursing Bank’s favor including without limitation any loan agreement or promissory note, (e) Bank determines that one or more conditions exist or events have occurred which might indicate, or result in, a material adverse change in Company’s operations, business, property or assets or its condition (financial or otherwise). Upon termination of this Service, Company will, in accordance with such instructions as Bank or the Disbursing Bank may give, cease to issue Debits on the Disbursement Account(s), and the Disbursing Bank will close the Disbursement Account(s) and stop processing Debits. Company will continue to be liable for all Debits issued on the Disbursement Account(s) prior to termination and for all Debits the Disbursing Bank is obligated to pay. The provisions of Sections 4, 7, 8, 10, 12 and 13 of this Service Description will survive termination of the Service. 14. Governing Law. Except to the extent governed by federal law and regulations, the law and regulations of the state in which the Disbursing Bank is located will govern its performance of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Treasury Management Product Enrollment 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Click here to save changes into TMLW 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C E-BILL EXPRESS SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) E-Bill Express service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. With the Service, Bank maintains a website in Company’s name (“Website”) through which (a) Company makes electronic Bills available to purchasers of Company’s products and services (each purchaser is a “Customer”), and (b) Customers make payments to Company using the channels for making a payment (each, a “Payment Channel”; see section 3) and the method(s) Company offers (each, a “Payment Method”; see section 4). Bank credits Customers’ payments to the account at Bank that Company enrolls in the Service (“Account”). The Service includes an Administrative Module through which Bank offers electronic reporting options relating to Company’s Bills and its Customers’ payments, all as detailed in Bank’s User Guide for the Service. The specific Services Bank will provide to Company are detailed in the Statement of Work to which Company and Bank agree separately (“SOW”). 3. Payment Channels. The Payment Channels Bank offers to Company are detailed in Bank’s User Guide for the Service and include the Website, telephone and an optional Interactive Voice Response (IVR) Payment Channel. With the telephone Payment Channel, a Customer arranges for a payment by telephoning Company at a telephone number Company maintains. For all Customer payments made through the telephone Payment Channel, Company is required to enter information about the payment at the Administrative Module. With the IVR Payment Channel, Bank maintains a Company-specific toll-free number and Company branded greeting and prompts. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 4. Payment Methods. The Payment Methods Company may make available to Customers are detailed in Bank’s User Guide for the Service and may include debit and credit cards and electronic payments through the automated clearing house (“ACH”). The Service Documentation includes, respectively, Bank’s Payment Gateway Service Description and ACH Origination Service Description, each of which in the event of a conflict between it and this Service Description will control over this Service Description. Bank may withdraw a Payment Method at any time. 5. Information Reporting. Information about Company’s Bills and Customers’ payments made through the Website, telephone and IVR Payment Channels is included in the information reporting available through the Administrative Module. 6. Verification. Bank will not verify the accuracy of Bills or its Customers' payment amounts made through any Payment Channel. 7. Company’s Privacy Policy. Company will provide Bank with URL(s) hosted by Company for Bank’s use at the Website. The URLs Company provides will direct Customers to Company’s then-current privacy policy and terms of use. Company will maintain current versions of its privacy policy and terms of use. 8. Licensed Marks. Company grants to Bank a license to use the service marks, trademarks and or logos listed on the SOW (each, a “Licensed Mark”) on the Website. Bank will not modify a Licensed Mark without Company's prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement, unless either party provides written termination in accordance with this Section 4 thereof. Either party may terminate this license at any time, with or without cause, upon notice to the other. Upon termination or expiration of this license, Bank will discontinue use of all Licensed Marks. 9. Company’s Representations and Warranties. Company represents and warrants to Bank: (a) It will issue each Bill only for products or services actually provided to the Billed Customer and will retain each Bill for a minimum of one year from the date of the Bill; (b) The billed amount will be the actual amount charged to the billed Customer for such products or services; (c) Company is the sole owner of each URL Company provides to Bank pursuant to section 7 and each Licensed Mark; (d) Company will maintain current versions of its privacy policy and terms of use at the URLs it provides to Bank; and (e) Company has received a copy of Federal Reserve Board Regulation Reg E and will comply therewith at all times that Bank provides the Service. 10. Survival. Section 9 will survive termination of the Services. © 2015 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C E-BOX® SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) E-Box® service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. Bank (a) receives electronic information (“Remittance Information”) about payments Company’s customers make to Company through online bill payment services and other payment channels described in Bank’s Reference Guide for the Service (each, a “Payment”); (b) processes Payments for credit to Company’s account at Bank (“Account”); and (c) provides information reporting on Payments to Company through Bank’s separate Receivables Manager Service ("Remittance File"). The specific processing services Bank will provide to Company are detailed in the Statement of Work to which Company and Bank agree separately (“SOW”). Each Business Day, Bank credits Company’s Account for Funded Payments (see section 3) via a consolidated Automated Clearing House (“ACH”) credit entry (“File”). Bank originates each File in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the “ACH Rules”). In order to enroll in the Service, Company will also enroll in Bank’s Receivables Manager Service. 3. Funded Payments. A “Funded Payment” is a payment for which Bank receives Remittance Information and the funds relating to the Payment. Bank will process Payments for which Bank has received Remittance Information but not funding (each, an “Unfunded Payment”) in accordance with the SOW. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ELECTRONIC RETURNS SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Electronic Returns service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. ACH Rules. Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Operating Rules of the Automated Clearing House (“ACH”) in which Bank is a participant, as varied by this Service Descripton and the other Service Documentation, each as amended from time to time (the “Rules”). By using the Service, in addition to any other warranties Company makes under the Rules and this Service Description, Company represents and warrants to Bank that with respect to each item Company attempts to collect through the Service: Company has good title to or is entitled to enforce the item to which the RCK entry relates or is authorized to obtain payment or acceptance on behalf of one who has good title to or is entitled to enforce the item. All signatures on the item to which the RCK entry relates are authentic and authorized. The item to which the RCK entry relates has not been altered. The item to which the RCK entry relates is not subject to a defense or claim in recoupment of any party that can be asserted against Company. Company has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor, or, in the case of an unaccepted draft, the drawer of the item to which the RCK entry relates. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The item to which the RCK entry relates is drawn on, payble through, or payble at the receiving depository financial institution, and if Company originates the RCK entry, the amount of the item, the item number, and the account number contained on the item have been accurately reflected in the RCK entry. Subsequent to the origanization of an RCK entry, the item to which the RCK entry relates or a copy of such item will not be presented to the receiving depository financial institution unless the related RCK entry has been returned by the receiving financial institution. If Company encodes the item, the information encoded after issue in magnetic ink on the item is correct. Any restrictive endorsement made by Company or its agent on the item to which the RCK entry relates is void or ineffective upon initiation of the RCK entry. Company will be responsible for promptly obtaining all future amendments to the Rules. 3. Eligible Items. It is intended that the Service be provided only in connection with items that are “eligible items”, as that term is defined from time to time by the Rules. Company acknowledges that the term is currently defined in the Rules to mean an item that: is an item within the meaning of Revised Article 4 of the Uniform Commercial Code (1990 Official Text); is a negotiable demand draft drawn on or payable through or at a participating depository financial institution, other than a Federal Reserve Bank or Federal Home Loan Bank; is in an amount less than $2,500; indicates on the face of the document that the item was returned due to “Not Sufficient Funds,“ “NSF,” “Uncollected Funds,” or comparable language; is dated 180 days or less from the date the entry is being transmittted to the receiving depository financial institution (i.e., the item to which the RCK entry relates is not stale dated); is drawn on a consumer account; and has been previously presented (i) no more than two times in its physical form, if the entry is an initial RCK entry; or (ii) no more than one time in its physical form and no more than one time as an RCK entry, if the entry is a reinitiated RCK entry pursuant to subsection 2.10 fo the Rules (“Reinitiation of Returned Entries by Originators”). Company represents and warrants to Bank that all items which Company requests Bank to attempt to collect as an RCK Entry (as that term is defined by the Rules from time to time) are eligible items. 4. Authorization. Company represents and warrants to Bank that for every RCK entry, the issuer of the check has authorized Company to electronically represent the check and that such authorization is in all respects legally sufficient under applicable law. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5. Representment/Returned Check Fees. Company acknowledges that the Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each RCK entry will only be for the amount of the item, and will not include any amount for a fee. In the event Company initiates an ACH entry through Bank to collect fees associated with a represented item, Company represents and warrants to Bank that (i) Company has read and understood the provisions in the Rules applicable to such an ACH entry, and (ii) such an ACH Entry is in all respects authorized under the Rules. 6. Reimbursement. Unless it results solely from Bank’s negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against, and for any and all claims, demands, losses, liability, or expense it incurs, including attorney’s fees and costs, resulting directly or indirectly from (i) the breach of any warranty bank makes under the Rules or Company makes in the Service Description, or (ii) any action Company asks Bank to take in connection with the Service this Section 5 shall survive termination of the Service. 7. Provisional Credit. Any credit that Company receives in connection with an RCK Entry is provisional until such time as settlement for the entry becomes final. In the event any RCK Entry is returned or an adjustment memorandum is received with respect to such RCK Entry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK Entry or adjustment memorandum. Bank is authorized to debit Company’s account(s) for the amount of any such returned RCK Entry or adjustment memorandum. 8. Operating Procedures; Processing Schedules. Each RCK Entry, file of RCK Entries, or check for RCK initiation must be prepared and delivered or transmitted by Company or its agent to Bank in accordance with Bank’s then current instructions and processing schedules. Company will retain a copy of each check submitted for RCK initiation, RCK Entry, and file of RCK Entries sent to Bank, or will otherwise ensure that it is able to reconstruct them for a period of five (5) Business Days after the applicable settlement date. Company will submit such copy or such reconstructed check, RCK Entry, or file of RCK Entries to Bank promptly upon request. 9. Rejected Entries. In the event any RCK Entry submitted by or on behalf of Company is rejected by the ACH for any reason, it will be the responsibility of Company to remade the entry; provided, however, that Bank will remake such entry in any case where rejection by the ACH was due to mishandling of the entry by Bank and sufficient data is available to Bank to permit it to remake the entry. Company will provide to Bank on request all information necessary to remake any RCK Entry or file of RCK Entries. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The policy of Wells Fargo Bank, National Association (“Bank” or “Wells Fargo”), is to make funds from Company’s check deposits to Company’s account (in this policy, each an “account”) available to Company on the first business day after the day Bank receives the deposits, subject to the following. Funds from the following deposits are available on the first business day after the day of Company’s deposits (i) if Company makes the deposit through an employee or agent in person to one of Bank’s employees and (ii) if it uses a special deposit slip available from Bank upon request: • State and local government checks that are payable to Company. • Cashier’s, certified, and teller’s checks that are payable to Company where Bank is not the issuer or drawee. While Bank generally makes funds from Company’s check deposits available to Company on the first business day after the day Bank receives the deposits, Bank’s policy grants availability in accordance with an availability schedule or schedules provided or made available by Bank to Company contemporaneously with this policy or from time to time thereafter, subject, among other things, to the location of the deposit transaction or the manner in which the deposit is made. Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, the length of the delay varies depending on the type of deposit as explained below. Once they are available, Company may withdraw the funds in cash and Bank will use the funds to pay checks that Company has written and fees and expenses that Company has incurred in connection with the account. Determining the day of receipt For determining the availability of Company’s deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If Company makes a deposit before Bank’s established cutoff time on a business day that Bank is open, Bank will consider that day to be the day of Company’s deposit. For deposits granted same calendar day availability as described below, the calendar day Company makes the deposit will be considered the day of deposit. For all other deposits, if Company makes a deposit after the cutoff time or on a day Bank is not open, Bank will consider the deposit was made on the next business day Bank is open. Cutoff times may vary by location and are posted in each store. The earliest cutoff time for a store is 2:00 p.m. local time. Cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska). The length of the delay varies depending on the type of deposit as explained below. Same calendar day availability The following deposits will be available on the calendar day Bank receives the deposit: • The first $200 of a day’s check deposits made through a Wells Fargo ATM. • Cash deposited through a Wells Fargo ATM. FUNDS AVAILABILITY POLICY Wholesale Banking Effective October 1, 2014 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Same business day availability The following deposits will be available on the business day Bank receives the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on Bank. If Company does not make its deposit in person to one of Bank’s employees (for example, if Company mails the deposit), funds from these deposits will be available on the second business day after the day Bank receives Company’s deposit. Longer delays may apply In some cases, Bank will not make all the funds that Company deposits by check available to Company on the first business day after the day of Company’s deposits. Depending on the type of check Company deposits, funds may not be available until the second or third* business day after the day of deposit. The first $200 of Company’s deposit, however, may be available on the first business day. Except as otherwise explained in this paragraph, if Bank is not going to make all funds from Company’s deposit available on the business day of deposit or the first business day, Bank will notify you at the time Company makes its deposit. Bank will also tell Company when the funds will be available. If Company’s deposit is not made directly to a Bank employee, or if Bank decides to take this action after Company’s employee or agent has left the premises, Bank will mail the notice by the first business day after Bank receives the deposit. In addition, funds Company deposits by check may be delayed for a longer period under the following circumstances: • Bank believes a check Company deposits will not be paid. • Company deposits checks totaling more than $5,000 on any one day. • Company redeposits a check that has been returned unpaid. • Company has overdrawn its account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment. Bank will notify Company if it delays Company’s ability to withdraw funds for any of these reasons, and Bank will tell Company when the funds will be available. The funds will generally be available no later than the seventh or eighth* business day after the day of your deposit. vailability Holds on other funds (check cashing) If Bank cashes a check for Company that is drawn on another bank, it may withhold the availability of a corresponding amount of funds that are already in the account. Those funds will be available at the time funds from the check Bank cashes would have been available if Company had deposited it. Holds on other funds (other accounts) * Bank may delay availability of funds by one additional business day for certain checks deposited at a Bank location in Alaska. This right applies only if the check is drawn on or payable at or through a paying bank not located in Alaska. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2014 Wells Fargo Bank, N.A. All rights reserved. If Bank accepts a check for deposit that is drawn on another bank, it may make funds from the deposit available for withdrawal immediately but delay Company’s ability to withdraw a corresponding amount of funds that Company has on deposit in another account with Bank. The funds in the other account would then not be available until the time periods that are described in this policy. Delays on other funds Funds from any deposit (cash or checks) into accounts domiciled in Iowa and Nebraska made at eligible non-Wells Fargo ATMs in those same states will not be available until the third business day after the day of Company’s deposit. This rule does not apply at ATMs that Bank owns or operates. All ATMs that Bank owns or operates are identified on Bank’s machines as “Wells Fargo.” 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C IMAGE POSITIVE PAY SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Image Positive Pay service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to instruct Bank to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service (each, an “Account”). Each Business Day, Bank electronically compares the serial number and numeric amount of each Check presented to Bank for payment before Bank’s separately-disclosed cutoff time on the prior Business Day to Company’s Check Issue Data (see section 5). In accordance with section 7, Bank will notify Company of each Check that does not match Company’s Check Issue Data (each, an “Exception Item”) and will pay or return each Exception Item in accordance with this Service Description. “Check” refers to each check presented for payment on Company’s Account, whether it is counterfeit, not validly issued, altered or validly issued by Company. A “Business Day” is every day except Saturdays, Sundays, and federal holidays. Except as otherwise provided in this Service Description, enrollment in Bank’s Account Reconcilement Plan (“ARP”) Service is required. 3. Service Options. Company may enroll an Account in one of three options of the Service. The Service options differ based on (a) when Bank electronically compares a Check to Company’s Check Issue Data (before or after posting the Check to Company’s Account); (b) Bank’s handling of errors on Checks; (c) the content of Bank’s report to Company of discrepancies between a Check and Company’s Check Issue Data ("Exceptions Report"); and (d) the time by which Company must notify Bank of Company’s pay or return decision (“Decision Deadline”), as specified in the Exceptions Report. Each discrepancy is an “Exception,” and each Check with a discrepancy is an “Exception Item.” 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 3.1. Perfect Presentment® Positive Pay. Bank electronically compares a Check to Company’s Check Issue Data prior to posting the Check to Company’s Account. Each Check with error(s) that Bank can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Items. This option is offered only on an Account enrolled in Bank’s Controlled Disbursement Service. 3.2. Positive Pay and Positive Pay Only. Bank electronically compares a Check to Company’s Check Issue Data after posting the Check to Company’s Account. Bank then reviews each Exception Item, and reverses and reposts each Exception Item with error(s) that Bank can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Items. Enrollment in Bank’s ARP Service is not required for Positive Pay Only. 3.3. Basic Positive Pay. Bank electronically compares a Check to Company’s Check Issue Data after posting the Check to Company’s Account and provides Company with an Exceptions Report containing all Exception Items including Checks with encoding errors. 4. Payee Validation. In addition to performing the electronic comparison described in section 2, Bank electronically compares the payee’s name on each Check exceeding the dollar threshold determined by Bank to the payee’s name in Company’s Check Issue Data. If there is a discrepancy between the two names that is not within parameters Bank establishes, Bank will (a) include the Check as an Exception Item in Company’s Exceptions Report (and the discrepancy will constitute an Exception), or (b) manually review the Check. Bank will not perform Payee Validation with respect to a Check if (i) Company fails to include the payee's name on the Check in Company’s Check Issue Data; (ii) Bank does not receive Company’s Check Issue Data for the Check before the cutoff time Bank separately discloses; or (iii) Company requests Bank add the payee’s name manually to Check Issue Data Company has previously provided to Bank. Bank will reimburse Company for the face amount of any Check Bank pays if the Company incurs a loss as a result of an unauthorized alteration of the payee’s name on the Check, except if the Check with the unauthorized alteration is hand-written or if Bank fails to identify an alteration or other exception in the payee’s name because Company has (x) truncated the payee’s name in Company’s Check Issue Data, or (y) elected to use customized zone formatting (as detailed in Bank’s Customer Guidelines for the Service). 5. Check Issue Data. The “Check Issue Data” for any Check is the Check’s complete serial number and numeric amount, and if Company has selected Payee Validation, the payee’s name (or truncated name). As detailed in Bank’s User Guide for the Service, a “truncated name” is the portion of a payee’s name Company includes in its Check Issue Data based on the option it has elected from the options for truncation Bank offers. Each Business day not later than the cutoff time Bank separately discloses, Company will provide the Check Issue Data for all Checks issued through that Business Day to Bank in the format, through the medium, and at the place(s) Bank specifies. In performing the Service, Bank will use only the Check Issue Data Company provides to Bank. Bank will not electronically or manually compare a Check with an issue date after the current Business Day against the Checks presented for payment on the Account until the issue date contained on Company’s future-dated Check register matches the current Business Day’s calendar date. Bank will not accept Check Issue Data containing an issue date more than forty-five (45) calendar days in the future. 6. Payment of Matching Checks. If a Check presented to Bank matches the Check Issue Data Company has provided to Bank (a “Matching Check”), Bank will make final payment on the Check and charge the Check to Company’s Account (subject to section 13). 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 7. Notification of Exception Item; Image of Exception Item. 7.1. Electronic Comparison. When Bank identifies an Exception Item through its electronic comparison process, Bank notifies Company of the Exception Item through the Exceptions Report Bank makes available to Company via Bank’s Commercial Electronic Office® (CEO®) portal. 7.2. Manual Review. When Bank manually reviews a Check in accordance with section 4 and identifies a payee name discrepancy, Bank will use its best efforts but in no event make more than one attempt to notify Company of the discrepancy by telephoning Company at the number Bank has on file for Company. 7.3. Holdover Exception Items. This subsection applies when Company has enrolled its Controlled Disbursement Account in Bank’s Perfect Presentment Positive Pay Service. A “Holdover Exception Item” is an Exception Item Bank identifies after Bank prepares and transmits the Exceptions Report to Company. Bank will use its best efforts but in no event make more than one attempt to notify Company of each Holdover Exception Item by telephoning Company at the number Bank has on file for Company. 7.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of any Exception Item (including a Holdover Exception Item) to Company, but Bank will have no liability if Bank is unable to do so prior to Company’s Decision Deadline. 8. Default Options. A “Default Option” is the action Bank takes with respect to each Exception Listed in the Exceptions Report (see subsection 7.1) if Company does not instruct Bank to pay or return it before the Decision Deadline applicable to it (see subsection 9.3). Bank offers two Default Options: (a) “Return”, under which Bank returns the Exception Item to the bank of first deposit marked “refer to maker” even if Company validly issued the Exception Item (and does not charge it to Company’s Account); or (b) “Pay”, under which Bank charges the Exception Item to Company’s Account (even if it is counterfeit, altered or not validly issued). 9. Company’s Instructions to Bank; Failure to Instruct By Decision Deadline. 9.1. Company’s Pay or Return Decision. Company will make its pay or return decision based on the information about the serial number and amount of the Exception Item in the Exceptions Report, and if Company has elected Payee Validation, on any payee information Bank provides to Company. 9.2. Instructions Prior to Decision Deadline. If, prior to Company’s Decision Deadline, Company instructs Bank to pay or return an Exception Item, Bank will follow Company’s instructions (subject to section 13). For each Exception Item, Company will use the same communications channel to instruct Bank that Bank used to notify Company of the Exception Item. If Bank included the Exception Item on the Exception Report Bank makes available to Company via the CEO portal, Company will use the CEO portal to communicate its instruction regarding the Exception Item to Bank. If Bank attempted to contact Company by telephone, Company will telephone Bank to communicate its instruction. 9.3. No Instructions Prior to Decision Deadline. If Company does not instruct Bank prior to Company’s Decision Deadline with respect to an Exception Item described in subsection 7.1, Bank will process the Check in accordance with Company’s Default Option. If Bank is unable to obtain Company’s instructions prior to the Decision Deadline regarding an Exception Item described in subsection 7.2, Bank will return the 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Exception Item unpaid (regardless of Company’s Default Option). If Bank is unable to obtain Company’s instructions prior to the Decision Deadline regarding a Holdover Exception Item described in subsection 7.3, Bank will process the Holdover Exception Item in accordance with Company’s Default Option. 10. Teller Line Checks. A Check presented for encashment at Bank’s teller line is a “teller line Check”. A teller line Check that is not included in Company’s Check Issue Data on file with Bank at the time it is presented for encashment is a “teller line Exception Item”. Bank will take those steps to review and cash or refuse to cash a teller line Exception Item as Bank in its sole discretion determines are commercially reasonable. Company may instruct Bank to exclude all teller line Checks from this process, in which event each teller line Check will be deemed to be a Matching Check, even if it is not included in Company’s Check Issue Data on file with Bank at the time it is presented for encashment. 11. Limitation of Liability and Indemnification. Bank will pay each Check Company has authorized Bank to pay in accordance with this Service Description (including each Matching Check) and each Check Company is deemed to have authorized Bank to pay (including each Check Bank pays in accordance with Company’s Default Option) without performing any Check verification procedure other than those procedures described in this Service Description. Bank will have no liability for paying a Matching Check or an Exception Item Company is deemed to have approved if (a) there is an alteration in its serial number or amount; (b) it is counterfeit, bears a forged or unauthorized signature; or (c) it was otherwise not validly issued. Each Check that Bank pays in accordance with this Service Description will be deemed to be properly payable, and each Check that Bank returns in accordance with this Service Description will be deemed not to be properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, Company (i) indemnifies and holds Bank harmless from any and all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) that Bank may suffer or incur as a result of Bank’s payment or return of a Check at Company’s instruction or otherwise in accordance with sections 9 or 10 of this Service Description, and (ii) releases and forever discharges Bank from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which Company has, or claims to have against Bank relating to the payment or return of any Check in accordance with this Service Description. 12. Stop Payment; Cancel and Void Instructions; Stale-Dated Checks. Company will not use the Service as a substitute for Bank’s stop payment service. Company will follow Bank’s standard stop payment procedures if it desires to stop payment on a Check that was validly issued. Company will use (a) a cancel instruction only to delete an outstanding Check included in its Check Issue Data and (b) a void instruction only to notify Bank that a Check included in Company’s Check Issue Data has been destroyed and will not be re-issued. If Company elects to use Bank’s “stale-dated” feature, Bank will return each Matching Check that is stale-dated unless Company instructs Bank to pay the Check. A Check is “stale-dated” when it is a Matching Check with an issue date exceeding the number of months Company elects as its stale date. 13. Bank’s Right to Return Checks. Nothing in this Service Description will limit Bank’s right to return any Check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines (a) the Check is not properly payable for any reason (without Bank’s agreeing to, or being required to, make such determination in any circumstance), or (b) there are insufficient collected and available funds in the Account to pay the Check. As between Company and Bank, any determination by Bank not to pay a Check will not constitute wrongful dishonor of such Check. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 14. Survival. Sections 4, 5, 7, 9, 10, 11 and 13 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C INFORMATION REPORTING and IMAGE DELIVERY SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) information reporting and image delivery (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Service or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on Bank’s CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. Through the Services, Bank makes available to Company data regarding transactions on and/or images of Items posted to (or other instruments processed through) deposit account(s) at Bank that Company enrolls in the Service (each, “Account”). The data and images are referred to collectively in this Service Description as “information”. The means used to make information available to Company include without limitation BAI File Transfer, Bank’s CEO® portal, physical media (CD-ROM and DVD), transmission, and Machine- to-Machine (M2M). Depending on the Service Company elects, the information may include images of Items or other instruments (a) posted to or processed through the Account; (b) cashed or collected by Bank or accepted for deposit to the Account; and (c) returned unpaid to the Account. “Item” is defined in Bank’s Commercial Account Agreement. Images of posted Items that have been converted pursuant to the National Automated Clearing House Association Rules may not be available through the Service. Bank also offers an optional service through which Company can place stop payment orders. 3. Software Sublicense. If a software license or sublicense is required for Company to access the Service (“Software Sublicense”), Bank will make the terms of the Software Sublicense available to Company as part of the set up process for the Service. Company will be required to accept the Software Sublicense before being allowed to access the Service. Bank may terminate any Service requiring use of a Software Sublicense immediately on written notice to Company, if Company fails to comply with the Software Sublicense. Company’s obligations under this section 3 will survive the termination of Service. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2015 Wells Fargo Bank, N.A. All rights reserved. 4. Stop Payment Orders. If Company elects a Service through which Company is able to place stop payment orders, Company’s rights and Bank’s obligations with respect to any stop payment order will be determined in accordance with Bank’s Commercial Account Agreement. 5. Survivorship. Sections 3 and 4 will survive the termination of the Service. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C INTERMEDIARY BANK FUNDS TRANSFER SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Intermediary Bank Funds Transfer service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. This Service Description governs payment orders Bank receives via Fedwire for which Company is either an originating or intermediary bank and for which Bank is being requested to act as an intermediary bank (each a “Payment Order”). A Payment Order may include specific instructions to Bank to process the Payment Order as an outgoing funds transfer. Unless otherwise instructed, each Payment Order executed by Bank will be by means of a payment order denominated in U.S. dollars, even if the Payment Order received by Bank includes instructions Bank understands to indicate the Payment Order is a part of an international funds transfer. If so instructed, Bank will, before executing a Payment Order involving an international funds transfer, convert the amount of the Payment Order from U.S. dollars to the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”) in accordance with section 6 of this Service Description. 3. Authentication of Payment Orders. Payment Orders will be authenticated by Bank in accordance with such procedures as may be established from time to time to authenticate payment orders received from a Federal Reserve Bank. 4. Service Fees. For each Payment Order executed by Bank, Company agrees to pay Bank the service fee described in documentation that has been separately provided to Company (the “Service Fee”), receipt of which is hereby acknowledged, and any taxes applicable to the services provided hereunder, however designated, exclusive of taxes based on Bank’s net income. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5. Service Fees – Method of Payment. Company will pay the Service Fees in accordance with the option selected below (check one): Fees deducted from funds transfer. The Service Fee will be paid by Bank reducing the amount of funds to be transferred in connection with each Payment Order by the amount of the Service Fee. Company agrees that Bank will be entitled to be paid the full amount of the Payment Order, notwithstanding the fact that the amount of the payment order issued by Bank in execution of that Payment Order is reduced by the amount of the Service Fee. Fees deducted from funds transfer – with rebate. The Service Fee will be deducted from each Payment Order in accordance with the pricing option labeled “Fees deducted from funds transfer.” A portion of the Service Fee, as specified by Wells Fargo, will be rebated to Company. The rebate will be paid by a single credit to an account Company maintains with Bank on the last Business Day of each month for the aggregate amount due Company in connection with the Payment Orders executed by Bank during that month. A “Business Day” is a calendar day other than a Saturday, Sunday or federal holiday on which Bank is open to the public for carrying on substantially all of its banking functions. Fees charged to Company. Bank will separately charge Company for the Service Fee for processing each Payment Order. The Service Fees will be paid by Company as a part of Company’s account analysis. Indemnification. If Company elects to pay the Service Fees under either the option entitled “Fees deducted from funds transfer” or the option entitled “Fees deducted from funds transfer – with rebate,” Company agrees to indemnify and hold harmless Bank, its employees, officers, directors and agents from any and all debts, claims, demands, actions, proceedings, judgments, losses, damages, attorney’s fees, payments, expenses and liabilities whatsoever which arise directly or indirectly by reason of the payment method selected hereunder. 6. International Funds Transfers To Be Denominated In Foreign Currency. Company may request that, prior to executing a Payment Order as part of an international funds transfer, Bank convert the amount to be transferred from U.S. dollars to the designated Foreign Currency. The conversion will be at Bank’s applicable sell rate for exchange in effect on the date the Payment Order is executed by Bank. If the beneficiary’s bank does not pay the beneficiary and the Payment Order is payable in Foreign Currency, Bank will not be liable for a sum in excess of the value of the Payment Order, less any fees that may have been deducted pursuant to the provisions of Section 4 of this Agreement, after it has been converted from Foreign Currency to U.S. dollars at Bank’s buy rate for exchange at the time the cancellation of the Payment Order is confirmed by Bank. 7. Reports. If Company elects the payment option titled “Fees deducted from funds transfer – with rebate,” Bank will provide Company with a monthly report detailing the activity related to the Payment Orders executed by Bank during the preceding month. 8. Form and Format. Each Payment Order will be in a form and format that is in accordance with Bank’s then-current instructions to Company. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C PAYMENT AUTHORIZATION SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Payment Authorization service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. Company may, by executing and delivering to Bank a Payment Authorization Service Set-up Form, elect to utilize the Service for deposit accounts which Company maintains at Bank (each an "account"). Under the terms of the Service, Bank will without Company's specific approval as to any particular Item, (a) automatically 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, (b) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum Check Cashing Amount" specified on the Setup Form, (c) refuse withdrawal requests against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum over the Counter Withdrawal Amount" specified on the Setup Form, and/or (d) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which are made payable to an individual. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C PAYMENT MANAGER® SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Payment Manager® service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. 2.1. Payment Manager Service. The Payment Manager enables Company to send electronic files with multiple payment types and remittance information (each, a “Payment File”) to Bank directly from Company’s treasury workstation, ERP, or accounts payable system. Based on Company’s Payment File, Bank generates (a) payments to third parties (each, a “Payee”) from Company’s designated deposit account at Bank or Bank’s affiliate (each, an “Account”) and (b) remittance data regarding each payment. Payment types include automated clearing house (“ACH”), wire transfer, those card(s) Bank permits Company to use with the Service and check. Bank may add, modify or eliminate payment types at any time. For payments made by ACH, wire transfer or card, the Service Documentation includes, respectively, Bank’s ACH Origination Service Description, Wire Transfer Service Description, or applicable card agreement, each of which, in the event of a conflict between it and this Service Description will control over this Service Description. Bank will make check payments in accordance with the Reference Guide for the Service. 2.2. Payment Manager PlusSM Enhanced Remittance Service. With Payment Manager Plus, Bank uses the delivery channel to which Company and Bank separately agree to make human-readable documents describing the remittance (each, a “Remittance Document”) available to each of Company’s Payees. 2.3. Payments using token information. Bank offers this additional Service for payments to a consumer Payee. In the Payment File it sends to Bank, Company will include a Payee’s e-mail or mobile number (each, “token information”) in addition to the standard 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C check payment and remittance information for the Payee. If the Payee’s token information is registered with clearXchange, Bank will attempt to make the payment electronically. If Bank is unable to make the payment electronically, Bank will make the payment by check or will return the payment to Company. Bank will use the Payee information Company provides without performing any verification of the information. By providing Payee information to Bank, Company certifies the accuracy of the Payee information. Company has no right to cancel, amend or reverse a payment instruction. If Company requests the cancellation, amendment or reversal of a payment instruction, Bank may, in its sole discretion, attempt to honor Company’s request but will have no liability if it declines or is unable to honor Company’s request. Electronic payments made using token information may be subject to dollar limits Bank discloses separately to Company. 3. Payment File Transmission. Company will prepare each Payment File and deliver it to Bank in accordance with the guidelines Bank separately makes available to Company. Company will use the Transmission Protocol to which Company and Bank separately agree (see Section 5). Company may deliver Payment Files to Bank, and Bank will acknowledge receipt of Payment Files, twenty-four hours a day, seven days a week. 4. Payment File Processing. Bank will process Payment Files and make payments only on Business Days in accordance with the processing schedule Bank separately makes available. A “Business Day” is every day except Saturdays, Sundays and federal holidays. 5. Transmission Protocols. Bank offers the following means for Company to transmit Payment Files to Bank (each, a “Transmission Protocol”): 5.1. Secure Application File Exchange Transmission (“SAFE-T”). This transmission protocol offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment File transmitted to Bank in Company’s name. 5.2. Machine-to-Machine (“M2M”). This transmission protocol uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment File transmitted to Bank in Company’s name. 5.3. IBM® Sterling Connect:Direct Secure Plus. This transmission protocol is used to connect Company’s mainframe environment to Bank’s mainframe environment. Secure Plus is an add-on to Connect:Direct to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Bank uses an agreed upon ID password combination and a token card to authenticate each Payment File transmitted to Bank in Company’s name. Connect:Direct and Secure Plus are trademarks of Sterling Commerce, an IBM company. 5.4. Value-Added Network (“VAN”). With this transmission protocol, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting files may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment File transmitted to Bank through the VAN in Company’s name. 6. Payment File Validation. Bank will inspect each Payment File received to confirm its format conforms to the requirements in the Reference Guide. Bank’s inspection will not detect erroneous or missing information or unauthorized payments. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2015 Wells Fargo Bank, N.A. All rights reserved. 7. Incomplete, Rejected Payment Files. If a Payment File is missing a required Data Field for a payment described in it or if Bank has identified other errors that make it unable to process the File, Bank may, without liability to Company, reject the entire Payment File. 8. Account Reconciliation Processing (ARP), Image Positive Pay and Payee Validation Services. If Company utilizes Bank’s Image Positive Pay Service, Bank will, at Company’s request, update Company’s Check Issue Data for checks Bank issues in accordance with the Payment Manager on the Business Day the checks are printed. 9. Remittance Documents. A Remittance Document made available to a Payee via fax or unencrypted e-mail is not secure. It will conclusively be deemed to have been received by the Payee when Bank makes it available. Bank will not confirm receipt of or be liable for corruption or loss of data in a Remittance Document after Bank makes it available. 10. Payment and Delivery Preferences. If Company elects to make Bank’s Payment and Delivery Service available to its Payees, Bank will securely store Payee bank account and routing information provided by Company’s Payees. Bank will have no liability to Company if a person Bank reasonably believes to have been authorized to act on Company’s or a Payee’s behalf (a) provides inaccurate Payee information to Bank or (b) is not actually authorized to act on Company’s or the Payee’s behalf. Company will promptly notify Bank if Company receives information indicating a scheduled payment may have been misdirected. Bank offers three options for a Payee to provide this information to Bank: 10.1. Non verified. With this option, a Payee uses an online self-enrollment portal to provide Bank with the Payee’s bank account and routing information. Bank does not verify any of this information and will have no liability to Company or the Payee if any of this information is incorrect. 10.2. SAO Service. With Bank’s Supplier Analysis and Onboarding (“SAO”) Service, Company provides Payee contact information to Bank. Bank uses this information to contact Payees about accepting Company’s payments by ACH credit entry instead of by check. Payees willing to accept ACH payments enroll at an online enrollment portal maintained for this purpose. Bank verifies the information a Payee provides. Bank will make information about each verified Payee available to Company. Bank will not process an ACH credit entry for a payment to a verified Payee until Bank has received Company’s certification that the information for that verified Payee is correct and complete. 10.3. EDD Service. With Bank’s Electronic Document Delivery (“EDD”) Service, Company provides Payee contact information to Bank via file transmission. Payee contact information may include Payee account information. Bank will not verify any of this contact information and will have no liability to Company or the Payee if any of this contact information including any Payee account information is incorrect. Bank uses this information to populate a Payee database that Company will utilize to originate ACH template payments. By transmitting the file to Bank, Company certifies the Payee information in it is correct and complete. 11. Record Retention. Company will retain a copy of a Payment File for thirty (30) days from its original transmission. Bank will retain a copy of each Remittance Document for 120 days from its original distribution. 12. Survival. Sections 2.1, 6, 7, 9, 10 and 11 of this Service Description will survive the termination of Services. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C PERFECT RECEIVABLES® SERVICE SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Perfect Receivables service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of the Service. Bank’s Service enables Company to elect options for posting, and reporting information about automated clearing house (“ACH”) entries and wire transfers (each, a “Remittance”) that Bank posts each Business Day for credit to one or more deposit accounts Company maintains at Bank or Bank’s affiliate (each, an “Account”). 3. Bank’s Processing of Remittances-Chargebacks. Each Business day, Bank will post to Company’s Account all Remittances Bank receives prior to the cut off time Bank separately discloses to Company, other than Remittances Bank rejects. Each credit to Company’s Account for Remittance is provisional until Bank receives final settlement for the Remittance. If Bank does not receive final settlement, Bank is entitled to debit Company’s Account or any other accounts Company owns, in whole or in part, at Bank or any affiliate of Bank for the amount of the Remittance. Company will pay any shortfall remaining after such chargeback to Bank immediately upon demand. 4. Rejected Remittances. Bank may, but will not be obligated to, reject a Remittance: (a) that does not contain all of the required information specified by Bank; (b) if Bank suspects that Company is not entitled to the Remittance; (c) if at the time Bank receives the Remittance, Company does not maintain an Account with Bank, the Service has been terminated; or Bank is not permitted by law to accept credits to any of Company’s Accounts; or (d) if Company is in default under this Service Description or any other Service Documentation. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2014 Wells Fargo Bank, N.A. All rights reserved. 5. Bank’s Reporting to Company. Each Business Day, Bank will provide Company with the information about Remittances posted to Company’s Account(s) through the communications channel(s) Company elects. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C PREPAID CARD SOLUTIONS SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) prepaid card solutions service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Service or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service allows Company to make payments to an individual holding a prepaid card issued by Bank (each, a “Card”). Each individual is a “Cardholder”. A “Card” is a payment instrument denominated in U.S. Dollars that Bank issues to an individual applicant at Company’s request. Bank offers two types of Cards: (a) a reloadable Card to which Company can add funds from time to time and (b) a non-reloadable card to which Company makes a one-time funds transfer. Funds credited to a Card can be used to make purchases at merchants or service providers that accept payment through electronic payment networks in which Bank participates and, if Company and Bank separately agree, obtain cash through certain national and regional automated teller machine and point of sale networks and participating financial institutions. 3. Applicant Enrollment; Customer Identification Program (“CIP”). When Company requests Bank issue a Card to an individual for which the Bank has determined that CIP verification is required, the individual (“Applicant”) will complete a card application using the enrollment option to which Company and Bank separately agree. If the agreed enrollment option allows for an Applicant to enroll by a website hosted by the Company (“Company Enrollment Site”), Company will obtain Bank’s approval prior to using the Company Enrollment Site. Company will require Applicant to complete in full the enrollment process, including obtaining (a) Applicant’s acknowledgement of the CIP Customer Notice and (b) all identifying information required by Bank including without limitation Applicant’s name, date of birth, social security number, and physical residential address (collectively, “Applicant Identifying Information”). Irrespective of the enrollment option used, Company will promptly provide to Bank, as Bank requests (and in such 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C format and through such electronic, magnetic, or other means or media as Bank may specify from time to time): the signed Application Form (if applicable), any Applicant Identifying Information provided to Company by Applicant Applicant’s personalization information, and any other information Bank requests in connection with the issuance of a Card. Bank reserves the right to not issue a Card to an Applicant or revoke any Card it has issued. 4. Delivery of Cards. When Company orders a Card with a stated value for delivery to Company, Company is responsible for safeguarding the Card until delivery to the intended recipient and for any delivery problems or delays caused by providing Bank with an incorrect or incomplete shipping address. 5. Funding of Cards. Each Card Bank issues will be funded either by (a) Company depositing funds into Company’s Account via transfers through an automated clearing house (“ACH”) file or (b) Bank debiting Company’s Account. If the collected and available balance in Company’s Account is insufficient to cover the full amount of Company’s order for individual non reloadable Cards, Company’s entire order will be rejected. Company has the right to deduct funds from the funds accessible through a Card in order to correct a previous error or overpayment to a Cardholder or for other reasons in accordance with applicable law. Subject to this right, Company acknowledges and agrees all funds transferred to a Card are owned by the Cardholder. Company will not charge Applicants and Cardholders a fee for requesting or receiving a Card, and will not charge Cardholders a fee for loading funds to the Card. 6. Customer Service. Bank will provide customer service to Cardholders as detailed in the Prepaid Card Solutions Terms and Conditions (“Terms and Conditions”). 7. Unclaimed Property. Bank will be responsible for handling issues relating to unclaimed property, including inactivity of Cards and funds on Cards. 8. Limitation on Number of Cards. Company will make available to each Cardholder no more than one active, reloadable Card. 9. Company’s Cooperation with Bank. 9.1. Company will cooperate fully with Bank in furnishing any information or performing any action reasonably requested by Bank that is needed by Bank to perform Bank’s obligations under this Service Description or to comply with applicable laws and regulations. Company will furnish Bank with true, accurate, and complete copies of such records and all other information with respect to the Service as Bank or its authorized representative except to the extent prohibited by applicable law. 9.2. Company will allow Bank and/or representatives of any supervisory or regulatory agency having jurisdiction over Bank, including, without limitation, the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau, upon reasonable notice to Company, to review Company’s records in order to confirm that the requirements contained in this Service Description have been satisfied. 9.3. Without Bank’s prior written consent, Company will make no changes to the Enrollment Form (that is, any paper form designed by Bank and provided by Bank to the Company to be used in the application process), Company Enrollment Site, the Card Packets and their contents or any other materials Bank provides to Company, Cardholders, or both in connection with the Service. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2014 Wells Fargo Bank, N.A. All rights reserved. 9.4. Company will permit Bank at least twice annually to examine its Company Enrollment Site (if any) to ensure that no changes have been made to the Company Enrollment Site without Bank’s consent. 9.5. Company will not use Bank’s name, logo, and likeness, including that of the Card, in any advertisements, promotional materials, and activities created or sponsored for the purpose of communicating or marketing Company’s products or services by Company, except as pre-approved, in writing, by Bank. 9.6. Company will not emboss advertising or promotional language, political statements, telephone numbers, provocative materials, branded products or copyrighted materials on the Cards. 9.7. Company will not disclose to Cardholder routing and/or card funding account number. 9.8. Company will not resell pre-denominated Cards or offer the Service to other companies. 10. State Laws and Regulations. When using the Service, Company will comply with all applicable laws and regulations, including but not limited to, any state labor code or other law or regulation (a) governing wages, salaries, or other compensation; (b) prohibiting discount in wages or laws relating to fee restrictions and (c) imposing fee restrictions (collectively, “Employment Laws”). If Company uses a Card to pay wages, salaries, or other compensation to a Card User, Bank makes no representation or warranty as to whether the Service will allow Company to satisfy any requirement to which Company has made its own independent investigation and received advice from its own legal counsel regarding compliance with Employment Laws. Company is not relying on any information provided by Bank regarding any such Employment Laws. If convenience checks are provided to Cardholders as part of the Service, Company agrees the convenience checks are an additional channel for Cardholders to access their funds and are not a substitute for paper paychecks. Company agrees that, from time to time, Bank may restrict the issuance of Cards in certain states. 11. Termination. In addition to Bank’s rights to terminate Company’s use of the Service under the Master Agreement, Bank may terminate Company’s use of the Service if, in Bank’s sole determination, (a) there exist excessive levels of fraud, regulatory and/or reputational risk arising out of Company’s use of the Service, (b) Company has violated this Service Description, or (c) Bank has reason to believe Company is not using the Service in the manner agreed upon or Bank suspects Company of misuse of the service in any manner. 12. Indemnification. Company will indemnify, defend, and hold harmless Bank, its respective affiliates, employees, representatives, successors, and permitted assigns from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in investigation or defense, regardless of the theory of liability or the nature of the legal proceeding (“Damages”), to the extent such Damages arise out of or relate to Company’s use of the Service as a means of compensating or reimbursing its employees or other payees or Company’s failure to comply with this Service Description. 13. Survival. Sections 3, 10, and 12 will survive termination of the Service. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C RECEIVABLES MANAGER SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Receivables Manager services (each, a “Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to receive consolidated electronic files and/or human readable documents containing information (each, a “File”) regarding credits and/or debits to the deposit accounts at Bank that Company enrolls in the Service (each, an “Account”) and associated remittance information. The User Guide details (a) the types of payments for which Bank provides the Service, (b) the options Bank offers for formatting Files, (c) the secure transmission platforms Bank offers to deliver Files to Company, (d) the schedule Bank follows in providing the Service, and (e) Bank’s Service level goals. 3. Re-association Service. If Company enrolls in Bank’s Re-association Service, Bank will accept a File containing remittance information from a trading partner of Company and attempt to re-associate payments the trading partner makes separately by ACH or wire transfer, provided the trading partner (a) sends the remittance information to Bank in advance of the payment and (b) includes an originating company ID and a transaction reference number with both the remittance information and the associated payment. 4. Company’s Receipt of Files; Acknowledgments. Bank will not monitor Files transmitted to Company through the Service including without limitation any 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C acknowledgment Company’s system may generate upon its receipt of a File. If Company does not receive a File when it expects to, Company will notify Bank. If Company requests Bank resend a File within fourteen days after Bank initially transmits the File to Company, Bank will attempt to honor such request but will have no liability for not doing so. 5. Incorrect, Incorrectly Formatted Information. Bank is not responsible for the accuracy of and will not verify remittance information it receives from Company’s trading partners and provides to Company through the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WELLS FARGO REMOTE DEPOSIT CAPTURE SERVICE DESCRIPTION (Wells Fargo Electronic Depositsm and Desktop Deposit®) 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) remote deposit capture services (collectively, “Service”) and includes: (a) this Service Description; (b) the Acceptance of Service or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices.; and (f) the then-current Electronic Check Clearing House Organization Operating Rules and Commentary (“ECCHO Operating Rules”). This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to create Electronic Items from eligible paper items and transmit the Electronic Items in an electronic file (“Electronic File”) to Bank for review and processing for credit to Company’s deposit account at Bank (“Account”) in accordance with this Service Documentation. An “Electronic Item” is the electronic image of the front and back of each eligible U.S. Dollar paper item and other information captured from the paper item including without limitation MICR data (and will be deemed to be an “item” for purposes of the Uniform Commercial Code). Bank’s Reference Guide for the Service lists eligible U.S. Dollar items (and ineligible items). For each Electronic Item Bank determines is eligible for processing, Bank will: 2.1. create a substitute check as defined in the Account Agreement that Bank will present directly or indirectly to the bank (a) on which the original paper item to which the Electronic Item relates is drawn, or (b) at or through which the original paper item is payable (each, the “Paying Bank”); 2.2. include the Electronic Item in an electronic file for presentment directly or indirectly to the Paying Bank; or 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 2.3. post any Electronic Item for which Bank is the Paying Bank. 3. Creating Electronic Items and Transmitting Company’s Electronic File to Bank. To create Electronic Items and transmit Company’s Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company’s software and hardware or third-party provided software and hardware, provided each generates Electronic Items and Electronic Files that meet Bank’s then current standards and specifications. Any third-party processor Company uses to prepare and/or transmit Company’s Electronic File is Company’s agent, and Company will be responsible for ensuring its agent complies with Company’s responsibilities under this Service Description. In particular, each Electronic File Company’s agent transmits to Bank will include only Electronic Items payable or endorsed to Company, unless Bank expressly agrees to permit Company’s agent to include Electronic Items payable to multiple customers of Bank. 4. Processing Company’s Electronic File. Bank will review each Electronic Item and process the Electronic Items Bank determines are eligible for processing on the Business Day Company transmits Company’s Electronic File to Bank, if Bank receives Company’s Electronic File before the processing deadline Bank separately discloses to Company (“Cut-Off Time”) on that Business Day and on the next Business Day if Company transmits Company’s Electronic File to Bank after Bank’s Cut-Off Time. “Business Day” is every day except Saturday, Sunday and any federal holiday. 5. Exception Items. Each Business Day on which Bank processes Company’s Electronic File, Bank may, without liability to Company, reject Electronic Items Bank determines are ineligible for the Service (each, an “Exception Item”). “Exception Item” includes without limitation an Electronic Item that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Item, (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United States, or (d) any Electronic Item other than one described in (a), (b), or (c) of this section 5 that applicable law prohibits Bank from accepting through a remote deposit capture platform. Bank will notify Company of each Exception Item through Bank’s Commercial Electronic Office® service or other communication channel at Bank’s discretion. Company will deposit an Exception Item to Company’s Account only by depositing the original Paper Item to which the Exception Item relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Item when Bank processes the Electronic File that includes the Exception Item, the substitute check or purported substitute check Bank creates from the Electronic Item may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank’s failure to identify an Exception Item will not limit Company’s obligations to Bank under section 9. 6. Deposits to Company’s Account. Bank will be deemed to have accepted each Electronic Item for deposit to Company’s Account (other than any Exception Item) (a) on the Business Day Bank processes the Electronic Item (b) at the Bank office where Company’s Account is maintained. Funds from these Electronic Items will be made available in accordance with Bank’s Funds Availability Policy applicable to Company’s Account and will be deemed to be collected in accordance with Bank’s Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 7. Third-Party Processors. 7.1. General. This section contains additional terms applicable when Company is a third- party processor. Company is a “third-party processor” when it uses the Service either to (a) create and process an Electronic Item on behalf of a customer or (b) process an Electronic Item one of its customers has created and transmitted to Company. 7.2. Prerequisites for Acting as a Third-Party Processor. Prior to acting as a third-party processor with respect to any customer, Company will conduct due diligence appropriate to the type of Customer (consumer or business). As part of Company’s due diligence, at time a customer initially opens an account with Company, Company will obtain the customer’s name, Taxpayer Identification Number, and address. In addition, Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program and (b) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Items and maintaining the security of original Paper Items; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Description; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Items for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer’s business. 7.3 Risk Parameters; Ongoing Monitoring. For each customer for which Company acts as a third-party processor, Company will, in accordance with reasonable commercial standards, monitor the customer’s deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Items on an ongoing basis and take appropriate actions with respect to the customer’s account with Company, up to and including refusing to process Electronic Items for the Customer and/or preventing the Customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company’s Electronic File but Company is solely responsible for monitoring its customer’s Electronic Items. 8. Company’s Representations and Warranties. Company represents and warrants to Bank Company will: 8.1. use the Service only for eligible paper items payable to or endorsed for deposit by Company (unless Bank expressly agrees otherwise); 8.2. transmit to Bank only Electronic Items suitable for processing including without limitation legible Electronic Items containing machine-readable MICR data; 8.3. not transmit to Bank any Electronic Item that duplicates an Electronic Item previously transmitted to Bank or that did not originate as an eligible paper item; 8.4. maintain control over and sole responsibility for secure retention and destruction of each original eligible paper item for which Company or one of Company’s customers has created an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C while in storage) and properly secure all hardware Company uses in connection with the Service at all times; 8.5. not transmit to Bank, deposit to Company’s Account, or otherwise negotiate any original eligible paper item with respect to which Company has transmitted an Electronic Item to Bank, unless Bank has notified Company that the Electronic Item is an Exception Item; 8.6. if Company uses an agent to create Electronic Items and/or transmit Company’s Electronic File to Bank, Company will ensure its agent includes only Electronic Items payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Items payable to multiple customers of Bank; and 8.7. if Company is a third-party processor as set forth in section 7 of this Service Description, comply with section 7 of this Service Description. 9. Company’s Agreement to Indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 9, “Indemnitees”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to: 9.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper item for which Company has created an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages; 9.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; 9.3. Bank acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of “substitute checks” or purported substitute checks using an Electronic Item, an Exception Item or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and 9.4. Bank presenting an Electronic Item to the Paying Bank for payment. 10. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company’s obligations under sections 8 or 9 of this Service Description. 11. Additional Controls on Company. 11.1. General. In FIL-4-2009, Risk Management of Remote Deposit Capture (“RDC”) Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C controls at Company’s locations, (b) periodically audit or require audits of Company’s RDC operations including Company’s IT infrastructure at Company’s expense, and (c) request additional information about Company. 11.2. Company’s Internal Controls. Company will establish internal controls related to Company’s RDC operations. Upon reasonable request, Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal controls; 11.3. Company’s Consumer Complaints. Bank may upon reasonable prior notice to Company request information about (a) Company’s procedures for handling consumer complaints relating to Company’s RDC product (“consumer complaints”), (b) the number of consumer complaints Company received in the prior calendar quarter, and (c) the then current status of each consumer complaint. 12. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C RETAIL IMAGE LOCKBOX SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Retail Image Lockbox service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Scope of Service. The Service covers the processing of (i) checks and other instruments submitted in payment of obligations to Company (“Remittances”) and (ii) written authorizations to charge payments due Company to the payors’ credit cards (“Charge Authorizations”). However, processing of Charge Authorizations is not available at all processing sites. To the extent Company is not using the Service to process Charge Authorizations, the references to Charge Authorizations throughout this Service Description will not apply to Company. 3. Commencement of Service. The Service will start on the date separately agreed to by Bank and Company if the following events have occurred before such date: 3.1. The United States Postal Service has assigned the Lockbox (as defined in Section 4 below) to Company with the number and at the address specified by Bank to Company; 3.2. The Account (as defined in Section 6 below) has been opened and is in good standing; 3.3. Company has designated to Bank in writing the processing options selected by Company for the Service; and 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 3.4. Company has provided to Bank such other information and documents as Bank requests to enable Bank to commence and operate the Service for Company and to enable Bank to comply with its other obligations under this Service Description. 4. Lockbox. Company will direct its customers to mail Remittances and (if applicable) Charge Authorizations to the post office box identified in the Lockbox Service Set-up Form, or otherwise identified in writing to Company (the “Lockbox”). Bank (including any subcontractor of Bank) will have exclusive access to the Lockbox. Bank will give appropriate instructions concerning the Lockbox to the United States Post Office where the Lockbox is located. 5. Processing Lockbox Mail. Each Business Day (a day on which Bank is open to conduct its regular banking business, other than a Saturday, Sunday or public holiday), Bank or its subcontractor will pick up at, and transport from, the Lockbox to the processing site or sites designated by Bank (each a “Processing Site”) the Remittances and Charge Authorizations addressed to the Lockbox. Except as otherwise specifically provided in this Service Description, Bank or its subcontractor will open the Remittances and Charge Authorizations and process them in accordance with the lockbox processing procedures set forth in this Section 5 (the “Processing Procedures”). Company agrees to instruct its customers and other obligors not to send cash to the Lockbox. 5.1. Disposition of Remittance Materials. On each day Bank offers the Service, Bank will collect from the Lockbox the envelopes and other contents of the Lockbox. Bank will open the envelopes and determine whether they contain any Charge Authorizations, Remittances, remittance statements, invoices, correspondence, checks, cash, papers, documents, or other items. Unless otherwise requested by Company (the business entity receiving the Service) and agreed to by Bank, if cash is sent with any remittance materials the cash will be removed from the envelope containing the remittance materials and a credit advice of the amount of the cash will be placed in such envelope with the remainder of the envelope's contents. Except as otherwise specifically provided in these Processing Procedures or elsewhere in this Service Description, or as specifically requested by Company and agreed to by Bank, Bank will not reconcile the Charge Authorizations, checks, cash or other items in the envelopes to invoices, to remittance statements, or to any other documents or papers in the envelopes or elsewhere. Bank will process any checks, instruments, Charge Authorizations and any cash in the envelopes by automated means, unless an envelope does not contain a remittance statement or invoice or coupon, in which case the checks or cash will be processed manually (a “Manually Processed Check”), as otherwise provided in these Processing Procedures and, if so provided in these Processing Procedures, deposit such checks and cash in the Account. 5.2. Document Identification, Imaging, and Data Capture. Bank or its subcontractor will (i) print an audit trail identification number on each of the remittance documents that it processes, (ii) image all checks, Charge Authorizations, remittance stubs and correspondence included among the remittance materials, and (iii) electronically capture OCR data from remittance documents, such as account number and amount due. 5.3. Checks Deposited under Automated Processing. Unless Company gives Bank timely instructions to the contrary using the Retail Lockbox Client Decision Module available through Bank, with regard to a particular check, each check processed under automated check processing procedures will be deposited as provided in Section 5.6 of these Processing Procedures even if (i) the numerical and written amounts of the 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C check are not the same, (ii) the numerical and written amounts on the check do not correspond to the amount on any invoice or remittance statement sent with the check, (iii) there is no payee on the check, (iv) the check is postdated or staledated, (v) the drawer of the check cannot be determined, (vi) the check does not have a date or a signature, or (vii) the check contains alterations or restrictive notations. 5.4. Handling of Rejected Checks. Bank will evaluate each check or remittance document which it could not initially process electronically, and if Bank determines, in its sole discretion, that such check or remittance document can reasonably be corrected, repaired or otherwise processed, Bank will attempt to correct, repair, or complete the processing of such check or remittance document. If Company has requested special handling of rejected checks, Bank will process such checks manually in accordance with Company’s written instructions to Bank; provided, however, that Bank will not deposit a rejected check listed in an electronic stop payment file which Bank has received from Company in accordance with Bank’s specifications for such files. 5.5. Restrictive Notations. Bank will not inspect checks, whether processed by automated means or processed manually, to determine whether they bear restrictive notations, such as “Paid in Full”. Bank will have no liability whatsoever, despite anything to the contrary in this Service Description, for depositing or otherwise handling any check bearing a restrictive notation in accordance with these Processing Procedures, regardless of whether Bank has knowledge of such restrictive notation. 5.6. Deposits of Checks and Cash. During each Business Day, Bank will make deposits of the acceptable checks and cash received in the Lockbox by crediting the Account for the amount of such checks and cash. If a check is processed by automated means, Bank or its subcontractor will capture the information on the scan line on the remittance statement or invoice or coupon accompanying the check and transmit such information to Company electronically on a daily basis. Company will determine what information is placed on the scan line of Company’s remittance statements, invoices or coupons. If the check is a Manually Processed Check, Bank will manually enter into its database the account number and amount of the check and transmit such information to Company electronically on a daily basis. Except as otherwise specifically provided in this Service Description, the normal and customary laws, rules, practices and procedures for handling deposits to checking accounts will apply to these Processing Procedures and the Service. 5.7. Eligibility Requirements for Processing Charge Authorizations. In order to be eligible for processing by Bank, a Charge Authorization received in the Lockbox must contain the name of the account debtor, the account debtor’s credit card number, the expiration date, the three digit security code, and the amount of the payment authorized, all of which must be written or imprinted on the authorization form in a reasonably legible manner. If any one of these items of information is missing from a Credit Card Charge Authorization, or is, in the sole judgment of Bank or its subcontractor, not sufficiently legible for processing purposes, the Credit Card Charge Authorization will not be processed, and will be forwarded to Company as set forth below. 5.8. Processing Charge Authorizations for Approval. Bank will proceed to process for approval each Charge Authorization received in the Lockbox which contains the information required in Section 5.7 above and is otherwise eligible for processing. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Bank will seek approval from the issuer of the applicable credit card for the payment transaction set forth on the Charge Authorization. Bank will submit for settlement each Charge Authorization approved in this manner. 5.9. Settlement Report for Charge Authorizations. Following processing of Charge Authorizations for approval, Bank will segregate those Charge Authorizations which are approved from those Charge Authorizations which are declined. Bank will generate a settlement report for all approved Charge Authorizations and will make it available to Company in the manner mutually agreed upon during implementation of the Service. 5.10. Imaging. Bank or its subcontractor will electronically image checks, Charge Authorizations, remittance stubs and correspondence received in the Lockbox. Company acknowledges and agrees that the images are not works made for hire and are the property of Bank and not of Company. 5.11. Transmission of Information from Processed Remittances. Each Business Day that Bank offers the Service, Bank will electronically transmit to Company, in accordance with the transmission method and file format agreed upon between Bank and Company, information from processed remittances, including credit card transaction data, and each settlement report applicable to approved Charge Authorizations. 5.12. Mailing Checks to Company. Unless otherwise specified by Company in writing to Bank, Bank will mail to Company, in accordance with the terms of this Service Description, any checks enclosed in an envelope with remittance materials which are not deposited in accordance with these Processing Procedures. 6. Account. Company will maintain a deposit account with Bank, which Company will designate in the Lockbox Service Set-up Form or otherwise in writing, to which Bank or its subcontractor will (i) deposit Remittances received through the Lockbox, and (ii) credit amounts attributable to settlement of Charge Authorizations received through the Lockbox, throughout the term of the Service (the “Account”). Company understands that this Service Description covers the lockbox service to be provided by Bank and, except as specifically provided in this Service Description, does not cover the handling of the Account or the processing of checks drawn on the Account. Except as otherwise specifically provided in this Service Description, the Account will be handled and checks drawn on the Account will be processed by Bank as Bank would perform such responsibilities with respect to any other demand deposit account at Bank. As a result, the Account will be subject to, and Bank’s operation of the Account will be in accordance with, the terms and provisions of Bank’s deposit account agreement governing the Account (the “Account Agreement”), a copy of which Company acknowledges having received. 7. Deposits and Confirmations. Company authorizes Bank to endorse checks and other payment instruments received at the Lockbox, and to deposit them into the Account as provided in the Processing Procedures. If any payee of a check or other payment instrument received in the Lockbox is a legal entity other than Company, Company represents and warrants to Bank that Company has the proper authorization from the payee to have the check endorsed for deposit, and deposited, into the Account, and Company agrees to indemnify Bank against any losses, liabilities, damages, claims, demands, obligations, actions, suits, judgments, penalties, costs or expenses, including, but not limited to, attorneys' fees (collectively, "Losses and Liabilities") suffered or incurred by Bank as a result of, or in connection with, Company’s failure to have proper authorization. Company also authorizes Bank to process and settle Charge Authorizations received at the Lockbox, and to cause the 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C amounts received on account of settlements of such Charge Authorizations to be credited to the Account as provided in the Processing Procedures. Bank will provide to Company an advice of deposits and other credits made to the Account. Company agrees to notify Bank’s customer service center, whose address and telephone number is available upon request from Bank, (i) of any error in an advice of deposit within fourteen (14) calendar days after Company receives such advice of deposit and (ii) of any error in a bank statement, or of any failure of a bank statement to show a deposit that should have been made during the period covered by the statement, within thirty (30) calendar days after Company receives such bank statement. The liability of Bank for such errors is limited as provided in Section 17 of this Service Description. 8. Accounts Receivable Conversion. If Company utilizes Bank’s Smart Decision® service or another method of accounts receivable conversion offered by Bank, Bank or its subcontractor will, on each Business Day, create an “Electronic File” that includes electronic images of Remittances that are received in the Lockbox (each, an “Electronic Image”) and other information regarding Remittances, and will process the Electronic File and Remittances according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Remittance, and Bank (each, respectively, a “Company Preference,” “Issuer Preference,” or “Bank Preference.”) Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Remittance to an ACH debit entry on the deposit account on which it was drawn, in which case the conversion and processing of such ACH debit entry will be governed by and subject to Bank’s separate ACH Origination Service Description, including, without limitation, the indemnity provisions thereunder; (b) process remaining Electronic Images in accordance with Bank’s separate Service Documentation, as selected by Company for non-eligible Electronic Images and Items; or (c) process remaining Items in accordance with Bank’s Commercial Account Agreement or other applicable deposit account agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, with respect to an Electronic Image or an Item, Bank will process the Electronic Image or Item in accordance with the Bank Preference. 9. Access to Lockbox Images. The Service will allow Company to enter a website hosted by Bank or its subcontractor (the “Website”) for the purpose of accessing archival images of Charge Authorizations, Remittances and other remittance materials processed through the Lockbox, and giving Bank or its subcontractor certain types of instructions with regard to the processing of such remittance materials. Company agrees to use the Website only in accordance with this Service Description and any notices and information posted on the Website (collectively, the “Website Use Documentation”). Persons entering the Website for Company (the "Users") must also accept any “terms of use” for the Website which appear on the Website when a User initially logs on. 10. Security Procedures. 10.1. Bank or its subcontractor will provide each User with a multi-factor authentication compliant access method (which may consist of a combination of user names, passwords, passphrases, digital certificates and/or tokens) to be used whenever the User enters the Website. 10.2. It is Company’s responsibility to ensure that any user names, passwords, passphrases, digital certificates and tokens provided in connection with use of the Website (collectively, “Security Devices”) are known to, and used only by, persons who have been properly authorized by Company to access the Website and use the Service through the Website. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 10.3. FAILURE TO PROTECT SECURITY DEVICES MAY ALLOW AN UNAUTHORIZED PARTY TO (1) USE THE SERVICE, (2) CORRECT, CHANGE, VERIFY, OR SEND DATA USED WITH THE SERVICE, (3) SEND INFORMATION AND COMMUNICA- TIONS TO, OR RECEIVE INFORMATION AND COMMUNICATIONS FROM, BANK OR (4) ACCESS COMPANY’S ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL ENTRIES INTO THE WEBSITE, ALL COMMUNICATIONS SENT, AND ALL USES OF THE SERVICES, THROUGH COMPANY’S SECURITY DEVICES WILL BE DEEMED TO BE ENTRIES, USES, AND COMMUNICATIONS AUTHORIZED BY COMPANY AND SHALL BE BINDING UPON COMPANY. COMPANY ASSUMES THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALL SECURITY DEVICES. Company acknowledges the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum, (a) notifying Bank immediately when any new person becomes a User or when any existing User stops being a User, (b) disabling access to the Website immediately for each User who stops being a User, and (c) not keeping, in any form or in any place, lists of Security Devices. 10.4. Company agrees to notify Bank immediately when Company becomes aware of any loss or theft of, or any unauthorized use of, any Security Device. Company also agrees to notify Bank immediately when Company becomes aware of any unauthorized entry into the Website. 11. Use of Certain Software to Access the Website. In using the Website, Company will be sending financial and other data as well as electronic messages directly to Bank or Bank’s subcontractor through the Internet. Company acknowledges that when the Internet, or 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 Website using only software, including, 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 log-on procedures established by Bank or its subcontractor that support such protocols. 12. Restricting or Terminating Access to the Website. In addition to, and not in substitution for, any provision in this Service Description or the other Service Documentation, Company understands and agrees neither Bank nor its subcontractor will in any way be obligated to permit Users access to the Service through the Website if (a) such use or access is inconsistent with any term or condition applicable to the Service or the Website or to the information to be accessed, (b) such use or access is not permitted by applicable state or federal law or regulation, (c) Bank has reasonable cause to believe that such use or access may not be authorized by Company 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 or Bank’s subcontractor. If the Service cannot be used through the Website, Bank will make reasonable efforts for the Service to be used by other means. Neither Bank nor its subcontractor shall have any liability to Company for any losses or damages Company may suffer or incur as a result of any such termination. 13. Decisioning Module. If Bank’s decisioning module is available to Company, and Company elects to it in connection with the Service, Company will be able to send instructions through the Website to Bank or its subcontractor as to how to process certain Remittances or Charge 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Authorizations which Bank classifies as either “processable suspend” or “unprocessable” (collectively, the “Unprocessable Items”). Company will have several options for instructions, as agreed upon in advance by Bank and Company. Such options may include one or more of the following: (i) apply the Unprocessable Item to a specific customer account, (ii) apply the Unprocessable Item to Company’s suspense account, (iii) reject the Unprocessable Item and have it placed in Company’s reject package, or (iv) direct Bank to issue a letter of pre-arranged content to the remitter of the Unprocessable Item. Each message related to the processing of an Unprocessable Item (a “Decisioning Instruction”) must be received by Bank or its subcontractor by the cutoff time for deposit or processing of such item which Bank and Company have mutually agreed upon during implementation of the Service. If no Decisioning Instruction is received by the specified deadline, the Unprocessable Item will be handled in accordance with the Processing Procedures or any other standing instructions applicable such items. Bank will have no liability or responsibility whatsoever for any keying errors, Company system issues, or misapplied payments resulting from Company’s Decisioning Instructions. 14. Customer Service. Any questions or problems that Company has with respect to the Service should be addressed to Bank’s customer service center at the telephone number and address separately disclosed to Company. 15. Claims, Legal Progress and Notices. If Bank receives any claim, notice, legal process or court order relating to the Charge Authorizations, the Remittances, the Lockbox or the Account, Bank will comply with it if Bank determines in its sole discretion that the legal process, legal notice or court order is legally binding on it. 16. Indemnification. Company agrees to indemnify Bank and its officers, directors, employees, agents and subcontractors (collectively, “Indemnified Parties”) and hold each of the Indemnified Parties harmless from and against any and all losses, liabilities, claims, damages, demands, obligations, actions, suits, judgments, penalties, costs or expenses, including, but not limited to, attorneys’ fees (collectively, “Losses and Liabilities”) which any one or more of the Indemnified Parties suffers or incurs in relation to (i) the processing of Charge Authorizations, (ii) any keying errors, Company system issues, or misapplied payments resulting from Company’s Decisioning Instructions, or (iii) any action taken by Bank or its subcontractor in response to a Decisioning Instruction, except to the extent that any such Losses and Liabilities are directly caused by Bank’s gross negligence or willful misconduct. 17. Limitation of Liability. Company understands and agrees that, absent manifest evidence of fraud, Bank is entitled to assume that each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor purporting on its face to give the Charge Authorization, and Bank will have no liability for processing such Authorization in accordance with the Processing Procedures. In addition to the other limitations on Bank’s liability contained in the Master Agreement, if Company incurs a material loss which results directly from Bank’s or its subcontractor’s negligence or breach in performing the Service and (i) if such negligence or breach is a failure to deposit any check which should have been deposited or to process any Charge Authorization which should have been processed, pursuant to this Service Description, the liability of Bank and its subcontractor shall be limited to direct money damages in an amount not to exceed interest on the amount of the check or the amount of the payment authorized under the Charge Authorization at a rate equal to the cost of funds (at a reserve adjusted daily interest rate which Bank will determine in good faith) for the time period such amount is not in the Account, which time period for the purpose of calculating the interest will not extend beyond the end of the thirty (30) calendar day notice period referred to in Section 7 of this Service Description, and (ii) if such negligence or breach results from any other action or failure to act by Bank or its subcontractor, the liability of Bank and its 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C subcontractor shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed the lesser of (A) three (3) times all the Service Fees charged or incurred in relation to the Service during the calendar month immediately preceding the calendar month in which the loss occurred (or, if no such fees were charged or incurred in the preceding month, such fees charged or incurred in the month in which the loss occurred), or (B) Two Hundred Thousand Dollars ($200,000.00). 18. Termination. Upon termination of the Service, Bank will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by Company for a period of three (3) months after the termination date, unless arranged otherwise between Company and Bank, with Service Fees with respect to such disposition based on Bank’s estimate being prepaid directly to Bank at the time of such termination in immediately available funds or by another payment method acceptable to Bank in its sole discretion. 19. Assignment. Notwithstanding anything to the contrary in the Agreement, the rights and obligations of Bank with respect to the Service shall be assignable to any successor in interest without restriction. 20. Instructions. Bank is authorized to act on any instructions received by Bank if (i) such instructions purport to be made in the name of Company, (ii) Bank reasonably believes that they are so made, and (iii) they do not conflict with the terms of this Service Description, including, but not limited to, the Processing Procedures, as such terms may be amended from time to time, unless the conflicting instructions are supported by a court order. 21. Authorized Persons. Any person identified by Company in the Lockbox Service Set-up Form or any certification, notice or other communication delivered to Bank may receive information, communications and notices regarding the Service, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Service. 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. 22. Software, Hardware and Backup Requirements. Upon notice from Bank of a failure of any software, hardware or other equipment necessary for Bank to perform in accordance with this Service Description, Company will as soon as reasonably possible deliver to Bank all data in Company’s possession or under its control which Bank reasonably requests in order for Bank to continue to provide the Service. 23. Survival. Sections 7, 8, 10, 12, 16, 17 and 23 of this Service Description will survive termination of the Service. 24. Terminology. As used in this Service Description and in the Agreement as applied to this Service, “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 lockbox activity and approximately the same number, size and diversity of lockbox customers. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C RETURNED ITEM DECISIONING SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Returned Item Decisioning service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. The Service. Using the Commercial Electronic Office® (CEO®) portal, Bank will notify Company of returned items to it account(s) during the period specified by Bank on each Banking Day. Returned items will be listed by the default disposition (redeposit or chargeback) selected by Company. Company will review items and accept or change each item’s disposition prior to the daily deadline specified by Bank. Returned items not accepted or changed by this deadline will be processed according to their default disposition. 3. Requirement for Service. Company shall have met requirements for receiving services offered through the CEO® portal, including the execution of any necessary documentation. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C RETURNED ITEM SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Returned Item service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Bank’s Returned Items Services. Bank’s Returned Item Services enable Company to have Bank (a) act as Company’s returned Item processor with respect to Items payable to Company that are presented to Bank or another financial institution for payment and returned to Bank unpaid (each, a “Returned Item”) in accordance with Company’s Special Instructions to Bank for Returned Items (“Special Instructions”) and (b) originate debits and report and process credits received for Company’s returned check fee (“Returned Item Service Fee Recovery”). Company will communicate its Special Instructions regarding Company’s Returned Items to Bank, and Bank will communicate to Company regarding the Services, using the media, format and communication channel(s) to which Company and Bank agree, seperately. 3. Conditions to Provision of Bank’s Service. As conditions to Bank’s provision of the Services, Company will at all times (a) maintain Company’s demand deposit account(s) at Bank (each, an “Account”) in good standing; (b) subscribe to Bank’s Commercial Electronic Office® (“CEO®”) Service; and (c) comply with all Rules Applicable to Bank’s Returned Item Services as set forth in this Service Description. 4. Rules Applicable to Bank’s Returned Item Services. Bank will provide its Services to Company in accordance with: 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 4.1. the Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and 4.2. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks (“Reg CC”), Federal Reserve Board Regulation E (“Reg E”) and, in the case of Bank’s Returned Item Service Fee Recovery Service when Bank originates an ACH entry on Company’s behalf, the National Automated Clearinghouse Association Operating Rules, as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member (together, the “NACHA Rules”), all as amended from time to time. 5. Special Instructions. Bank will process Company’s Returned Items in accordance with Company’s Special Instructions, unless Bank determines in Bank’s sole discretion that doing so with respect to a Returned Item would prevent Bank from effectively providing Bank’s Service to Company. 6. Bank’s Right to Chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to the account or to an account at another financial institution. 7. Returned Item Service Fee Recovery. Bank determines the state whose laws establish the maximum returned check fee that Company may assess a customer who issues a Returned Item to Company based on information about Company’s retail locations Company provides to Bank when Company enrolls in the Service and subsequently after Bank receives notice from Company regarding a location change in Company’s retail locations. If Company fails to provide information to Bank regarding a location change in a timely fashion, Bank will assess the lowest maximum fee permitted in the states for which Company has provided location information. 8. ACH Entries. 8.1. Payment Obligations; Settlement; Returned Debit Entries. In the case of Services for which Bank originates ACH debit entries on Company’s behalf, each credit to Company’s Account will be made on the applicable settlement date. Bank may charge Company’s Account for any debit, correcting or reversing entry which is later returned to Bank. Company authorizes Bank upon prior oral or written notice to Company to place a hold on an equal amount of funds in Company’s Account or to take any other action Bank deems appropriate to ensure Bank receives payment for any debit, correcting or reversing entry which is later returned to Bank. 8.2. Reimbursement. Company will reimburse Bank for any loss or expense Bank incurs, including reasonable attorney's fees and legal expenses, as the result of (a) a breach of any warranty Bank makes under the NACHA Rules in connection with providing the Services to Company, (b) a breach of any representation or warranty that Company makes in this Service Description, or (c) an action Company asks Bank to take in connection with Bank’s providing the Services to 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C © 2014 Wells Fargo Bank, N.A. All rights reserved. Company. Company authorizes Bank to recover any such amount by debit to any account Company owns in whole or in part at Bank or any affiliate of Bank. 9. Company’s Representations and Warranties. Company represents and warrants to Bank that: 9.1. The information about Company’s retail locations that Company provides to Bank in accordance with section 7 is accurate. 9.2. Company has received and will maintain current copies of the Rules Applicable to Services including without limitation Reg CC, Reg E and the NACHA Rules and is in compliance therewith. 10. Company’s Agreement to Indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 10, “Indemnified Persons”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to: 10.1. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation including without limitation Company’s obligation to provide Bank with information about Company’s locations. 10.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation; 10.3. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank’s Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company’s obligations under the Service Documentation; and 10.4. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank’s Services under this Service Description, any failure by Bank to assess the correct Returned Item Service fee based and any delay in the return of any Returned Item. 11. Bank’s Assessment of Services. Company agrees Bank may at any time or times modify this Service Description upon notice to Company, and the Service Description as modified will supersede this Addendum and be binding upon Company. 12. Survival. Sections 6, 7, 8, 9, and 10 of this Service Description will survive termination of the Service. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C SMART DECISION® SERVICE DESCRIPTION 1. Introduction. This Service Description and the other Service Documentation as defined in the Master Agreement for Treasury Management Services between Wells Fargo Bank, N.A. (“Bank”), and the Company identified in the signature block of the Acceptance of Services (“Company”) between Company and Bank govern Bank’s Smart Decision Service (“Service”). 2. Description of Service. ank will process for credit to each account at Bank that Company enrolls in the Service (“Account”) checks or other instruments payable to Company (each, an “Item”) that Company delivers to Bank via the depository channels through which Bank offers the Service. These depository channels include (a) electronic channels through which Company transmits electronic files of electronic images of Items (each, an “Electronic Image”) and other information (collectively, the “Electronic File”) and (b) other channels through which Bank accepts Items for processing. Bank will convert each eligible Electronic Image and each eligible Item to an automated clearing house (“ACH”) debit entry ( each, an “Entry”) on the deposit account on which it was drawn or otherwise process the Electronic Image in accordance with the separate Service Documentation governing the electronic depository channel Company uses to deliver the Electronic Image to Bank or process the original Item in accordance with Bank’s Commercial Account Agreement. 3. Rules Applicable to the Service. Bank will provide the Service to Company in accordance with 3.1. This Service Description; 3.2. the Service Documentation; and 3.3. the National Automated Clearinghouse Association Operating Rules, as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member and Federal Reserve Board Regulation E (“Regulation E”) (together, the “ACH Rules”). If Bank processes an Item as an Entry, Bank is the originating depository financial institution (“ODFI”), Company is the “Originator,” and the person issuing the Paper Item is the “Receiver,” as these terms are defined in the ACH Rules. In the event of a conflict between this Service Description and the other Service Documentation, this Service Description will control. 4. Conditions to Provision of the Service. As conditions to Bank’s provision of the Service, Company will at all times (a) subscribe to Bank’s Commercial Electronic Office® (“CEO®”) Service, (b) maintain each Account in good standing, and (c) comply with the Rules Applicable to the Service. 5. Preferences. A Preference is a criterion Bank uses to determine the means Bank will use to process an Item. Each Business Day, Bank will process Company’s Electronic File and Items in accordance with Company Preferences and Preferences from the issuer of an Item (each, an “Issuer Preference”) that Bank has on file as of Bank’s Cut-Off Time on the prior Business Day. If a Company Preference or an Issuer Preference conflicts with a Bank Preference with respect to an Electronic Image or an Item, Bank will process the Electronic Image or Item in accordance with the Bank Preference. 6. Payment Obligations; Provisional Credit, Settlement; Returned Debit Entries. When Bank processes an Electronic Image or an Item as an Entry, Bank will credit Company’s Account for the Entry on the applicable settlement date. A credit to Company’s Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement for the Entry, Bank may debit Company’s Account or any other accounts Company owns in whole or in part 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C at Bank or any affiliate of Bank for the amount of the Entry. When Bank process an Electronic Image in accordance with the applicable Service Documentation, Bank will credit Company’s Account for the Electronic Image and process any chargeback related to the Electronic Image in accordance with that Service Documentation. When Bank processes the original Item in accordance with Bank’s Commercial Account Agreement, Bank will credit Company’s Account for the Item and process any chargeback related to it in accordance with the Account Agreement. Company will pay Bank for any shortfall remaining after such debit or chargeback immediately upon demand. 7. Bank’s Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-pattern or suspect transactions and protect Company and Bank from potential losses. These parameters may include without limitation limits on Company’s debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank reserves the right to pend or delete an Entry or file exceeding the applicable parameters as Bank would if Bank had reason to believe the Entry or file had not been duly authorized or should not be honored for Company’s or Bank’s protection. 8. Third-Party Sender Activities. If Company is a Third-Party Sender, as defined by the ACH Rules, this Section will apply to Company’s use of Bank’s Services. 8.1. Prior to originating any Entry on behalf of a customer of Company (“Customer”), Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of the business of that Customer including without limitation the name, TIN, business activity and geographic location of that Customer; (c) if specifically required by Bank, obtain Bank’s written approval to initiate or continue to initiate Entries for that Customer, which approval Bank may rescind upon written notice to Company; and (d) enter into a written agreement with that Customer in which that Customer agrees: 8.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time; 8.1.2. Entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 8.1.3. to grant Bank ongoing access to audit it and any ACH file that it has transmitted to Company for transmission to Bank; and 8.1.4. Bank may at any time refuse to process an Entry for that customer. 8.2. Company represents and warrants to Bank that Company (a) has conducted due diligence with respect to each Customer for which Company is originating transactions through Bank and determined that each Customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such Customer is originating is normal and expected for the Customer’s type of business; and (b) will, in accordance with reasonable commercial standards, monitor each Customer’s business and transactions on an ongoing basis and notify Bank immediately if Company identifies any unusual activity. 9. Company’s Representations and Warranties. Company represents and warrants to Bank that: 9.1. Company will transmit to Bank only Electronic Images that are suitable for processing, including, but not limited to, Electronic Images that are legible and contain machine-readable MICR data. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 9.2. Company will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company that the Electronic Image is not legible or contains MICR data that is not machine readable. 9.3. Company has received copies of the Rules Applicable to the Service including without limitation the then-current ACH Rules and Reg E and will comply therewith at all times that Bank provides the Service. 10. Company’s Agreement to Indemnify Bank. Without limiting the indemnification provisions contained in the other Service Documentation, Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this Paragraph 10, “Indemnitees”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to the following (except for Losses and Liabilities arising directly or indirectly from or related to Bank’s own gross negligence or intentional misconduct): 10.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and properly dispose of original Items for which Company has transmitted an Electronic File to Bank in which event Losses and Liabilities will include consequential damages; 10.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; 10.3. The violation of any applicable law, statute, or regulation in the performance of Company’s obligations under this Service Description; and 10.4. A breach of any warranty Bank makes under the ACH Rules. 10.5. Bank presenting an Electronic Item to the paying bank for payment. 11. Survival. Paragraphs 6, 8 and 10 will survive termination of the Service. © 2010 Wells Fargo Bank, N.A. All rights reserved 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C TARGET BALANCE ACCOUNT SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Target Balance Account service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. If Company maintains multiple accounts at Bank, Company may designate in writing one such account as its "Principal Account" and one or more additional accounts as "Target Balance Accounts". For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company wishes to maintain in such account (the "Target Balance"). At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. If the applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an overdraft or exceed the Collected Balance then on deposit in the Principal Account. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WellsTAX® SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) WellsTAX service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. With the Service, Company may transfer funds (each, a “Transfer”) from its deposit account(s) with Bank (each, an “Account”) to pay its federal payroll taxes to the Internal Revenue Service (“IRS”) and to pay certain other federal, state or other taxes listed from time to time in the WellsTAX User Guide. 3. Means for initiating Transfers. Bank will originate Transfers from Company’s Account(s) (each, a “Credit Entry”) to third parties’ (each a, “Receiver”) accounts using the automated clearing house (“ACH”) system. All Transfers will be made in accordance with the terms of this Service Description and, where applicable, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). 4. Procedures for Initiating Transfers. Company may initiate Transfers using Bank’s Commercial Electronic Office® (“CEO”®) service or a touch-tone telephone. In order to initiate a Transfer, Company must use an access code, user name, password, token and/or other secure protocol (collectively referred to as “Security Credentials”). 5. Security Procedures. 5.1. Company will manage and control the access to the Service by means of its Security Credentials. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5.2. Company assumes the entire responsibility at all times for the supervision, management, control and confidentiality of its Security Credentials and the fraudulent or unauthorized thereof. Company understands the failure to protect its Security Credentials may allow an unauthorized person or entity to access the Service. Company agrees to develop and put in place internal procedures to limit this risk, including, without limitation, (a) changing the password at least once every 90 days, (b) disabling access for each person who is no longer authorized by Company to access the Service, and (c) protecting the confidentiality of the Security Credentials. Company also agrees to notify Bank immediately if it knows or suspects that the confidentiality of its Security Credentials has been breached. 5.3. Company agrees that all persons or entities employed by Company to prepare, process or transmit Company’s Credit Entries to Bank will be deemed Company agents and will be subject to the same requirements as Company under this Service Description, including, among other things, compliance with the Security Procedures and the NACHA Rules. 6. Accuracy of Data. Company will provide to Bank the data and information necessary to enable Bank to inform the government agency or entity to be paid of the payment of the tax within the time period required by any rule or regulation governing the payment. Company authorizes Bank to rely on the accuracy of such data and information furnished by it. 7. Transfer Deadline. Any Transfer initiated on any Business Day (a day on which Bank is open to provide the Service, other than Saturdays, Sundays or federal holidays) after the cutoff hour Bank establishes, or any time on a non-Business Day, will be deemed initiated on the following Business Day. Transfers must be initiated by the applicable deadline (“Transfer Initiation Deadline”) as follows: Transfers to a taxing authority must be initiated at least one Business Day prior to the date payment is due to the taxing authority. 8. Authorized Reporting Agent. In performing the Service, Bank is acting as Company’s authorized reporting agent. If Company is a taxpayer mandated by federal law to make FTD payments and submit FTD information through the EFT system, Bank will make Company payments as FTD payments and submit Company payment information through the EFT system, regardless of Company’s designation to the contrary. 9. Acceptance of Transfer Requests. 9.1. The Security Procedures describe the steps to be taken to attempt to prevent unauthorized Credit Entries. Company agrees to be bound by any Credit Entry authorized or transmitted by Company or made in Company’s name and accepted by Bank in good faith and in compliance with the Security Procedures, even if not properly authorized by Company. If Bank takes any actions beyond those described in the Security Procedures in an attempt to detect an unauthorized Credit Entry or to detect errors in the transmission or content of a Credit Entry, Company agrees that no matter how many times Bank takes these actions (a) they will not become part of the Security Procedures; and (b) Bank will not be liable in any situation for failing to take or correctly perform these actions. Without limiting Bank’s general right to reject entries or files under the NACHA Rules, Bank may reject any entry or file which does not comply with the requirements in this Service Description, the NACHA Rules or the Security Procedures, or with respect to which payment is not made in accordance with this 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Section 9. A request for a Transfer may be delayed or may not be accepted by Bank if the Transfer would exceed the available funds in the Account on the Transfer Initiation Deadline, cause Bank to violate any applicable laws or regulations, or cause Bank to exceed any limitation on its intra-day net funds position established in accordance with Federal Reserve or other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control program. If Bank does not accept a request for a Transfer or must delay making a requested Transfer, Bank will attempt to notify Company. 9.2. Company agrees to pay Bank, in immediately available funds, an amount equal to the full amount of the requested Transfer. Each such payment must be received by Bank on the date of initiation, which must be on or before the Transfer Initiation Deadline. Company expressly authorizes Bank to debit the Account for the total amount of such Transfer on the date of initiation. 9.3. If Bank rejects a Credit Entry Company has requested, Bank will endeavor to notify Company promptly on or before its scheduled Settlement Date, but Bank will have no liability to Company for any such rejection or for any loss resulting from Bank’s failure to provide such notice. 9.4. Bank may process Company’s Credit Entries either directly or through any mechanism it selects. Company represents and warrants with respect to each Credit Entry that Bank originates for Company that on its Effective Entry Date, on the date it is originated, and on the dates Bank debits the Account for the Credit Entry, (a) each Receiver has authorized the crediting of its account, and (b) each Credit Entry is in all other respects properly authorized. Company agrees to indemnify Bank for any losses, liabilities, costs or expenses Bank suffers or incurs as a result of any breach of these representations and warranties. 9.5. Bank will determine the funds transfer system or other third party communications systems and the means by which each Credit Entry will be originated. 9.6. Any instruction attempting to restrict Bank’s acceptance of Company’s Credit Entries or to reverse or delete any Credit Entry must be made in accordance with this Service Description and where applicable, the NACHA Rules. At Company’s request, Bank will make reasonable efforts to reverse or delete a Credit Entry, but Bank will have no responsibility for the failure of any other person or entity to comply with Company’s request. 10. No Verification of Transfer Requests. Bank is under no obligation whatsoever at any time to verify any Transfer request, and will have no liability for failing to investigate or verify any Transfer request. 11. Confirmations. Bank will confirm each Transfer by an entry on Company’s account statement that Company will receive at regular intervals (or on any bank information reporting service that Bank provides Company). Company must immediately inform Bank of any Transfer that is incorrect or not authorized by Company. 12. Debits to Accounts for Transfers. Company hereby authorizes Bank to debit the Account for all Transfers made by Bank from such Account. Company agrees to maintain in each Account at all times good and sufficient funds to cover all Transfers out of such Account. If sufficient good funds are not maintained in an Account to cover fully a Transfer out of such Account, Bank 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C will have no obligation to perform the Service for Company or to make any Transfer out of such Account for Company even if Company has instructed Bank to do so. 13. Amendments and Cancellations of Transfer Requests. After Bank has made a Transfer, it cannot be canceled, amended or reversed. 14. Records, Information and Audits. Company agrees to determine promptly the accuracy of all records and information regarding the Service or any Transfer delivered by Bank to Company and to notify Bank immediately of any errors in such records or information. Nothing in this Service Description will relieve Company from (a) any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or (b) any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to Company’s business. 15. Responsibility for Paying Taxes. Any interruption in the Service will not relieve Company of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and Bank will have no liability to Company for any 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. Survival. Sections 9.4. and 10 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WIRE TRANSFER SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) Wire Transfer service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of the Service. The Service enables Company to instruct Bank to transfer funds in accordance with Article 4A of the Uniform Commercial Code as amended from time to time (“UCC 4A”) and the rules and regulations of any funds transfer system Bank uses to effect the transfer. In this Service Description, an instruction to Bank (including any communication cancelling or amending an instruction) in Company’s name to transfer funds from Company’s account at Bank or Bank’s affiliate (each, an “Account”) is a “Payment Order” (as defined in UCC4A). Section 5 of this Service Description describes (a) the means Bank offers to Company for transmitting Payment Orders to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a “Security Procedure”). 3. Preparation of Payment Orders; Processing Schedules. Company will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank’s then current processing schedule and any instructions Company furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank’s applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank’s applicable cutoff time on Bank’s next Business Day. A “Business Day” is every day except Saturday, Sunday, and federal holidays. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 4. Inconsistency of Name and Number. If a Payment Order describes the person to receive the funds that are the subject of the Payment Orders both by name and identifying number, Bank may execute the Payment Order on the basis of the identifying number, even if the number identifies a person different from the named person. If a Payment Order describes a financial institution both by name and identification number, the identification number may be relied upon to identify the financial institution, even if the identification number refers to a financial institution other than the named financial institution. 5. Initiation Methods and Security Procedures. This section lists the Initiation Methods and Security Procedures Bank offers for wire transfers. Company’s elections regarding Initiation Methods and Security Procedures is/are set forth in the Acceptance. 5.1. Commercial Electronic Office® (CEO®) Initiation Method. The CEO® portal is Bank’s electronic banking portal that is accessed via the Internet. The CEO® security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Bank’s standard CEO® security procedures also include dual custody for select, high-risk wire transfer activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. 5.2. Payment Manager® Initiation Method. Secure Application File Exchange Transmission (“SAFE-T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). Machine-to-Machine (“M2M”). This transmission method may use an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages; or it may use other formats and protocols such as JSON and REST. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). IBM® Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to Connect:Direct® to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Connect:Direct® is a registered trademark of Sterling Commerce, Inc., an IBM company. Value-Added Network (“VAN”). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment Order transmitted to Bank through the VAN in Company’s name. SWIFT® File Act. SWIFT has established procedures for controlling access to SWIFT messaging services (each, an “Access Control”) that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C transmission of SWIFT messages between them as SWIFT requires from time to time. 5.3. Voice Initiation Method. Bank's voice initiation security procedure consists of confirming (a) the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders and (b) the voice print provided when placing a Payment Order matches the voice print registered for the PIN holder. 5.4. SWIFT® (FIN) Initiation Method. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5.5. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Acceptance. 6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of Company at Bank or an affiliate) even if a debit results in an overdraft on the execution date (as defined in UCC4A). Company will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 7. Company’s Duty to Report Erroneous or Unauthorized Tranfer Instructions. Company will exercise ordinary care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding fourteen (14) days after Company receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Company will be liable to Bank for the loss Bank incurs as a result of Company’s failure to act in accordance with this section. 8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for a rejected Payment Order or any loss resulting from Bank’s failure to provide notice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Company, except Bank may, at Company’s request, make an effort to effect such cancellation, amendment or reversal without incuring any liability for its failure or inability to do so. 10. International Wire Transfers. A Payment Order expressed in U.S. Dollars will be sent in U.S. Dollars. Company may request that prior to executing a Payment Order, Bank convert 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 sell rate for exchange in effect on the date Bank executes the Payment Order. If the financial institution designated to receive the funds does not pay the beneficiary specified in a Payment Order payable in Foreign Currency and the funds are returned to Bank, Bank will not be liable for a sum in excess of the value of the funds after they have been converted from Foreign Currency to U.S. Dollars at Bank’s buy rate for exchange at the time the cancellation of the Payment Order is confirmed by Bank. Bank will not be liable for any failure or delay by any financial institution or other third party in the designated foreign country in executing or failing to execute any Payment Order Bank transmits to a foreign country. 11. Drawdown Requests. A “drawdown request” is an instruction from Company to another depository institution to debit (a) an account at that institution and transfer the funds to Bank (each, an “outgoing drawdown request”) or (b) the Account and transfer the funds to that institution (each, an “incoming drawdown request”). In this Service Description, “Payment Order” includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Company separately provides in writing. The authority to execute the incoming drawdown request will 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C continue until Bank receives express written notice from Company that such authority is revoked. 12. Limitation of Bank’s Liability. If Bank executes Company’s Payment Order by sending instructions to another financial institution, Bank may send the payment order by any transmission method and by any route Bank in its sole discretion considers reasonable. Bank will not be liable for any third party’s failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after Bank has received confirmation of the effective cancellation of the Payment Order and Bank is in free possession of the funds debited or earmarked in connection with the Payment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order, Bank’s sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If Bank executes a Payment Order in excess of the amount stated in the Payment Order, to the extent Company does not receive the benefit of the Payment Order, Bank will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, Bank will be liable for the amount of interest Company 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 Payment Order issued or received under this Service Description. 13. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive the termination of Services. © 2014 Wells Fargo Bank, N.A. All rights reserved. 5962 EXHIBIT J DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 Exhibit K INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. Contractor shall be solely responsible for any deductible or self-insured retention. Liability policies shall be endorsed to provide the following: Include as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice from the Contractor should any of the policies described on the certificate be cancelled or materially changed that results in noncompliance with the insurance requirements outlined herein before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Contract# 5962 Exhibit L Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The City of Denton Response to Request for Proposals RFP No. 5962 December 17, 2015 Submitted by: Wells Fargo Bank N.A. Government & Institutional Banking 1445 Ross Avenue 23rd Floor, Suite 2314 Dallas, Texas 75202-2812 Aaron Cook Relationship Manager 214-661-1245 aaron.cook@wellsfargo.com Kathryn C. Kendrick, Vice President Treasury Management Sales Consultant 303-863-6257 kathryn.kendrick@wellsfargo.com 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C December 15, 2015 Karen E. Smith City of Denton Assistant Purchasing Manager 901-B Texas Street Denton, TX 76209 Dear Ms. Smith, Wells Fargo is pleased to provide our response to the City of Denton’s Request for Proposal RFP #5962. Wells Fargo is proud to have served as the City’s depository bank and remains committed to a relationship built on high standards, collaborative thought process, and innovation. We will continue to work closely with all of the Wells Fargo partners to continue to deliver products and services backed by financial strength, technology and a commitment to service excellence. Within this proposal, we are offering the following: An earnings credit rate (ECR) of 0.25% A waiver of one month of account analysis fees (up to $10,000) annually during the term of the contract. Your Wells Fargo team brings a combination of local relationship management and national product leadership. We will continue to provide ongoing consultative services and creative solutions to enhance your current structure and improve overall efficiencies. Our promise is to meet or exceed your expectations. Your dedicated team has 79 years of combined banking experience and consists of the following individuals: Government relationship manager, Aaron Cook Treasury management sales consultant, Kathy Kendrick Treasury management sales associate, Mary Beth Benton Fixed income sales, Chuck Landry Relationship associate, Jennifer Foster We appreciate the opportunity to present our qualifications and look forward to working with you. If you have any questions about this proposal please contact me directly. Sincerely, Aaron P. Cook, Vice President 214-661-1245 aaron.cook@wellsfargo.com 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Exhibit 1: Pricing Sheet for Bank Depository and Electronic Check Processing Services Line # AFP Code Description 12 Mo. Avg. Dollar Volume 12 Mo. Avg. 12 Mo.x Service Fee per Item Servic e Fee perce ntage = Estimated Annual Cost COMMENTS 1 400052 ARP DATA QUERY REPORT MTHLY BASE 1 12 x 10.00000 =120.00$ 2 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM 11,051 12 x 0.01000 =1,326.12$ 3 400052 ARP STMTS & RPTS (CSV/EXCEL) BASE 1 12 x 10.00000 =120.00$ 4 200200 ARP CEO REGISTER INPUT - ITEM 28 12 x 0.05000 =16.80$ 5 150310 ARP ITEM PAID NO ISSUE INFO - ITEM 1 12 x 0.50000 =6.00$ 6 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 2,169 12 x 0.00500 =130.14$ 7 200201 ARP FULL RECON-ITEM 1,065 12 x 0.02000 =255.60$ 8 200210 ARP MANUAL INPUT ISSUE INFO - ITEM 1 12 x 0.50000 =6.00$ 9 200010 ARP MONTHLY BASE - FULL 1 12 x 10.00000 =120.00$ 10 200020 ARP MONTHLY BASE - PARTIAL 2 12 x 10.00000 =240.00$ 11 200310 ARP OPTIONAL REPORTS 3 12 x 2.50000 =90.00$ 12 200301 ARP OUTPUT - TRANSMISSION 1 12 x 5.00000 =60.00$ 13 200305 CEO ARP STMT & RPTS MONTHLY BASE 3 12 x 0.50000 =18.00$ 14 100610 DEPOSIT LOCATION REPORTING - ITEM 1,828 12 x 0.01000 =219.36$ 15 200100 OUTGOING TRANSMISSION - PER ITEM 3,671 12 x 0.00500 =220.26$ 16 250400 ACH CEO RETURN SUBSCRIPTION - ITEM 232 12 x 0.14000 =389.76$ 17 250400 ACH CEO RETURN SUBSCRIPTION-ACCOUNT 9 12 x 5.00000 =540.00$ 18 250000 ACH MONTHLY BASE 8 12 x 20.00000 =1,920.00$ 19 250102 ACH ONE DAY ITEM 8,745 12 x 0.04000 =4,197.60$ 20 250102 ACH TWO DAY ITEM 3,979 12 x 0.04000 =1,909.92$ 21 250102 ACH SAME DAY 1,386 12 x 0.04000 =665.28$ 22 250120 ACH ORIGINATED - ADDENDA REC 2,213 12 x 0.00500 =132.78$ 23 250202 ACH RECEIVED ITEM 1,132 12 x 0.04000 =543.36$ 24 250302 ACH RET ITEM-INFO REPORTING ADVICE 134 12 x 0.25000 =402.00$ 25 250501 ACH TRANSMISSION CHARGE 57 12 x 2.00000 =1,368.00$ 26 250642 ACH REVERSAL - ITEM 1 12 x 1.00000 =12.00$ 27 250620 ACH DELETE/REVERSE - BATCH/FILE 1 12 x 10.00000 =120.00$ 28 251070 ACH WELLS FARGO NOC - INFO RPT ADVICE 6 12 x 0.25000 =18.00$ 29 250302 ACH NOC - INFO REPORTING ADVICE 19 12 x 0.25000 =57.00$ 30 250703 ACH CEO SUBSCRIPTION - ACCOUNT 13 12 x 5.00000 =780.00$ 31 250703 ACH CEO SUBSCRIPTION - ITEM 44 12 x 0.05000 =26.40$ 32 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 4 12 x 5.00000 =240.00$ 33 251050 ACH CEO FRAUD FILTER STOP MTHLYBASE 1 12 x 5.00000 =60.00$ 34 251053 ACH CEO FRAUD FILTER REVIEW - ITEM - 12 x 0.50000 =-$ 35 100015 CASH DEP/$1 VER AT TELLER WINDOW 4,858 12 x 0.00150 =87.44$ 36 100140 CHANGE ORDER CHARGE-BRANCH/STORE 6 12 x 4.00000 =288.00$ 37 100144 ROLLED COIN ORDERED - BRANCH/STORE 23 12 x 0.17500 =48.30$ 38 100048 CURRENCY ORDERED/$1 - BRANCH/STORE 843 12 x 0.00150 =15.17$ 39 100110 VAULT DEPOSITED COIN - ROLLED 1 12 x 0.10000 =1.20$ 40 100015 MISCELLANEOUS CREDITS POSTED 15 12 x 1.50000 =270.00$ 41 100015 STORE/NIGHT DROP DEPOSIT 19 12 x 1.50000 =342.00$ 42 019999 PAYEE VALID NON ACCT HLDER-CHK CASH 8 12 x 5.00000 =480.00$ 43 100100 CASH VAULT DEPOSIT CASH AND CHECK 195 12 x 1.50000 =3,510.00$ 44 100100 CV CASH ONLY OR CHECK ONLY DEPOSIT 460 12 x 1.50000 =8,280.00$ 45 100141 CASH VAULT CASH ORDERS-CEO 3 12 x 4.00000 =144.00$ 46 100146 CASH VAULT COIN FURNISHED-STD BOX 1 12 x 3.00000 =36.00$ 47 100148 CASH VAULT CURRENCY FURN-NONSTD 46 12 x 0.00100 =0.55$ 48 100199 CASH VAULT CURRENCY FURNISHED 2,233 12 x 0.00100 =26.80$ 49 100199 CASH VAULT CURRENCY/COIN DEPOSITED 673,145 12 x 0.00040 =3,231.10$ 50 100501 CASH VAULT DEPOSIT ADJUSTMENT 4 12 x 8.00000 =384.00$ 51 100100 CASH VAULT MONTHLY BASE 22 12 x 10.00000 =2,640.00$ 52 100701 CASH VAULT TRANS RECAP RPT-EMAIL 3 12 x 15.00000 =540.00$ Below is the City's average bank depository activity over the past 12 months. Please indicate the cost for providing each of these services on a per-item basis in the yellow color cells. The formula entered for the estimated annual cost will calculate the cost using the 12-month average x fee per item x 12 months. If appropriate, identify any other services not listed and their associated costs. Any service not appearing or which does not have a fee indicated on the Proposal Form will be considered free of charge in the bank depository contract. ACCOUNT RECONCILEMENT AUTOMATED CLEARING HOUSE CASH SERVICES CASH VAULT 1 of 4 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Line # AFP Code Description 12 Mo. Avg. Dollar Volume 12 Mo. Avg. 12 Mo.x Service Fee per Item Servic e Fee perce ntage = Estimated Annual Cost COMMENTS 53 150220 CONT DISB CASHED CHECK-FLOAT FEE 63 12 x 0.00000 =-$ 54 150300 MICR REJECTS>1% THRU 2% 8 12 x 0.05000 =4.80$ 55 150300 MICR REJECTS OVER 2% 3 12 x 0.50000 =18.00$ 56 150700 CEO CONT DISB SUBSCRIPTION BASE 1 12 x 5.00000 =60.00$ 57 150000 CONT DISB ACCT MAINT W/CXSTR 1 12 x 25.00000 =300.00$ 58 150110 CONT DISB CHECKS PAID 1,001 12 x 0.05000 =600.60$ 59 010101 CONT DISB CREDITS POSTED 21 12 x 0.05000 =12.60$ 60 100220 DESKTOP DEPOSIT - WFARGO DEPOSIT ITEM (FIRE EMS) 25 12 x 0.05000 =15.00$ 61 100224 DESKTOP DEPOSIT - NON WFRAGO DEP ITEM (FIRE EMS) 225 12 x 0.05000 =135.00$ 62 100220 ELECTRONIC DEPOSIT - CHECK WFB (UTILITY BILLING) 228 12 x 0.05000 =136.80$ 63 100224 ELECTRONIC DEPOSIT - CHECK NON WFB (UTILITY BILLING) 888 12 x 0.05000 =532.80$ 64 40023Z ED DISCRETIONARY DATA-ITEM-STD (UTILITY BILLING) 10,804 12 x 0.01000 =1,296.48$ 65 100230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT (UTILITY BILLING) 1 12 x 15.00000 =180.00$ 66 100230 ELECTRONIC DEPOSIT - SUSPECT REVIEW (UTILITY BILLING) 4 12 x 1.00000 =48.00$ 67 151352 DESKTOP DEPOSIT IMAGES RETRIEVED - 12 x 0.10000 =-$ 68 400003 DESKTOP DEPOSIT MONTHLY BASE - 12 x 10.00000 =-$ monthly volume added 69 010101 DESKTOP DEPOSIT CREDIT POSTED - 12 x 0.50000 =-$ 70 409999 DESKTOP DEPOSIT DISCRETIONARY DATA - 12 x 0.05000 =-$ 71 400231 DESKTOP DEPOSIT REPORT PER ITEM - 12 x 0.05000 =-$ 72 059999 E-BOX DAILY DETAIL RPT - PER PAGE 245 12 x 0.50000 =1,470.00$ 73 059999 E-BOX OPERATIONS MANUAL RETURN 1 12 x 1.00000 =12.00$ 74 059999 E-BOX PAYMENT RETURN 11 12 x 0.25000 =33.00$ 75 300099 E-BOX PAYMENT 5,618 12 x 0.10000 =6,741.60$ 76 050030 E-BOX DAILY DETAIL REPORT-MO BASE 1 12 x 50.00000 =600.00$ 77 050030 E-BOX MONTHLY MAINT (W/CROSS REF) 1 12 x 100.00000 =1,200.00$ 78 050030 E-BOX POSITIVE FILE MONTHLY BASE 1 12 x 75.00000 =900.00$ 79 050030 E-BOX REPORTING PACKAGE MTHLY BASE 1 12 x 50.00000 =600.00$ 80 010000 ACCOUNT MAINTENANCE-CHEXSTOR 4 12 x 10.00000 =480.00$ 81 010020 ZERO BALANCE MASTER ACCOUNT MAINT 1 12 x 5.00000 =60.00$ 82 010021 ZERO BALANCE MONTHLY BASE 3 12 x 5.00000 =180.00$ 83 010100 DEBITS POSTED 331 12 x 0.10000 =397.20$ 84 250201 ELECTRONIC CREDITS POSTED 1,412 12 x 0.05000 =847.20$ 85 010310 DDA STATEMENT - PAPER 2 12 x 10.00000 =240.00$ 86 010410 CLIENT ANALYSIS STATEMENT-PAPER 1 12 x 5.00000 =60.00$ 87 1063 BANK CONFIRMATION AUDIT REQUEST - 12 x 65.00000 =-$ 88 150412 STOP PAYMENT - AUTO RENEWAL 1 12 x 1.00000 =12.00$ 89 150240 PYMT AUTH MAX CHECK MTHLY BASE 1 12 x 5.00000 =60.00$ 90 350402 WIRE DETAIL RPT SUBSCRIPTION-ACCT 1 12 x 4.00000 =48.00$ 91 350402 WIRE DETAIL RPT SUBSCRIPTION-ITEM 2 12 x 0.05000 =1.20$ 92 359999 WIRE MONTHLY DDA BASE - VOICE 2 12 x 2.50000 =60.00$ 93 359999 WIRE SECURITY MONTHLY BASE 5 12 x 1.00000 =60.00$ 94 350300 WIRE IN DOMESTIC 8 12 x 2.50000 =240.00$ 95 350104 WIRE-OUTGOING DOMESTIC-CEO 31 12 x 2.50000 =930.00$ 96 300524 CEO EDI PMT DETAIL - ADDENDA ITEM 397 12 x 0.05000 =238.20$ 97 300524 CEO EDI PMT DETAIL - ITEM 319 12 x 0.05000 =191.40$ 98 300524 CEO EDI PMT DETAIL SUBSC MO BASE 2 12 x 20.00000 =480.00$ 99 151399 WELLSIMAGE PAID CHECK PER ITEM 998 12 x 0.10000 =1,197.60$ 100 151352 ONLINE IMAGE VIEW < 90 DAYS - ITEM 14 12 x 0.50000 =84.00$ 101 151352 ONLINE IMAGE VIEW > 90 DAYS - ITEM 10 12 x 0.50000 =60.00$ 102 151350 WELLSIMAGE PAID CHECK MONTHLY BASE 1 12 x 10.00000 =120.00$ 103 151353 WELLSIMAGE PAID CHECK DELUXE-ITEM 998 12 x 0.01000 =119.76$ 104 151353 WELLSIMAGE PAID CHECK PER CD 1 12 x 15.00000 =180.00$ 105 150400 CEO SEARCH 60 12 x 0.50000 =360.00$ IMAGE DELIVERY EDI (ELECTRONIC DATA INTERCHANGE) REPORTING CONTROLLED DISBURSEMENT EBOX GENERAL SERVICES GLOBAL WIRE TRANSFER DESKTOP DEPOSIT/ELECTRONIC CHECK (REMOTE DEPOSIT CAPTURE) INFORMATION REPORTING 2 of 4 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Line # AFP Code Description 12 Mo. Avg. Dollar Volume 12 Mo. Avg. 12 Mo.x Service Fee per Item Servic e Fee perce ntage = Estimated Annual Cost COMMENTS 106 4002ZZ CEO EVENT MESSAGING SERVICE - EMAIL 497 12 x 0.05000 =298.20$ 107 400224 CEO INTRADAY ITEM VIEWED 1,853 12 x 0.05000 =1,111.80$ 108 400003 CEO INTRADAY SUBSCRIPTION MTHLYBASE 5 12 x 10.00000 =600.00$ 109 400271 CEO PREV DAY EXP DESC - PER ITEM 62 12 x 0.10000 =74.40$ 110 400000 CEO PREV DAY SUBSCRIPTION MTHLYBASE 5 12 x 10.00000 =600.00$ 111 400001 CEO PREVIOUS DAY ITEM LOADED 3,532 12 x 0.05000 =2,119.20$ 112 400800 ELECTRONIC WINDOW EXTENDED STOR 120 5,032 12 x 0.01000 =603.84$ 113 400800 ELECTRONIC WINDOW EXTENDED STOR 90 1,266 12 x 0.01000 =151.92$ 114 409999 INFOFAX RETURN MONTHLY BASE 4 12 x 10.00000 =480.00$ 115 050010 RTLBX MONTHLY BASE 1 12 x 200.00000 =2,400.00$ 116 05023A RTLBX CASH PAYMENT 1 12 x 3.00000 =36.00$ 117 050010 RTLBX CDM MONTHLY BASE 1 12 x 250.00000 =3,000.00$ 118 050530 RTLBX CDM PAYMENT 111 12 x 0.30000 =399.60$ 119 050232 RTLBX CHECK AND LIST 728 12 x 0.30000 =2,620.80$ 120 050203 RTLBX CHECK ONLY PAYMENT 661 12 x 0.30000 =2,379.60$ 121 050401 RTLBX DATA TRANSMISSION MTHLY BASE 1 12 x 250.00000 =3,000.00$ 122 050412 RTLBX EXPRESS MAIL 194 12 x 3.00000 =6,984.00$ 123 050600 RTLBX IMAGE ARCHIVE - CORRES 335 12 x 0.30000 =1,206.00$ 124 050015 RTLBX IMAGE ARCHIVE MONTHLY BASE 1 12 x 250.00000 =3,000.00$ 125 050424 RTLBX IMAGE ARCHIVE STORAGE 17,572 12 x 0.02000 =4,217.28$ 126 05020Z RTLBX ITEM PROCESSED 9,119 12 x 0.20000 =21,885.60$ 127 050202 RTLBX MULTIPLE PAYMENT 2,689 12 x 0.20000 =6,453.60$ 128 050202 RTLBX PARTIAL PAYMENT 422 12 x 0.02000 =101.28$ 129 050401 RTLBX PAYMENT TRANSMITTED 10,507 12 x 0.00100 =126.08$ 130 050530 RTLBX REJECT OR CORRESPOND 135 12 x 0.25000 =405.00$ 131 050234 RTLBX TABLE MONTHLY BASE 1 12 x 500.00000 =6,000.00$ 132 100220 DEPOSITED CHECKS RLBX - ON US 1,329 12 x 0.05000 =797.40$ 133 050012 RTLBX PO BOX RENTAL - ANNUAL FEE 1 1,332.00000 1,332.00$ Annual Fee 134 100414 CEO RETURN ITEM RETRIEVAL-IMAGE 13 12 x 1.00000 =156.00$ 135 100414 CEO RETURN ITEM SERVICE MTHLY BASE 4 12 x 0.00000 =-$ 136 100400 RETURN ITEM - CHARGEBACK 11 12 x 2.00000 =264.00$ 137 100400 RETURN ITEM SPECIAL INSTRUCTIONS 11 12 x 0.25000 =33.00$ 138 100401 RETURN ITEM SPECIAL INST MTHLY BASE 4 12 x 5.00000 =240.00$ 139 100402 RETURN ITEM REDEPOSITED 11 12 x 2.00000 =264.00$ 140 100410 CEO RETN ITEM SUBSCRIPTION OPT DETL 11 12 x 0.20000 =26.40$ 141 100410 CEO RETN ITEM SUBSCRIPTION PER ACCT 5 12 x 4.00000 =240.00$ 142 100410 CEO RETN ITEM SUBSCRIPTION PER ITEM 34 12 x 0.20000 =81.60$ 143 100220 DEPOSITED CHECKS - ON US 247 12 x 0.05000 =148.20$ 144 100223 DEPOSITED CHECKS 900 12 x 0.05000 =540.00$ 145 100222 RETAIL LBX CHECKS DEPOSITED 6,305 12 x 0.05000 =3,783.00$ 146 069999 PREPAID CARD MONTHLY BASE 1 12 x 100.00000 =1,200.00$ Please see attached 'Reloadable Prepaid Card' 147 069999 PREPAID RELOAD ACTIVE CARDS 5 12 x 1.50000 =90.00$ Please see attached 'Reloadable Prepaid Card' 148 069999 PREPAID RELOAD CARD ISSUE STANDARD 2 12 x 2.50000 =60.00$ Please see attached 'Reloadable Prepaid Card' 149 150122 PAYEE VALIDATION STANDARD-ITEM 1,008 12 x 0.01000 =120.96$ 150 150723 POSITIVE PAY EXCEPTION - CEO IMAGE 1 12 x 0.50000 =6.00$ 151 150129 POSITIVE PAY EXCEPTION CHECKS RETND 1 12 x 3.00000 =36.00$ 152 200399 POSITIVE PAY EXCEPTIONS - ITEM 2 12 x 2.50000 =60.00$ 153 150030 POSITIVE PAY MONTHLY BASE 1 12 x 10.00000 =120.00$ 154 ACCOUNT MAINTENANCE 1 12 x 50.00000 =600.00$ Please see attached 'Safekeeping Fee Schedule' 155 SECURITY HOLDINGS PER CUSIP 55 12 x 2.00000 =1,320.00$ Please see attached 'Safekeeping Fee Schedule' 156 MATURITIES/PURCHASES 8 12 x 50.00000 =4,800.00$ Please see attached 'Safekeeping Fee Schedule' 157 COUPON (INTEREST) PAYMENTS 6 12 x 0.00000 =-$ Please see attached 'Safekeeping Fee Schedule' 158 SECURITY PLEDGES (INITIATING, SUBSTITUTING, RELEASING) 1 12 x 30.00000 =360.00$ Please see attached 'Safekeeping Fee Schedule' 159 POINT OF PURCHASE (POP) - CHECK VERIFICATION (24 LOCATIONS) 1,200 0 x 0.17000 =-$ Please see attached 'Merchant Pricing Terms' 160 MAIL ORDER/TELEPHONE ORDER (MOTO) - CHECK VERIFICATION (18 LOCATIONS) 600 0 x 0.17000 =-$ Please see attached 'Merchant Pricing Terms' RETURNS PAPER CHECK DEPOSITED SECURITIES/SAFEKEEPING SERVICES POSITIVE PAY PAYROLL CARD SERVICES CHECK PROCESSING SERVICES - OPTIONAL RETAIL LOCKBOX 3 of 4 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Line # AFP Code Description 12 Mo. Avg. Dollar Volume 12 Mo. Avg. 12 Mo.x Service Fee per Item Servic e Fee perce ntage = Estimated Annual Cost COMMENTS 161 POLICE DEPARTMENT POP - CHECK GUARANTEE 100 1 0 x 0.17000 0.45%=-$ Please see attached 'Merchant Pricing Terms' 162 POLICE DEPARTMENT MOTO - CHECK GUARANTEE 100 2 0 x 0.17000 1.95%=-$ Please see attached 'Merchant Pricing Terms' 163 000230 RECOUPMENT MONTHLY FEE (Ledger/$1000) 50,000 12 x 0.12750 =76,500.00$ # 164 300213 RECEIVABLES MGR RETAIL LKBX - ITEM 10,507 12 x 0.01000 =1,260.84$ monthly volume added 165 300200 RECEIVABLES MANAGER OUTGOING TRANSMISSION 42 12 x 5.00000 =2,520.00$ monthly volume added 166 300010 RECEIVABLES MANAGER MONTHLY BASE 1 12 x 100.00000 =1,200.00$ monthly volume added 171 12 x =-$ 226,671.79$ DISCOUNT (1 MO - FOR EACH YEAR) - TOTAL OF 5 MOS.(10,000.00)$ EARNINGS CREDIT RATE AT 0.35%(172,602.72)$ 44,069.07$ Balances and ECR may also be applied against Balance Based Setup Charges. The above pricing estimate is based on certain assumptions drawn from projected volume, scope of services and/or other information you have provided. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based. # Wells Fargo Bank, N.A. will allocate a fee to recover the cost of deposit insurance premiums. The Recoupment Fee is assessed on the Average Ledger Balance in your interest bearing and non-interest bearing accounts. Additional Fees may apply due to services currently being used. Please see the attached 'Additional Elements' tab below. Optional Services have been provided in an additonal tab below. The 12 month Average Dollar Volume and Service Fee percentage have been included to capture the percentage compoment of the Check Guarantee OTHER FEES OR DISCOUNTS & CREDITS TOTAL FEES - NET OF DISCOUNT AND EARNINGS CREDIT TOTAL FEES 4 of 4 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Table of contents Cover letter Pricing ................................................................................................... 1 Solicitation checklist ............................................................................ 2 Attachment A: Business Overview Questionnaire and Forms ............. 3 Part 1: Minimum qualifications for bank depository services ..............................6 Part 2: Minimum qualifications for optional electronic check processing ......... 13 Scope of work and specifications......................................................................... 18 Attachments B-F ............................................................................... 101 Appendix ........................................................................................... 102 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Treasury Management Proposal City of Denton - RFP Based on Services used, the following elements may apply. WF AFP Code Code Service Description Charge Basis Price ACH ES254 250501 ACH ORIGINATION/REJECT DATA - FILE Batch/file 1.00000 06505 250302 ACH RETURN ADMIN -ELECTRONIC Return 0.25000 06502 250302 ACH RETURN ITEM-ELECTRONIC Return 0.25000 ES240 250310 ACH RETURN ITEM-REDEPOSITED Transaction 3.00000 ES362 250311 ACH RETURN ITEM - DISHONORED Transaction 3.00000 06507 250312 ACH RETURN UNAUTHORIZED -ELECTRONIC Return 0.25000 06511 250312 ACH RETURN UNAUTHORIZED QUALITY FEE Return 5.00000 ES230 250620 ACH DELETE - ITEM Delete 5.00000 ES339 251010 ACH SPECIAL INVESTIGATION Inquiry 35.00000 34285 250703 CEO ACH HYP ITM DET INQ - PER ITEM Inquiry 1.00000 06504 250302 ACH RETURN ADMIN -MANUAL Return 5.00000 06503 250302 ACH RETURN ITEM-MANUAL Return 5.00000 06506 250312 ACH RETURN UNAUTHORIZED -MANUAL Return 5.00000 ES235 250710 ACH MAIL SERVICE Page 5.00000 ES346 250622 ACH EXCEPTION PROCESS-DUPLICAT FILE Batch/file 20.00000 ES342 250720 ACH CUSTOMER REPORTS Business day 10.00000 ES363 250302 ACH NOC - TRANSMISSION ADVICE Transaction 1.00000 70060 250201 ACH ELECTRONIC CHECK ONE DAY ITEM transaction 0.05000 70066 259999 ACH ELECTRONIC CHECK REDEPOSIT transaction 1.00000 70065 259999 ACH ELECTRONIC CHECK RETURN transaction 1.00000 70061 250201 ACH ELECTRONIC CHECK TWO DAY ITEM transaction 0.05000 ACH Fraud Filter 34338 251052 ACH CEO FRAUD FILTER STOP - ITEM Transaction filtered 0.50000 Account Reconcilement 34411 400272 ARP DATA QUERY RPT/RETRIEVED ITM Transaction 0.01000 Cash Branch/Store Channel 22810 019999 Non Acct Holder Chk Cashing - Full Check cashed 5.00000 08172 100500 DEP CORRECTION NIGHT DROP Adjustment 8.00000 CK199 100015 POST VERIFY CASH DEPOSITED Dollar 0.00150 CK771 100000 COIN BAG DEPOSITS IN WF STORE Coin bag 5.00000 CK101 150511 OFFICIAL BANK CHECK Check purchased 10.00000 22818 150599 OFF-US NON CUSTOMER CORPORATE FEE Check cashed 10.00000 08062 100015 CASH DEP/$1 VERIFY IN CASH VAULT T1 Dollar 0.00150 08063 100015 CASH DEP/$1 VERIFY IN CASH VAULT T2 Dollar 0.00150 08064 100015 CASH DEP/$1 VERIFY IN CASH VAULT T3 Dollar 0.00150 08066 100015 CASH DEP/$1 VERIFY IN CASH VAULT T4 Dollar 0.00150 22723 100000 POST VERIFY DEPOSIT Deposit bag 1.50000 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Code Code Service Description Charge Basis Price Cash Vault 08506 100520 CASH VAULT ADJ ADVICE - FAX Advice/notification 1.00000 08188 100142 CASH VAULT CASH ORDER-STANDING INST Cash order 4.00000 08189 100141 CASH VAULT CASH ORDER-TOUCHTONE Cash order 4.00000 08071 100111 CASH VAULT COIN DEP-PARTIAL/MIX BAG Coin bag 5.00000 08072 100113 CASH VAULT COIN DEP-STD HALF BAG Coin bag 2.50000 08070 100112 CASH VAULT COIN DEP-SUBJ TO COUNT Coin bag 5.00000 08067 100113 CASH VAULT COIN DEPOSIT-STD BAG Coin bag 2.50000 08116 100145 CASH VAULT COIN FURN-STD HALF BOX Coin box 2.50000 08630 100147 CASH VAULT COIN FURNISHED - FED BAG Coin bag 1.50000 08110 100144 CASH VAULT COIN FURNISHED - ROLLED Coin roll 0.10000 08130 100106 CASH VAULT DEPOSIT CONDITIONING Dollar 0.00100 08131 100104 CASH VAULT ENVELOPE VERIFICATION Envelope 1.00000 08133 100142 CASH VAULT STANDING ORDER CHANGE Incident/occurrence 20.00000 Controlled Disbursement 21556 150300 MICR REJECTS THRU 1%Reject 0.00000 34215 400224 CEO CONT DISB SUBSCRIPTION - ITEM Item accessed 0.05000 Desktop Deposit/Electronic Check 845 400271 CUST REQUEST DEPOSIT INFO REPORT Report 12.50000 792 100230 ELECTRONIC DEP IMAGE FORMAT ERROR Exception 1.25000 E-BOX 34602 40027Z CEO E-BOX RPT - ITEM Transaction 0.25000 34601 40005Z CEO E-BOX RPT SUBSCRIPTION MO BASE Account 25.00000 ED543 300341 EBOX IMPLEMENTATION DEV HOURS Hour 0.00000 ED516 050099 E-BOX PAYMENT REVERSED Transaction 0.25000 ED517 050099 E-BOX REVERSAL REJECT Transaction 0.25000 ED524 050030 E-BOX REVERSAL REPORTING MTHLY BASE Account 25.00000 ED512 050030 E-BOX STOP/REVERSE STOP FILE Batch/file 75.00000 General Account Services 24250 150340 OVERDRAFT CHARGE-PAID ITEM Transaction 35.00000 24253 150341 OVERDRAFT CHARGE-RETURNED ITEM Transaction 35.00000 22421 010310 SUB ACCT STATEMENT FEE Account 2.00000 DS585 010021 SUBACCOUNT MAINTENANCE subaccount 2.00000 12697 15133Z DDA STATEMENT W/IMAGE CLASSIC-ITEM Image 0.04000 22965 150401 CHECK INQUIRY CUSTOMER SERVICE-ITEM Credit/debit 10.00000 22966 010600 DEPOSIT INQUIRY CUST SERVICE-ITEM Credit 10.00000 22010 010301 ELECTRONIC BANK STATEMENT TRANS ITM Transaction 0.03000 22002 010301 ELECTRONIC BANK STMT MONTHLY BASE Account 50.00000 22990 401001 PHOTOCOPY CUSTOMER SERVICE - ITEM Photocopy 20.00000 34145 010300 CEO E-STMT SUBSCRIPTION - ACCOUNT 10.00000 34147 010300 CEO E-STMT SUBSCRIPTION - ITEM Item loaded 0.03000 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Code Code Service Description Charge Basis Price General Disbursement Services 12678 150300 MICR CHECK REJECTS OVER 2%Reject 0.50000 12676 150300 MICR CHECK REJECTS THROUGH 1%Reject 0.00000 22202 150100 DDA CHECKS PAID Check paid 0.05000 22225 150240 CHECK CASHING THRESHOLD MO BASE Account 5.00000 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE Account 5.00000 22235 150240 OTC DEBIT BLOCK MONTHLY BASE Account 5.00000 12670 150410 STOP PAYMENT - ONLINE Stop payment 5.00000 12671 150420 STOP PAYMENT - OPERATOR ASSISTED Stop payment 20.00000 12673 150411 STOP PAYMENT - RANGE Stop payment 20.00000 Positive Pay 12906 150401 POS PAY CHECK VERIFICATION CALL Call 10.00000 DS194 150299 PAYEE VALIDATION MANUAL REVIEW/ITEM Check 0.25000 Receivables Manager 28011 300200 RECEIVABLES MANAGER RECVD ADDENDA Addenda record 0.05000 Wire Transfers ES076 350310 WIRE IN - INTL- USD OR FX Transfer 5.00000 ES191 350320 WIRE INTL BOOK TRSFR CR-USD OR FX Transfer 5.00000 ES072 350411 WIRE MAIL CONFIRMATION Confirmation 5.00000 ES141 350124 WIRE - BOOK TRANSFER - CEO Transfer 1.00000 ES147 350113 WIRE - OUTGOING INT'L USD - CEO Transfer 10.00000 18326 359999 OUTGOING WIRE RETURNED Transfer 20.00000 18030 359999 WIRE IN REPAIR SURCHARGE Exception 5.00000 18602 350560 WIRE INVESTIGATION Investigation 50.00000 18031 359999 WIRE OUT REPAIR SURCHARGE Exception 5.00000 ES020 350220 WIRE BOOK TRANSFER-VOICE REPETITIVE Transfer 5.00000 ES025 350222 WIRE BOOK TRANSFR-VOICE NONREPETIVE Transfer 10.00000 ES040 350412 WIRE IN PHONE ADVICE Call 20.00000 ES015 350202 WIRE OUT DOMESTIC-VOICE NONREPETIVE Transfer 20.00000 ES010 350200 WIRE OUT DOMESTIC-VOICE REPETITIVE Transfer 10.00000 ES110 350212 WIRE OUT INTL-VOICE NON REPETITIVE Transfer 40.00000 ES111 350210 WIRE OUT INTL-VOICE REPETITIVE Transfer 40.00000 ES075 359999 WIRE TEMPLATE STORAGE MONTHLY BASE Transaction 1.00000 ES182 350525 WIRE VOICE DRAWDOWN Transaction 20.00000 ES074 359999 WIRE VERIFY CALL BACK Call 10.00000 Other Non TM ODACT 000210 DAILY USE OF UNCOLL FUNDS-ACCT LVL $ pass through 1.00000 Cash ATM Channel 07090 100000 ATM CASH DEPOSITED Dollar 0.00100 07080 100000 ATM DEPOSIT Credit 1.50000 The above pricing estimate is based on certain assumptions drawn from projected volume, scope of services and/or other information you have provided. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Treasury Management Proposal City of Denton - OPTIONAL Services WF AFP Code Code Service Description Charge Basis Price ACH ES803 250500 ACH PAYMENTS ONLINE BATCH RELEASE Batch/file 2.00000 34377 250000 ACH PAYMENTS BASE FEE Company ID 20.00000 ACH1D 250102 ACH PAYMENTS ONE DAY ITEM Transaction 0.04000 ACHYD 250102 ACH PAYMENTS SAME DAY ITEM Transaction 0.04000 ACH2D 250102 ACH PAYMENTS TWO DAY ITEM Transaction 0.04000 Account Reconcilement 34320 200200 ARP REGISTER INPUT AUTOLINK ITEM Check issued 0.01000 DS322 200310 ARP PARTIAL RECONCILIATION - ITEM Check paid 0.00100 12609 200329 ARP PAPER STATEMENT DELIVERY Statement 20.00000 12379 200201 ARP PART POSITIVE PAY ISSUE - ITEM Check issued 0.01000 Desktop Deposit/Electronic Check 70035 250102 SMART DECISION ACH TRANSIT Check deposited 0.04000 70037 250102 SMART DECISION LOCKBOX ACH TRANSIT Check deposited 0.04000 70033 250102 SMART DECISION VAULT ACH TRANSIT Check deposited 0.04000 70029 109999 SMART DECISION ELEC CHECK ACH ONUS Check deposited 0.04000 70025 109999 SMART DECISION ELEC CHK ACH TRANSIT Check deposited 0.04000 Image Delivery 64112 109999 IFI ELECTRONIC DEPOSIT - IMAGE Image 0.05000 RC501 100416 IFI RETURNED ITEMS - IMAGE Image 0.50000 64104 151350 IFI MAINTENANCE PER PRODUCT Customer ID 150.00000 64101 151354 IFI PAID CHECKS - IMAGE Image 0.05000 Information Reporting 34128 4002ZZ CEO EVENT MESSAGING SERVICE - TEXT Item reported 0.05000 34262 400224 CEO DEPOSIT DETAIL SUBSCRIPT ITEM Item reported 0.10000 34260 400003 CEO DEPOSIT DETAIL SUBSCRIPT MOBASE Account 25.00000 CS502 400000 BAI MONTHLY BASE Account 25.00000 CS504 400000 BAI TRANSACTIONS REPORTED Transaction 0.10000 Positive Pay 14327 150129 CONT DISB PERFECT PRESNT CHK RTN Check returned 5.00000 14080 150030 CONT DISB PERFECT PRESNT BASE Account 25.00000 14804 150300 CONT DISB PERFECT PRESNT EXCEP Exception 5.00000 12682 150120 POSITIVE PAY ONLY - ITEM Occurrence 0.05000 12681 150030 POSITIVE PAY ONLY MONTHLY BASE Account 25.00000 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Code Code Service Description Charge Basis Price Returned Items CK065 100400 ADMIN RETURN ITEM - CHARGEBACK Transaction 1.00000 CK066 100400 ADMIN RETURN ITEM-REPAIRED ACH ITEM Transaction 1.00000 CK068 100400 ADMIN RETURN ITEM-REPAIRED AS CHECK Transaction 1.00000 CK084 100420 RETURN ITEM WITH MAKER NAME Transaction 0.25000 CK414 100411 RETN ITEM TRAN PREV DAY RPT MO BASE Account 25.00000 CK405 100410 RETURN ITEM ADDL REPORTING - FIELD Field 0.25000 CK404 100420 RETURN ITEM REPORTING PER ITEM Transaction 0.10000 CK400 100411 RETURN ITEM SAME DAY RPT MTHLY BASE Account 25.00000 CK401 100411 RETURN ITEM TRANS REPT PER TRANS Transmission 1.00000 34236 100410 CEO RETURN DECISIONING PER ITEM Transaction 1.00000 CK416 100420 RETURN ITEM DUPLICATE ADVICE Advice/notification 3.00000 CK443 100400 RETURN ITEM FORWARDING Transaction 3.00000 CK465 100450 RCK SERVICE MONTHLY BASE Account 50.00000 CK464 100400 RETURN ITEM CONVERTED CHK CHGBK IRD Transaction 1.00000 CK462 100400 RETURN ITEM CONVERTED CHK REDEP 2ND Transaction 1.00000 CK461 100400 RETURN ITEM CONVERTED CHK REDEPOSIT Transaction 1.00000 Miscellaneous Electronic Services 27590 400270 CEO AUTOLINK MONTHLY BASE Company ID 100.00000 E-Bill Express 28354 310001 E-BILL EXPRESS MTHLY BASE <5K BILLS Transaction 300.00000 28360 320110 E-BILL EXPRESS-ACH PAYMENT Payment 0.40000 28358 310200 E-BILL EXPRESS-BILL PRESENTMENT Transaction 0.40000 28361 320100 E-BILL EXPRESS-CREDIT CARD PAYMENT Payment 0.40000 28365 310113 E-BILL EXPRESS-INV FILE TRANSFER Transaction 15.00000 28363 310112 E-BILL EXPRESS-IT HOURLY RATE Hour 250.00000 28364 320301 E-BILL EXPRESS-REMITTANCE RPT Transaction 175.00000 28362 320110 E-BILL XPR-INTEG VOICE RESP PER MIN Minute 0.30000 Electronic Document Delivery ED305 300199 ELECTRONIC COMMERCE 822 MO BASE Subscription 50.00000 28650 310200 DOCUMENT RETRIEVAL PRESENTED - PAGE Image retrieved Minimum 28594 310502 EDD SECURE EMAIL DELIVERY CHANNEL Transaction 0.40000 28588 300202 ELECTRONIC DOC DELIV ADDL IN FILE file 25.00000 28605 300502 ELECTRONIC DOC DELIV EMAIL-PAGE remittance delivery Minimum 28609 300502 ELECTRONIC DOC DELIV FAX-PAGE remittance delivery Minimum 28593 300202 ELECTRONIC DOC DELIV INCOMING FILE file 0.00000 28597 300505 ELECTRONIC DOC DELIV PRINT PER PAGE Page Minimum 28651 310310 PMT & DELIVERY TRADING PART ENROLL Request 1.00000 Global Check Clearing IL152 609999 DEPOSITED CHECK CANADIAN Check deposited 5.00000 IL151 609999 DEPOSITED CHECK FOREIGN Check deposited 5.00000 IL421 600100 INTERNATIONAL COLLECTION CHARGE Check collected 75.00000 International Information Reporting 18108 400600 ISO CAMT.052 INTRADAY GLOBAL ITEMS Transaction 0.10000 18107 400600 ISO CAMT.052 INTRADAY GLOBAL MO BAS Account 20.00000 18106 400600 ISO CAMT.053 PREVDAY GLOBAL ITEMS Transaction 0.10000 18105 400600 ISO CAMT.053 PREVDAY GLOBAL MO BASE Account 20.00000 18109 400600 ISO CAMT.054 GLOBAL NOTIFICATION Transaction 0.75000 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Code Code Service Description Charge Basis Price MSC-TM ED370 309999 PMGR TOTAL MTH POSTAGE AND HANDLING $ pass through 1.00000 29742 310212 High Volume 1st Class Postage 2 Oz $ pass through 1.00000 29744 310212 High Volume Foreign Postage $ pass through 1.00000 29745 310212 High Volume Metered Overweight Mail $ pass through 1.00000 29730 310212 High Volume Overnight Mail $ pass through 1.00000 29740 310212 PRNT TOTAL MTH POSTAGE AND HANDLING $ pass through 1.00000 Payment Manager ED267 300100 PAYMENT MANAGER DOMESTIC ACH TRAN Transaction 0.10000 ED421 309999 PAYMENT MGR CHK 1ST PAGE NEXT DAY Page 0.50000 ED422 309999 PAYMENT MGR CHK ADDL PAGE NEXT DAY Page 0.25000 18701 350104 PAYMENT MANAGER WIRE OUT DOMESTIC Transfer 5.00000 ED290 300000 PAYMENT MANAGER MONTHLY BASE 200.00000 28005 300100 ELECTRONIC COMMERCE DIRECT TRANS Transmission 20.00000 Sweep 34110 450405 SWEEP ACCOUNT POSITION REPORT Sweep master account 10.00000 22087 450403 SWEEP STAGECOACH MUTUALFND ELECTNIC Statement 0.00000 CS030 450020 SWEEP STAGECOACH INVEST MTHLY BASE Account 25.00000 22094 450200 SWEEP STAGECOACH MUTUAL FND MO BASE Account 25.00000 Wells Tax 32066 010100 CEO WELLSTAX PAYMENT Transaction 2.50000 32068 010099 CEO WELLSTAX SUBSCRIPTION PER ACCT Access code 5.00000 32040 010000 WELLSTAX ACCESS CODE MONTHLY BASE Access code 2.50000 32053 010000 WELLSTAX PAYMENT Transaction 2.50000 32051 010000 WELLSTAX QUARTERLY STATEMENT Statement 5.00000 32052 010000 WELLSTAX RECEIPT Receipt 1.00000 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Code Code Service Description Charge Basis Price Setup Charges 34376 251120 ACH PAYMENTS SET UP FEE Setup 300.00000 34375 251120 CEO ACH ORIG NEW CO ID SETUP Setup 50.00000 ES201 251000 ACH TRANSMISSION - SET UP Setup 300.00000 06092 251001 ACH ORIGINATION NEW COMP ID-SET UP Setup 50.00000 06094 251001 ACH FRAUD FILTER - SET UP Account 50.00000 12021 200410 ARP SET UP - FULL Account 100.00000 12022 200410 ARP SET UP - PARTIAL Account 100.00000 12023 200410 ARP SETUP - DEPOSIT LOCATION RPTG Account 100.00000 14001 151600 CONT DISB ACCOUNT SET UP Account 250.00000 770 109999 WFED IMPLEMENTATION - STANDARD Implementation 2,500.00000 34600 400810 CEO E-BOX RPT SETUP Setup 750.00000 28044 050031 E-BOX POSITIVE FILE SET UP Setup 1,500.00000 28043 050031 E-BOX SET UP Setup 1,500.00000 28045 050031 E-BOX STOP FILE SET UP Setup 750.00000 28022 300224 CEO TREAS INFO REPORT EDI SETUP Account 150.00000 22012 400820 WELLSIMAGE - SETUP ADDL ACCT Account 20.00000 22011 400820 WELLSIMAGE SET UP - 1ST ACCT Account 20.00000 64100 151357 IFI SETUP PER PRODUCT Customer ID 150.00000 28017 300320 RECEIVABLES MANAGER SET UP Implementation 1,500.00000 18325 359999 CEO WIRE ACCOUNT ADD Account 10.00000 27591 010705 AUTOLINK IMPLEMENTATION Setup 100.00000 28350 310601 E-BILL EXPRESS SETUP <5K BILLS Setup 2,500.00000 ED310 300300 ELECTRONIC COMMERCE 822 SET UP Setup 100.00000 ED271 300341 EC IMPLEMENTATION DEV HOURS Hour 200.00000 ED375 300300 PAYMENT MANAGER CHECK/DOC SET UP Setup 1,700.00000 28566 300300 PAYMENT MANAGER ENHANCED SET UP Setup 5,000.00000 32055 010000 WELLSTAX ACCESS CODE SET UP Access code 10.00000 The above pricing estimate is based on certain assumptions drawn from projected volume, scope of services and/or other information you have provided. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Treasury Management Proposal City of Denton - RFP Services Pricing as of January 2016 WF AFP Monthly Activity Code Code Service Description Charge Basis Price Volume Charges ACH 34342 250400 ACH CEO RETURN SUBSCRIPTION - ITEM Item accessed 0.14000 232 32.48 34340 250400 ACH CEO RETURN SUBSCRIPTION-ACCOUNT Company ID 5.00000 9 45.00 ES280 250000 ACH MONTHLY BASE Company ID 20.00000 8 160.00 ES211 250102 ACH ONE DAY ITEM Transaction 0.04000 8,745 349.80 ES210 250102 ACH TWO DAY ITEM Transaction 0.04000 3,979 159.16 ES216 250102 ACH SAME DAY Transaction 0.04000 1,386 55.44 ES206 250120 ACH ORIGINATED - ADDENDA REC Transaction 0.00500 2,213 11.07 ES344 250202 ACH RECEIVED ITEM Transaction 0.04000 1,132 45.28 ES252 250302 ACH RET ITEM-INFO REPORTING ADVICE Transaction 0.25000 131 32.75 ES801 250501 ACH TRANSMISSION CHARGE Batch/file 2.00000 57 114.00 ES361 250642 ACH REVERSAL - ITEM Reversal 1.00000 1 1.00 ES481 250302 ACH NOC - INFO REPORTING ADVICE Transaction 0.25000 25 6.25 ES231 250620 ACH DELETE/REVERSE - BATCH/FILE Batch/file 10.00000 1 10.00 34330 250703 ACH CEO SUBSCRIPTION - ACCOUNT Account 5.00000 13 65.00 34332 250703 ACH CEO Subscription - Item Item accessed 0.05000 44 2.20 Subtotal 1,089.43 ACH Fraud Filter 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE Account 5.00000 4 20.00 34334 251050 ACH CEO FRAUD FILTER STOP MTHLYBASE Account 5.00000 1 5.00 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM Transaction filtered 0.50000 1 0.50 Subtotal 25.50 Account Reconcilement 34410 400052 ARP DATA QUERY REPORT MTHLY BASE Account 10.00000 1 10.00 34421 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM Transaction 0.01000 11,051 110.51 34420 400052 ARP STMTS & RPTS (CSV/EXCEL) BASE Account 10.00000 1 10.00 34337 200200 CEO REGISTER INPUT - ITEM Check issued 0.05000 28 1.40 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM Record 0.00500 2,169 10.85 12377 200201 ARP FULL RECON-ITEM Check issued 0.02000 1,065 21.30 12608 200210 ARP MANUAL INPUT ISSUE INFO-ITEM Check issued 0.50000 1 0.50 12060 200010 ARP MONTHLY BASE - FULL Account 10.00000 1 10.00 12061 200020 ARP MONTHLY BASE - PARTIAL Account 10.00000 2 20.00 12604 200310 ARP OPTIONAL REPORTS Report 2.50000 3 7.50 12430 200301 ARP OUTPUT - TRANSMISSION Transmission 5.00000 1 5.00 34350 200305 CEO ARP STMT & RPTS MONTHLY BASE account 0.50000 3 1.50 12707 100610 DEPOSIT LOCATION REPORTING - ITEM Deposit 0.01000 1,828 18.28 12694 200100 OUTGOING TRANSMISSION - PER ITEM Item reported 0.00500 3,671 18.36 Subtotal 245.19 Cash Branch/Store Channel CK161 100015 CASH DEP/$1 VER AT TELLER WINDOW Dollar 0.00150 4,858 7.29 CK197 100140 CHANGE ORDER CHARGE-BRANCH/STORE order 4.00000 6 24.00 CK131 100144 ROLLED COIN ORDERED - BRANCH/STORE Coin roll 0.17500 23 4.03 CK141 100048 CURRENCY ORDERED/$1 - BRANCH/STORE Dollar 0.00150 843 1.26 08052 100015 STORE/NIGHT DROP DEPOSIT Deposit 1.50000 19 28.50 22810 019999 Non Acct Holder Chk Cashing - Full Check cashed 5.00000 8 40.00 Subtotal 105.08 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Monthly Activity Code Code Service Description Charge Basis Price Volume Charges Cash Vault 08174 100100 CASH VAULT DEPOSIT CASH AND CHECK Deposit 1.50000 195 292.50 08173 100100 CV CASH ONLY OR CHECK ONLY DEPOSIT Deposit 1.50000 460 690.00 08182 100141 CASH VAULT CASH ORDERS-CEO cash order 4.00000 3 12.00 08115 100146 CASH VAULT COIN FURNISHED-STD BOX Coin box 3.00000 1 3.00 08400 100148 CASH VAULT CURRENCY FURN-NONSTD Dollar 0.00100 46 0.05 08416 100199 CASH VAULT CURRENCY FURNISHED Dollar 0.00100 2,233 2.23 08290 100199 CASH VAULT CURRENCY/COIN DEPOSITED Dollar 0.00040 673,145 269.26 08160 100501 CASH VAULT DEPOSIT ADJUSTMENT Adjustment 8.00000 4 32.00 08132 100100 CASH VAULT MONTHLY BASE Account 10.00000 22 220.00 08374 100701 CASH VAULT TRANS RECAP RPT-EMAIL Subscription 15.00000 3 45.00 08008 100110 VAULT DEPOSITED COIN - ROLLED Coin roll 0.10000 1 0.10 Subtotal 1,566.14 Controlled Disbursement 21622 150220 CONT DISB CASHED CHECK-FLOAT FEE Check cashed 0.00000 16 0.00 21557 150300 MICR REJECTS OVER 2%Reject 0.50000 1 0.50 21558 150300 MICR REJECTS>1% THRU 2%Reject 0.05000 12 0.60 34210 150700 CEO CONT DISB SUBSCRIPTION BASE Account 5.00000 1 5.00 14070 150000 CONT DISB ACCT MAINT W/CXSTR Account 25.00000 1 25.00 14225 150110 CONT DISB CHECKS PAID Check paid 0.05000 915 45.75 14110 010101 CONT DISB CREDITS POSTED Credit 0.05000 21 1.05 Subtotal 77.90 Desktop Deposit/Electronic Check 15017 400003 DESKTOP DEPOSIT MONTHLY BASE Account 10.00000 2 20.00 741 100220 ELECTRONIC DEPOSIT - CHECK WFB Check deposited 0.05000 228 11.40 746 100224 ELECTRONIC DEPOSIT - CHECK NON WFB Check deposited 0.05000 888 44.40 750 40023Z ED DISCRETIONARY DATA-ITEM-STD Field 0.01000 10,804 108.04 12816 151352 DESKTOP DEPOSIT IMAGES RETRIEVED Image 0.10000 1 0.10 15007 010101 DESKTOP DEPOSIT CREDIT POSTED Credit 0.50000 1 0.50 15008 409999 DESKTOP DEPOSIT DISCRETIONARY DATA Record 0.05000 1 0.05 15003 400231 DESKTOP DEPOSIT REPORT PER ITEM Item reported 0.05000 1 0.05 701 100220 DESKTOP DEPOSIT-WFARGO DEPOSIT ITEM Check deposited 0.05000 25 1.25 706 100224 DESKTOP DEPOSIT-NON WFARGO DEP ITEM Check deposited 0.05000 225 11.25 790 100230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT Adjustment 15.00000 1 15.00 791 100230 ELECTRONIC DEPOSIT SUSPECT REVIEW Exception 1.00000 4 4.00 Subtotal 216.04 E-BOX ED470 300099 E-BOX PAYMENT Transaction 0.10000 5,618 561.80 ED522 059999 E-BOX DAILY DETAIL RPT - PER PAGE Item reported 0.50000 245 122.50 ED515 059999 E-BOX PAYMENT RETURN Return 0.25000 11 2.75 ED523 050030 E-BOX DAILY DETAIL REPORT-MO BASE Page 50.00000 1 50.00 ED500 050030 E-BOX MONTHLY MAINT (W/CROSS REF)Setup 100.00000 1 100.00 28042 050030 E-BOX POSITIVE FILE MONTHLY BASE Setup 75.00000 1 75.00 ED521 050030 E-BOX REPORTING PACKAGE MTHLY BASE Account 50.00000 1 50.00 ED518 059999 E-BOX OPERATIONS MANUAL RETURN Return 1.00000 1 1.00 Subtotal 963.05 EDI Reporting 34245 300524 CEO EDI PMT DETAIL - ADDENDA ITEM Addenda record accessed 0.05000 397 19.85 34242 300524 CEO EDI PMT DETAIL - ITEM Item accessed 0.05000 319 15.95 34240 300524 CEO EDI PMT DETAIL SUBSC MO BASE 20.00000 2 40.00 Subtotal 75.80 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Monthly Activity Code Code Service Description Charge Basis Price Volume Charges General Account Services 22051 010000 ACCOUNT MAINTENANCE-CHEXSTOR Account 10.00000 4 40.00 DS510 010020 ZERO BALANCE MASTER ACCOUNT MAINT Account 5.00000 1 5.00 DS001 010021 ZERO BALANCE MONTHLY BASE 5.00000 3 15.00 CK021 010100 DEBITS POSTED Debit 0.10000 331 33.10 CK018 250201 ELECTRONIC CREDITS POSTED Credit 0.05000 1,412 70.60 CK049 010310 DDA STATEMENT - PAPER Statement 10.00000 2 20.00 CK030 010410 CLIENT ANALYSIS STATEMENT-PAPER Statement 5.00000 1 5.00 08025 100015 MISCELLANEOUS CREDITS POSTED Transaction 1.50000 15 22.50 CK672 010630 BANK CONFIRMATION AUDIT REQUEST Request 65.00000 1 65.00 Subtotal 276.20 General Disbursement Services MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE Account 5.00000 1 5.00 22030 150412 STOP PAYMENT - AUTO RENEWAL Stop payment 1.00000 1 1.00 Subtotal 6.00 Image Delivery DS255 151399 WELLSIMAGE PAID CHECK PER ITEM Image 0.10000 998 99.80 12812 151352 ONLINE IMAGE VIEW < 90 DAYS - ITEM Image retrieved 0.50000 14 7.00 12815 151352 ONLINE IMAGE VIEW > 90 DAYS - ITEM Image retrieved 0.50000 10 5.00 22020 151350 WELLSIMAGE PAID CHECK MONTHLY BASE Company 10.00000 1 10.00 22019 151353 WELLSIMAGE PAID CHECK DELUXE-ITEM Image 0.01000 998 9.98 22015 151353 WELLSIMAGE PAID CHECK PER CD CD ROM 15.00000 1 15.00 27707 150400 CEO SEARCH Inquiry 0.50000 60 30.00 Subtotal 176.78 Information Reporting 34123 4002ZZ CEO EVENT MESSAGING SERVICE - EMAIL Item reported 0.05000 497 24.85 34121 400224 CEO INTRADAY ITEM VIEWED Item accessed 0.05000 1,853 92.65 34120 400003 CEO INTRADAY SUBSCRIPTION MTHLYBASE Account 10.00000 5 50.00 34100 400000 CEO PREV DAY SUBSCRIPTION MTHLYBASE Account 10.00000 5 50.00 34115 400001 CEO PREVIOUS DAY ITEM LOADED Item loaded 0.05000 3,532 176.60 34253 400800 ELECTRONIC WINDOW EXTENDED STOR 120 Item loaded 0.01000 5,032 50.32 34252 400800 ELECTRONIC WINDOW EXTENDED STOR 90 Item loaded 0.01000 1,266 12.66 27588 409999 INFOFAX RETURN MONTHLY BASE Account 10.00000 4 40.00 34286 400271 CEO PREV DAY EXP DESC - PER ITEM Item accessed 0.10000 62 6.20 Subtotal 503.28 Paper Checks Deposited 001 100220 DEPOSITED CHECKS - ON US Check deposited 0.05000 247 12.35 002 100223 DEPOSITED CHECKS Check deposited 0.05000 900 45.00 321 100220 DEPOSITED CHECKS RLBX - ON US Check deposited 0.05000 1,329 66.45 322 100222 RETAIL LBX CHECKS DEPOSITED Check deposited 0.05000 6,305 315.25 Subtotal 439.05 Positive Pay DS191 150122 PAYEE VALIDATION STANDARD-ITEM Check 0.01000 1,008 10.08 34336 150723 POSITIVE PAY EXCEPTION - CEO IMAGE Image retrieved 0.50000 1 0.50 12908 150310 POS PAY CHECKS WITH NO ISSUE RECORD Check 0.50000 1 0.50 12903 200399 POSITIVE PAY EXCEPTIONS - ITEM Exception 2.50000 2 5.00 12907 150030 POSITIVE PAY MONTHLY BASE Account 10.00000 1 10.00 12505 150129 POSITIVE PAY EXCEPTION CHECKS RETND Check returned 3.00000 1 3.00 Subtotal 29.08 Receivables Manager 28040 300213 RECEIVABLE MGR RETAIL LKBX ITEM Item reported 0.01000 10,507 105.07 28006 300200 RECEIVABLES MANAGER OUTGOING TRANS Transmission 5.00000 42 210.00 28019 300010 RECEIVABLES MANAGER MONTHLY BASE Account 100.00000 1 100.00 Subtotal 415.07 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WF AFP Monthly Activity Code Code Service Description Charge Basis Price Volume Charges Retail Lockbox 85000 050010 RTLBX MONTHLY BASE Lockbox 200.00000 1 200.00 85071 050010 RTLBX CDM MONTHLY BASE Lockbox 250.00000 1 250.00 85070 050530 RTLBX CDM PAYMENT Transaction 0.30000 111 33.30 85231 050232 RTLBX CHECK AND LIST Occurrence 0.30000 728 218.40 85232 050203 RTLBX CHECK ONLY PAYMENT Occurrence 0.30000 661 198.30 85042 050401 RTLBX DATA TRANSMISSION MTHLY BASE Lockbox 250.00000 1 250.00 85050 050412 RTLBX EXPRESS MAIL Remittance 3.00000 194 582.00 85063 050600 RTLBX IMAGE ARCHIVE - CORRES Image archived 0.30000 335 100.50 85064 050015 RTLBX IMAGE ARCHIVE MONTHLY BASE Lockbox 250.00000 1 250.00 85217 050424 RTLBX IMAGE ARCHIVE STORAGE Image 0.02000 17,572 351.44 85229 05020Z RTLBX ITEM PROCESSED Bond/coupon 0.20000 9,119 1,823.80 85015 050202 RTLBX MULTIPLE PAYMENT Remittance 0.20000 2,689 537.80 85230 050202 RTLBX PARTIAL PAYMENT Occurrence 0.02000 422 8.44 85043 050401 RTLBX PAYMENT TRANSMITTED Transaction 0.00100 10,507 10.51 85039 050530 RTLBX REJECT OR CORRESPOND Reject 0.25000 135 33.75 85059 050234 RTLBX TABLE MONTHLY BASE Lockbox 500.00000 1 500.00 85047 05023A RTLBX CASH PAYMENT Remittance 3.00000 1 3.00 Subtotal 5,351.24 Returned Items CK062 100414 CEO RETURN ITEM RETRIEVAL-IMAGE Transaction 1.00000 13 13.00 CK064 100414 CEO RETURN ITEM SERVICE MTHLY BASE Customer ID 0.00000 4 0.00 CK061 100400 RETURN ITEM - CHARGEBACK Transaction 2.00000 11 22.00 CK069 100400 RETURN ITEM SPECIAL INSTRUCTIONS Transaction 0.25000 11 2.75 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE Account 5.00000 4 20.00 CK075 100402 RETURN ITEM REDEPOSITED Transaction 2.00000 11 22.00 34239 100410 CEO RETN ITEM SUBSCRIPTION OPT DETL Field loaded 0.20000 11 2.20 34235 100410 CEO RETN ITEM SUBSCRIPTION PER ACCT 4.00000 5 20.00 34237 100410 CEO RETN ITEM SUBSCRIPTION PER ITEM Item accessed 0.20000 34 6.80 Subtotal 108.75 Wire Transfers 34205 350402 WIRE DETAIL RPT SUBSCRIPTION-ACCT Account 4.00000 1 4.00 ES073 359999 WIRE MONTHLY DDA BASE - VOICE Account 2.50000 2 5.00 ES167 359999 WIRE SECURITY PIN MONTHLY BASE Account 1.00000 5 5.00 ES030 350300 WIRE IN DOMESTIC Transfer 2.50000 8 20.00 ES139 350104 WIRE-OUTGOING DOMESTIC-CEO Transfer 2.50000 31 77.50 34207 350402 WIRE DETAIL RPT SUBSCRIPTION-ITEM Item accessed 0.05000 2 0.10 Subtotal 111.60 Other Non TM IAMTH 000230 RECOUPMENT MONTHLY Deposit assessment 0.12750 50,000 6,375.00 # Subtotal 6,375.00 Total Monthly Activity Charges 18,156.17 Total Monthly Balance Based Charges (can be paid with balances)18,156.17 Earnings Credit Rate 0.25% Estimated Earnings Credit 10,416.67 Collected Balance Required to Cover Balance Based Charges 87,149,594 Setup Charges 85002 050012 RTLBX PO BOX RENTAL $ pass through 1,332.00000 1 1,332.00 Total Setup Charges 1,332.00 Balances and ECR may also be applied against Balance Based Setup Charges. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The above pricing estimate is based on certain assumptions drawn from projected volume, scope of services and/or other information you have provided. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based. # Wells Fargo Bank, N.A. will allocate a fee to recover the cost of deposit insurance premiums. The Recoupment Fee is assessed on the Average Ledger Balance in your interest bearing and non-interest bearing accounts. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Company Fees Service Price Standard card program Cobranded card program Implementation setup $500.00 $1,000.00 Monthly base $100.00 $100.00 Monthly convenience check1 $100.00 $100.00 Active card (each card loaded during the month) $1.50 $1.50 Per card ordered (includes instant issue inventory) $2.50 $3.00 Instant fund or reload a card $1.00 $1.00 Instant issue as a replacement $10.00 $10.00 Express delivery2 $20.00 $20.00 1 Optional functionality dependent on program. 2 Instant issue inventory is shipped with express delivery. Cardholder Fees 3 Optional functionality dependent on program. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Bank Safekeeping Fee Schedule Wells Fargo Securities customers have the option of selecting Wells Fargo Bank, N.A. for safekeeping services. The following fee schedule applies to safekeeping services provided by Wells Fargo Bank, N.A. Bank safekeeping Monthly Account Maintenance ........................................ $50.00 Monthly Security Holdings per CUSIP Asset and Mortgage-Backed Securities..............................$8.00 All Other Security Types ............................................................$2.00 Security Pledges (Initiating, Substituting, and Releasing Securities) .................................................................................................... ……...$30.00 Wires…………………………………………………………………………………..$30.00 Third Party Trade Clearing* Receiving or Delivering a Security ..................................... $50.00 Physical Securities Registration/Clearance .......... $500.00 Minimum Annual Fee Wells Fargo Securities reserves the right to charge a minimum annual fee based upon the safekeeping account balance, account activity and services provided. Discounts and payment options All new accounts benefit from waived fees for the first two months. Other discounting or exception pricing may apply. Fees are generally charged on a monthly basis and you may select one of the following payment options: • ACH • Custody or Safekeeping Account Debit • WFBNA Account Analysis Charge * Applies to transactions with a third party delivered to/from Wells Fargo Securities Wells Fargo Securities reserves the right to change the fees on this schedule at any time upon thirty (30) days written notice to customers. A statement of fees charged will be included in customers’ brokerage account statement. The fee schedule is effective 10/01/15. For more information To determine whether this product is appropriate for you, please consult your investment policy or applicable investment guidelines. Your dedicated Wells Fargo Securities investment representative is available to answer other questions you may have. Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts. Investments: NOT FDIC Insured • May Lose Value • No Bank Guarantee © 2015 Wells Fargo Securities. All rights reserved. FS-1034 Rev. 10/15 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Solicitation checklist 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Attachment A: Business Overview Questionnaire and Forms 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. • Firm’s Legal Name: Wells Fargo Bank, N.A. • Address: 420 Montgomery Street, San Francisco, 94104 • Agent Authorized to sign contract (Name): Aaron Cook • Agent’s email address: aaron.cook@wellsfargo.com 2. Subsidiary of: Wells Fargo & Company 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 94-1347393 5. Date Established: Our organization was established in 1852. We operate under Charter Number 1, which dates back to November 30, 1870. 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? 8. Please provide a detailed listing of all products and/or services that your company provides. Wells Fargo & Company (NYSE: WFC) is a nationwide, diversified financial services company with $1.7 trillion in assets. Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial financial services through more than 8,700 locations, 12,800 ATMs, online (wellsfargo.com), and mobile devices. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. The disclosure requested is extremely broad in scope, and, at any given time, an organization the size of Wells Fargo may be involved in legal proceedings, some or all of which may be confidential in nature. To the extent any litigation is required to be reported, it is disclosed in Wells Fargo & Company’s SEC filings and is a matter of public record. At this time, and to the best knowledge of the Wells Fargo representatives preparing this response, Wells Fargo has not been involved in any legal actions within the past [three] years that would have a material adverse impact on Wells Fargo's ability to provide the services requested in this RFP. 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. To the best knowledge of the Wells Fargo representatives preparing this response, Wells Fargo has not defaulted or failed to complete a contract. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). To the best knowledge of the Wells Fargo representatives preparing this response, Wells Fargo has not had a contract terminated by the Owner. 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 “General Industry Standards” and/or 29 CFR 1926 “General Construction Standards” as they apply to your Company’s customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_typ e=STANDARDS&p_toc_level=1&p_keyvalue=1926 Wells Fargo’s Injury and Illness Prevention Program and Emergency and Security Procedures, comply with General Industry Standards and cover our customary activities. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders’ state. In order to make this determination, please provide the name, address, and phone number of: a. Responding firms principle place of business: 1445 Ross Ave 23 Floor Suite 2314 Dallas, TX 75202 b. Company’s majority owner principle place of business: 420 Montgomery Street San Francisco, CA 94104 c. Ultimate Parent Company’s principle place of business: 420 Montgomery Street San Francisco, CA 94104 14. Provide details to support the evaluation criteria, including experience and delivery. Experience Wells Fargo is a diversified, well-capitalized financial services company that has been in business for more than 163 years. We currently provide financial services through over 8,700 locations, 12,500 ATMs, the online (wellsfargo.com), mobile devices, and other distribution channels across North America and internationally. Headquartered in San Francisco, we’re decentralized so that your Dallas team has local control and decision-making authority. That means you get the best of both worlds – the local control and service you need to make your banking relationship successful, coupled with the technology and resources that only a large and diversified financial institution can provide. Dedicated team experience The Government & Institutional Banking group at Wells Fargo is a specialized business that offers a wide range of programs and services to meet the distinctive needs of government, education, healthcare, and nonprofit organizations. This specialized team that is unique in the industry has organized commercial banking and capital markets teams under one business, offering an integrated approach 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C that provides the most value for municipal clients. We work with you to build long-term relationships to support the specific needs of your organization. On a national basis, this team supports more than 5,000 government, education, and nonprofit clients. Delivery Our seasoned implementation team provides a seamless and well-coordinated transition to Wells Fargo; however, as an existing customer, you won’t have to undergo a lengthy or potentially costly transition. All required services are already in place resulting in an efficient and cost effective continuation of the City’s existing banking relationship. Should you need modifications to your existing account structure or services, your dedicated implementation coordinator, Gabriel Nava, is available to help. Customer service You’ll continue to have the attention of your dedicated client service officer, Betty Crawford, to assist with all your inquiries. She’ll assist you until an issue is resolved. Client service officers take ownership of your questions and concerns, and assist with any issues you encounter — from simple to complex. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent’s proposal. b. Sign below and return form with final submission Part 1: Minimum qualifications for bank depository services The Respondent must be a state or national bank, credit union or savings association that has a branch within the City of Denton in accordance with Texas Local Government Code Chapter 105. Wells Fargo is a federally chartered national banking association that operates under Charter #1, the first national bank charter issued in the United States. We have several traditional type banking stores (branches) in the City of Denton that can assist with your depository, change order, and check cashing needs. The Respondent must provide Electronic Lockbox and Retail Lockbox Services for the City’s Utility Billing (Customer Service) Department. Wells Fargo currently uses Remitco to process the City’s utility billing revenues. We credit your deposit through an image cash letter file sent by Remitco to Wells Fargo. Wells Fargo is the bank of first deposit for your deposits. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The Respondent must maintain one (1) post office box for utility payments. You have an existing post office box number and our couriers deliver incoming mail directly to the processing site following every mail pickup. This ensures that we process incoming mail as quickly as possible. The Respondent must process all payments within 24 hours. We process mail that we can extract and open with our high-speed equipment on a same-day basis— as long as your data transmission deadline is 3:30 p.m. CT or later, and your mail was picked up by 6:30 a.m. local time. The Respondent must be capable of retrieving mail from the post office, opening all correspondence, balancing contents, direct deposits to the City’s bank account, and transmitted updates/posting to the City of Denton customer accounts. We will continue receiving and sorting your mail, inputting data for items that require keying, preparing your remittance package, and transmitting reports and images to you as we do today. The Respondent must be able to process the following payments: 1 check, 1 coupon 1 check, multiple coupons 1 check, 1 spreadsheet with listing of accounts multiple checks, 1 coupon electronic bill payments (Electronic Data Interchange or EDI) money order payments cashier checks Wells Fargo can process the payment types referenced. The Respondent must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount and prepare transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. We can accept and process the transmission and provide exceptions as described. The Respondent must have the capabilities of converting checks to ACH payments for priority processing. The City uses both Wells Fargo Electronic Deposit® and Desktop Deposit® to transmit your checks for utility billing and fire EMS accounts. With remote deposit, you can save both time and money and eliminate the need for your employees to physically take deposits to the bank. For Desktop Deposit we 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C offer an extended deposit deadline of 9:00 p.m. CT for same-day ledger credit means faster notice of returned items. Wells Fargo does offer ACH check conversion. When you couple the Wells Fargo Electronic Deposit and Desktop Deposit service with our Smart Decision® service, you can easily convert checks to ACH Back Office Conversion (BOC) or Accounts Receivable Conversion (ARC) debits. Simply notify your customers through a posted or mailed notice, and after you make a deposit, we’ll use our proprietary decision engine to identify eligible checks and do the ACH conversion for you automatically. The Respondent must be capable of accepting monthly stop payment files which will include a listing of accounts that the City will not accept payments on. Wells Fargo accepts monthly stop files from the City designating accounts for which the City will not accept payment. The Respondent must have the capability to sort out coupons identified for special processing (Plus One Program, change of mailing address, etc…). Your specific processing instructions are an important part of our processing. At Wells Fargo, most customer-specific instructions are programmed into our operating software and require no human intervention. For all other instructions, we document procedures and have you sign off on them. If you request a change to your procedures, we’ll document it and hold a meeting with the entire operations team at the beginning of each shift to communicate the change. The Respondent must provide the City all miscellaneous correspondence received through lockbox (i.e., address changes, payment extension requests, etc…), bill stubs/coupons, and unprocessed payments within 24 hours. We will continue returning all unprocessed items within 24 hours to the City using your courier, Lone Star Overnight. The Respondent must submit daily and monthly reports indicating the number of pieces received and the total revenue deposited for the utilities accounts. While we can provide a custom report detailing the number of items processed, the City doesn’t currently receive it. You currently receive your daily deposit totals through a transmission. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The Respondent must have the capability to transmit data and images electronically through a billboard or web application, on a daily basis, by 1:00 p.m., in order to expedite cash flow and update customer accounts. Wells Fargo will continue to provide the City of Denton with a consolidated remittance file each day based on the current deadlines in place. The Respondent must designate a dedicated on-site contact person for research and issue resolution. You’ll continue to have the attention of your dedicated client service officer, Betty Crawford, to assist with all your lockbox inquiries. She’ll assist you until an issue is resolved. Client service officers take ownership of your questions and concerns, and assist with any issues you encounter — from simple to complex — until the issue is resolved. The Respondent must provide same day on-line viewing of all check images. You can view images online the next business day after deposit processing. As a standard, we archive images for seven years. The Respondent must have the capabilities to return payment envelopes. We do not currently return payment envelopes to the City. In high-speed processing environments, we destroy envelopes during the mail opening process. The Respondent must be capable of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. Wells Fargo sends a daily file to the City that includes lockbox data. To let you know about discrepancies, we provide deposit adjustment notices that you can view online through our Statements & Notices service. You can also receive email, fax, or text message notifications that let you know when deposit adjustment notices are available for viewing Images of returned items are available online the next business day after being returned and are available for up to 180 days. If you enroll in our Returned Item Decisioning service, you can view images of returned items the same day Wells Fargo receives them. Authorized users can receive an email notification when we process returned items or when items are available for decisioning. The email prompts a user to sign on to the system and then view or decision returned items. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The Respondent must be capable of providing on-line detailed viewing of payments that have not been allocated to an associated account for research and decision by 12:00 p.m. Central Standard Time (CST) each day. The City will decision those payments so that they may be posted same day. Confirmed. Exceptions represent a very small percentage of the volume of overall payments, but can require the majority of your time to resolve. We post the City’s exception items to our online image archive where you can access them. On a same-day basis or over a period of multiple days, you can decision items that we cannot process. Examples include: Checks received without an OCR document (check-only payments) Checks received without customer account information Checks rejected due to stop file processing (we reject payments based on a list of accounts provided by the City). The Respondent must provide Remote Deposit Capture (RDC) services for the conversion of checks to ACH payments for priority processing. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. The City uses both Wells Fargo Electronic Deposit and Desktop Deposit to transmit your checks for utility billing and fire EMS accounts. With remote deposit, you can save both time and money and eliminate the need for your employees to physically take deposits to the bank. For Desktop Deposit we offer an extended deposit deadline of 9:00 p.m. CT for same-day ledger credit means faster notice of returned items. To make deposits remotely you need a scanner. Because our service is entirely internet-based, it does not require the installation of any software (other than a scanner driver). Any updates we make are immediately available to you when you access the system. We include our remote deposit price schedule in the Pricing section for your review. We do not provide scanning equipment for the Wells Fargo Electronic Deposit solution. The Respondent must provide Safekeeping services for the City’s investments/securities. Acknowledged. Please see Appendix for the Safekeeping Agency Agreement. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The Respondent must provide collateral on all uninsured collected balances and/or the principal of uninsured certificates of deposit plus accrued interest, if any, on deposit with the Respondent in accordance with the requirements of Texas Government Code Chapter 2257, Collateral for Public Funds. Securities pledged as collateral must be retained by a third party custodian that is a subscriber to the Fedwire Securities Service and is held in joint safekeeping for the Bank and the City. Wells Fargo currently works closely with the City to provide the appropriate collateral required by State law and the City’s Investment Policy. Our process pledges collateral based on net collected balances and is evaluated daily. The Respondent must perfect the City’s security interest in the pledged collateral and must specify the officers of the bank who are authorized to sign agreements with the City in accordance with the provisions of the Financial Institution Reform, Recovery and Enforcement Act (FIRREA) and FDIC policies. Federal banking law requires the Wells Fargo Public Finance Collateral Management Group execute a Depository Pledge Agreement on behalf of the depository institution, the customer, and the custodian. All contracts involving a municipality must be reviewed and approved by the Bank's Board of Directors or Loan Committee. Our Public Funds group will ensure an executed copy of the contract and resolution are provided to the customer in compliance with FIRREA. All required regulatory reporting of collateral requirements are completed centrally through Public Funds. As the incumbent bank for the Depository Services RFP, we have in place a tri party Depository Pledge Agreement and have delivered a certificate of board resolution and propose use of the current agreement. The Respondent must provide automatic transfers from a Control Concentration Account to at least four (4) zero-balance accounts (Controlled Disbursement Account, Depository Account, Pay Flex Account and Utility Account). The Controlled Disbursement Account will be used to clear all disbursement checks with daily notification, no later than 10:00 a.m. CST, of the total amount of checks clearing for that day. The City reserves the right to open or close any number or type of accounts throughout the period, if necessary. Acknowledged. Wells Fargo will continue to maintain the current account structure as described and currently implemented. Our Zero Balance Account (ZBA) service simplifies the concentration of funds. On a daily basis, the ZBA service automatically concentrates all of the designated account activity into your Control Concentration Account. You also use our Van Wert, controlled disbursement endpoint. We operate this endpoint through our affiliate bank, Wells Fargo Bank Ohio, N.A., which is 100% owned and operated by Wells Fargo & Company. The Van Wert service offers you a variety of available technologies, such as image access and 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C electronic reporting, to optimize your cash management activities. The City receives two notifications.* The first presentment is 8:00 a.m. CT. The second presentment is 9:00 a.m. CT. The Respondent must provide a dedicated account representative to serve as the primary contact with the City’s Finance Department. You’ll continue to have the attention of your dedicated client service officer, Betty Crawford, to assist with all your lockbox inquiries. She’ll assist you until an issue is resolved. Client service officers take ownership of your questions and concerns, and assist with any issues you encounter — from simple to complex — until the issue is resolved. The Respondent must provide at least three (3) references from governmental entities who are currently receiving the products or services requested from Respondent. The City prefers cities in Texas of similar or larger size. We include references as requested in the City’s Attachment D included with our response. The Respondent must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. Wells Fargo is a federally chartered national banking association that operates under Charter #1, the first national bank charter issued in the United States, which dates back to November 30, 1870. We have six banking store locations within the city limits of Denton. To learn how to obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: http://www.sos.state.tx.us/corp/copies.shtml; Phone 512- 463-5578; or email corpcert@sos.state.tx.us. Acknowledged. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Part 2: Minimum qualifications for optional electronic check processing The following minimum qualifications for electronic check processing must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any submission received, which is determined to not meet these mandatory qualifications for electronic check processing shall be immediately disqualified and rejected as non- responsive. The Respondent must provide electronic check conversion services with verification and guarantee. This will apply to both Point of Purchase (POP) and Mail Order/Telephone Order (MOTO) environments. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Wells Fargo Payment Gateway® With our gateway service, you can accept electronic check payments. When your customers submit their payment information, the service automatically checks for proper routing and transit numbers, as well as account number structures — all in real time. Our service takes the check information and prepares a NACHA file for further ACH processing. With our Wells Fargo ACH services, we route the files to the appropriate financial institutions for debiting of your customers’ bank accounts. This feature allows the City to receive their payments much faster than traditional paper check payments. The gateway service supports four ACH payment types: WEB: Single and recurring consumer debits initiated through the internet TEL: Single consumer debits initiated through telephone CCD: Commercial debit and credit entries PPD: Consumer credits and debits authorized by signature 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Merchant Services can offer the following related services: The Wells Fargo Perfect NOC® service compares all transactions against previously received notifications of change (NOC) and automatically updates any outdated information. The Respondent must provide industry standard hardware utilizing horseshoe bend-style check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and endorsement of the item in one pass and/or electronically franked “presented.” Terminal First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. The Respondent must provide daily batch settlement in Central Standard Time (CST). You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. The City receives funding on the next banking day for any transactions approved by 4:00 p.m. CT. In the following table, we list the latest time that you can transmit Visa® and MasterCard® sales transactions in order to meet the settlement times. Platform Latest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro on CardNet 8:00 p.m. PayPal PayFlow Link Gateway on CardNet 8:00 p.m. Nashville 1:00 a.m. PayPal PayFlow Pro on Nashville 11:00 p.m. PayPal PayFlow Link Gateway on Nashville 11:00 p.m. Authorize.net Gateway on Nashville 5:00 p.m. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Platform Latest transmission time (Central) FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network* 4:00 a.m. and 5:00 a.m. *Diners and JCB settlement files are processed through Discover Network. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. The Respondent must be in compliance with NACHA and Check 21 regulations. Wells Fargo Bank is in compliance with NACHA and Check 21 regulations. The Respondent must provide return check notifications and only two (2) check presentments. As part of our standard process, we can automatically redeposit items returned for nonsufficient funds (NSF) or uncollected funds (UCF) one time. We’ll send checks that do not clear the second time to the City within two days. With our online reporting, you can access same day and previous day reports with detailed information about your returned items. The same day report is also available through your mobile device. You can access images of returned items the next business day after we receive the items online. Images are available for up to 180 days. We can email you to let you know when an adjustment to your account has occurred through our Event Messaging service. The Respondent must provide real time authorization including notification of decline and reason for decline. The Respondent must provide a toll-free number for customer service support for check declines. Images of returned items are available online the next business day after being returned and are available for up to 180 days. If you enroll in our 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Returned Item Decisioning service, you can view images of returned items the same day Wells Fargo receives them. Authorized users can receive an email notification when we process returned items or when items are available for decisioning. The email prompts a user to sign on to the system and then view or decision returned items. The Respondent must provide next day settlement via ACH into the City’s bank account. Settlement must be in Central Standard Time (CST) and must have auto-close at midnight CST. You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. The City receives funding on the next banking day for any transactions approved by 4:00 p.m. CT. In the following table, we list the latest time that you can transmit Visa and MasterCard sales transactions in order to meet the settlement times. Platform Latest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro on CardNet 8:00 p.m. PayPal PayFlow Link Gateway on CardNet 8:00 p.m. Nashville 1:00 a.m. PayPal PayFlow Pro on Nashville 11:00 p.m. PayPal PayFlow Link Gateway on Nashville 11:00 p.m. Authorize.net Gateway on Nashville 5:00 p.m. FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. The Respondent must provide a separate Identification Number for each location. The numbers must be grouped in hierarchy under a department structure. The numbers must also have the City’s reference number imbedded in each ID which should be identified in the addenda information provided in the ACH funding process. This number is used for bank reconciliation purposes. Acknowledged. The ability to track deposits by location and transaction information gives the City the ability to more closely monitor deposit activity. This is a valuable management tool, especially for organizations with distributed operations. Wells Fargo deposit tickets can contain an auxiliary MICR field of up to ten digits. You can use the auxiliary field to track deposits by location; however, 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C our subaccounting service eliminates the need to use this additional field for that purpose. With subaccounting, we identify your deposit locations using subaccount numbers encoded in the account number field on the deposit tickets. If you use subaccounting for location reporting, you can use the auxiliary field to track other transaction information such as transaction sequencing or audit control numbers. This service provides you with a more thorough and accurate view of your deposit activity. The City uses Deposit Location Reporting (DLR) to report transactions on your various locations. DLR will sort and subtotal activity by location number on your ARP statement. You select your reporting frequency—daily, weekly, semimonthly, or monthly—and access the reports through Treasury Information Reporting (TIR) on the CEO portal or by data transmission for automated updating within your accounting system. The total of the settled batch amounts shall be posted to the City’s bank account and not be reduced by the applicable discount fees (i.e. gross settlement). Acknowledged. For banking store and cash vault deposits, we assign same-day availability to checks drawn on Wells Fargo accounts, one-day availability to U.S. government checks, and two-day availability to all other checks. To address your specific concerns with regard to your funds availability, we’ve included an availability schedule specific to your proposed depositing location in the Appendix. Submittal documents including a cover sheet, Solicitation Checklist, Attachments A -F and Exhibit 1, per the method described in SUBMITTAL INSTRUCTIONS. Acknowledged. We include all required documents with our response. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Scope of work and specifications Part 1: Bank depository services 1. In order to be considered, the Bank must be a state or national bank, credit union or savings association with a branch in the City of Denton, in accordance with Texas Local Government Code Chapter 105. Each proposal must provide the following information: Wells Fargo is a federally chartered national banking association that operates under Charter #1, the first national bank charter issued in the United States. We have several traditional type banking stores (branches) in the City of Denton that can assist with your depository, change order, and check cashing needs. We provide the ones in closest proximity to City Hall in the following table. You can make deposits at the specified highlighted locations if your daily cash deposits are less than $10,000 and your deposits contain fewer than 250 checks. The highlighted locations have been pre-approved the City’s deposit processing. Please refer to the Deposit Processing guides found in the Appendix section of this response. Location Distance in miles Deposit channels Deposit cutoff Denton Downtown 101 S Locust Street Denton, 76201 1.21 Teller, ATM, night drop, dual pouch deposit bags are post verified in the cash vault Mon - Thu: 5:00 p.m. Fri: 6:00 p.m. Denton North 601 University Drive Denton, 76201 2 Teller, ATM, night drop, dual pouch deposit bags are post verified in the bank/store Mon - Thu: 5:00 p.m. Denton Unt 1155 Union Circle 2nd Floor, Room 222 Denton, 76203 2.31 Teller, dual pouch deposit bags are post verified in the bank/store Mon - Thu : 5:00 PM Fri: 06:00 p.m. Denton South 1001 South Interstate 35 East Denton, 76205 2.89 Teller, ATM, night drop, dual pouch deposit bags are post verified in the bank/store Mon - Thu: 5:00 p.m. Fri : 6:00 p.m. Denton Crossing 1727 South Loop 288 Denton, TX 76205 3.47 Teller, ATM, night drop, dual pouch deposit bags are post verified in the bank/store Mon - Thu: 5:00 p.m. Fri: 06:00 p.m. Hickory Creek and Teasley 5009 Teasley Lane Denton, Texas 76210 5.51 Teller, ATM, night drop, dual pouch deposit bags are post verified in the bank/store Mon - Thu: 5:00 p.m. Fri: 6:00 p.m. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C a. The amount of paid-up capital stock and permanent surplus for the Bank. Paid-in Capital Q3 2015 (In Millions $) Preferred Stock 22,424 Common Stock $1-2/3 par value 9,136 Additional Paid-in Capital 60,998 Paid-in Capital 92,558 b. Audited financial statements for the most recent reporting year. You can locate Wells Fargo & Company’s most recent annual report at: wellsfargo.com/invest_relations/annual. You can locate Wells Fargo Bank, N.A.’s last four quarterly call reports at the following site: https://cdr.ffiec.gov/public/ManageFacsimiles.aspx by using the Wells Fargo Bank, National Association FDIC Certificate No. 3511. c. List of bank officers. John G. Stumpf, Chairman, President and CEO * Paul R. Ackerman, Treasurer Anthony R. Augliera, Corporate Secretary J. Rich Baich, Chief Information Security Officer Karl E. Byers, Chief Enterprise Risk Officer Patricia R. Callahan, Chief Administrative Officer * Jon R. Campbell, Government and Community Relations David M. Carroll, Wealth, Brokerage and Retirement * Christine A. Deakin, Corporate Strategy Derek A. Flowers, Chief Credit Officer Hope A. Hardison, Human Resources * Michael J. Heid, Home Lending * Bruce E. Helsel, Corporate Development Richard C. Henderson, Corporate Properties Yvette R. Hollingsworth, Chief Compliance Officer David M. Julian, Chief Auditor Richard D. Levy, Controller * Michael J. Loughlin, Chief Risk Officer * Avid Modjtabai, Consumer Lending * Jamie Moldafsky, Chief Marketing Officer Kevin D. Oden, Chief Market Risk Officer 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Kevin A. Rhein, Chief Information Officer * Joseph J. Rice, Chief Operational Risk Officer James R. Richards, Bank Secrecy Act Officer and Head of Financial Crimes Charles D. Roberson, Enterprise Efficiency & Global Services James H. Rowe, Investor Relations Eric D. Shand, Chief Loan Examiner John R. Shrewsberry, Chief Financial Officer * Timothy J. Sloan, Wholesale Banking * James M. Strother, General Counsel * Oscar Suris, Corporate Communications A. Charles Thomas , Chief Data Officer Carrie L. Tolstedt, Community Banking * * “Executive officers” according to Securities and Exchange Commission rules Below we include the executives responsible for treasury management services. Treasury management leadership Tim Sloan Tim is a senior executive vice president and head of Wholesale Banking. He oversees Asset Management; Capital Markets; Commercial Banking; Commercial Real Estate; Asset Backed Finance; Equipment Finance; Corporate Banking; Insurance; International; Investment Banking; Treasury Management; and Wells Capital Finance. Perry Pelos Perry is an executive vice president and head of the group comprised of Commercial Banking; Corporate Banking; Government and Institutional Banking; and Treasury Management. Perry reports to Tim Sloan. Perry was previously head of Commercial Banking. Danny Peltz Danny is an executive vice president and head of Treasury Management, reporting to Perry Pelos. Danny is responsible for developing and delivering treasury management services to our commercial and institutional customers. He leads a team of sales, marketing, product, implementation, operations, and service team members. He also oversees Health Benefit Services, which provides health savings accounts, and Wholesale Internet Solutions, which manages our internet and mobile channels. Danny’s credentials include the development of our Commercial Electronic Office® (CEO®) portal, Desktop Deposit® service, and CEO Mobile® service. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C d. List of the bank directors. Please see our board of directors below. John D. Baker II, Executive Chairman, FRP Holdings, Inc. Elaine L. Chao, Former U.S. Secretary of Labor John S. Chen, Executive Chairman and CEO, BlackBerry Limited Lloyd H. Dean, President and CEO, Dignity Health Elizabeth A. Duke, Former member of the Federal Reserve Board of Governors Susan E. Engel, Retired CEO, Portero, Inc. Enrique Hernandez, Jr., Chairman, President, and CEO, Inter-Con Security Systems, Inc. Donald M. James, Chairman, Vulcan Materials Company Cynthia H. Milligan, Dean Emeritus, College of Business Administration, University of Nebraska – Lincoln Federico F. Peña, Senior Advisor, Vestar Capital Partners, Former U.S. Secretary of Energy and Former U.S. Secretary of Transportation James H. Quigley, CEO Emeritus and Retired Partner at Deloitte Judith M. Runstad, Of Counsel, Foster Pepper PLLC Stephen W. Sanger, Retired Chairman, General Mills, Inc. John G. Stumpf, Chairman, President, and CEO, Wells Fargo & Company Susan G. Swenson, Retired President, and CEO, Sage Software, Inc. Suzanne M. Vautrinot, President, Kilovolt Consulting, Inc. and Major General and Commander, United States Air Force (retired) e. Ratings on outstanding debt. Wells Fargo subscribes to Fitch, Moody’s, Standard & Poor’s, and DBRS ratings agencies. We have one of the highest debt ratings of any financial services company, as shown in the following table.* Wells Fargo & Company Fitch Ratings Moody’s Standard & Poor’s DBRS Long-term Issuer Rating AA- A2 A+ AA Short-term Issuer Rating F1+ P-1 A-1 R-1 (middle) Senior Unsecured AA- A2 A+ AA Subordinated A+ A3 A AA (low) Preferred Stock BBB Baa2 BBB A 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Bank, N.A. Fitch Ratings Moody’s Standard & Poor’s DBRS Long-term Issuer Rating AA Aa2 AA- AA (high) Short-term Issuer Rating F1+ P-1 A-1+ R-1 (high) Bank Deposits AA+ Aa1 AA- AA (high) Senior Unsecured AA Aa2 AA- AA (high) Subordinated A+ Aa3 A+ AA *The information provided is found on our Investor Relations site (wellsfargo.com/invest_relations/debt) and is provided for informational purposes only. We do not guarantee the accuracy or completeness of information on or available through this site, and we are not responsible for inaccuracies or omissions in that information or for actions taken in reliance on that information. Please read Legal Disclaimers (wellsfargo.com/invest_relations/legal/) before using or relying on information on or available through this site. Potential investors in our securities should seek professional advice before they invest. f. Proposed wire transfer agreement/contract. We include our wire transfer agreement for your review in the Appendix. g. Sample account analysis and monthly bank statement. You’ll find a sample account analysis and bank statement for your review in the Appendix. h. Availability of funds schedule. We include availability schedules in the Appendix. i. Proposed collateral agreement and FIRREA compliance documents perfecting collateral. As the incumbent bank for the Depository Services RFP, we have a tri party Depository Pledge Agreement in place and have delivered a certificate of board resolution. We propose use of the current agreement. j. Proposed custody/security safekeeping agreement. We include our sample Safekeeping Agency Agreement for your review. k. Any additional contracts or agreements requiring City approval (ACH, cash vault, retail lockbox, e-lockbox, etc…). We include all applicable agreements in the Appendix. l. RFP documents including fee schedule. We include all of the City’s required documents, including fee schedule, with our response. You’ll find the fee schedule in the Pricing section. m. Policies for overnight and daylight overdrafts. We can accurately measure — in real time — a daylight overdraft* on a single standalone account, on a group of accounts, or across all accounts in a zero balance account structure. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C While you do not have access to your daylight overdraft information, through our intraday reporting, you have access to incoming and outgoing wire information on a near real-time basis on each account. We do not charge for daylight overdrafts. We charge for both overdrafts and for the use of uncollected funds. We calculate the rate for uncollected funds based on our prime borrowing rate. The formula for this fee is: (average daily negative collected balance × overdraft rate × days in period) ÷ (360) We can offset these fees (overdraft and uncollected funds) by the earnings credit allowance. Your relationship manager will set overdraft fees on a per item basis. *Please note that a daylight overdraft facility is subject to initial and annual satisfactory review of the financial statements of the City, credit approval, and satisfactory completion of any necessary documentation. n. Reference list of cities in Texas, preferably cities of similar or larger size. We include references as requested in the City’s Attachment D included with our response. o. Sample daily lockbox transmission reports. As the City’s current retail lockbox provider, Wells Fargo will continue to provide the City with your daily lockbox transmission in the current format. Maintaining your relationship with Wells Fargo eliminates the need for transmission testing. We include your transmission specifications in the Appendix for your review. p. Sample monthly lockbox activity reports. Lockbox summary and detail reports are available through our online site. We include sample reports in the Appendix for your review. 2. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Exhibit 1 will be acceptable in the monthly account analysis, unless specified in subsequent sections. Once selected as the City’s Bank, no additional or increased fees for services in the fee schedule may be charged to the City during the contract term. An account analysis statement must be sent to the City monthly. Upon review and any necessary corrections, the City will authorize a debit to its Control Concentration Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Acknowledged. We include the City’s completed fee schedule in the Pricing section. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C We’ll send you a monthly analysis statement just as we do now and debit your account for any deficiencies that are not offset by earnings credit. If you identify an error, you have up to 60 days from the receipt of your analysis statement to notify us and it will reflect on your next account analysis statement. 3. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. Acknowledged. 4. How is the Bank chartered? Wells Fargo & Company was founded in 1852, incorporated in the State of Delaware. The original charter date of Wells Fargo Bank, N.A is November 30, 1870. On March 20, 2010, the national bank charters of Wachovia Bank, N.A., and Wachovia Bank of Delaware merged into Wells Fargo Bank, N.A. 5. What percent of current loans are classified as non-performing? Non-accrual loans as a percentage of total loans (as reported) is 1.28%. 6. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If “yes”, please explain. To the best knowledge of the team preparing this response, there are no significant problems that we’re aware of that would have a material impact on our ability to continue supporting your banking operations. You can find copies of the Legal Proceedings sections from Wells Fargo & Company recent public filings are available at: wellsfargo.com/invest_relations/filings 7. Indicate the Bank’s capital to assets ratio for the last five (5) years. Year end Ratio 2014 10.98% 2013 11.22%* 2012 11.17% 2011 10.78% 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Year end Ratio 2010 10.16 *Originally reported as 11.20%; but later revised to reflect reclassification of certain assets. 8. What was the Bank’s 2014 return on assets (ROA)? Wells Fargo net income to average total assets (ROA) was 1.45%* *Wells Fargo & Company Annual Report 2014 9. Attach copies of the Bank’s most recent FDIC (UPBR) call reports. You can locate Wells Fargo Bank, N.A.’s last four quarterly call reports at the following site: https://cdr.ffiec.gov/public/ManageFacsimiles.aspx by using the Wells Fargo Bank, National Association FDIC Certificate No. 3511. 10. Does the Bank currently operate a branch bank(s) in the city of Denton? If so, please indicate services that will be provided from the Bank’s branch location(s) and services provided from the main Bank. Also, please indicate service locations throughout the proposal, where applicable. Yes. We have six banking store locations within city limits. We include the stores along with their distance from City Hall in our response to number one within this section. Our Denton Downtown location is the closest in proximity to City Hall and provides full banking services, which include tellers, ATM, night drop, and dual pouch deposit bag drop off. You can make deposits at several preapproved banking stores— we’ve highlighted them for you in our response to number one. You can make deposits at those specific locations if your daily cash deposits are less than $10,000 and your deposit contains fewer than 250 checks and less than $10 in coin. When you present deposits to tellers in secure plastic, tamper-evident, dual- pouch bags, they’ll remove checks and deposit tickets, and then provide receipts for the amounts shown. You don’t have to wait. We verify the cash, either at the banking store or at one of our cash vaults, after you leave. Or — if you’d rather have immediate confirmation — tellers will count and verify deposits in your presence. You’ll set up your preference at implementation. You receive next-day credit for checks, provided you make your deposit prior to the disclosed cutoff time. Cash deposits receive same-day credit regardless of your deposit time. In addition to making deposits, you can place cash orders of up to $3,000 cash and $500 in coin per day. There is a limit of three orders per week. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 11. Please list all service locations in Denton. Wells Fargo has six banking stores in the City of Denton; however, the one in closest proximity to City Hall is our Denton Downtown location at 101 S. Locust Street. The Downtown Denton location is approved for local deposits if the deposits fit the criteria referenced in our response to number 10 in this section. The City uses our Dallas cash vault for your cash deposit and change order needs. 12. The City intends to establish the following Bank accounts: Account Name Type Controlled Disbursement Account Zero Balance Account Depository Account Zero Balance Account Pay Flex Account Zero Balance Account Utility Account Zero Balance Account Control Concentration Account Commercial Account The Controlled Disbursement Account will be used to clear all disbursement checks for the City. Automatic transfers from the City’s Control Concentration Account will be used to fund checks and bring the balance back to zero. The bank is required to notify the City via an Internet reporting system each morning no later than 10:00 a.m. Central Standard Time (CST) of the total amount of checks clearing for that day. Please provide any specific Controlled Disbursement Account agreement. Acknowledged. Wells Fargo will continue to maintain the current account structure as described and currently implemented. Our Zero Balance Account (ZBA) service simplifies the concentration of funds. On a daily basis, the ZBA service automatically concentrates all of the designated account activity into your Control Concentration Account. You also use our Van Wert, controlled disbursement endpoint. We operate this endpoint through our affiliate bank, Wells Fargo Bank Ohio, N.A., which is 100% owned and operated by Wells Fargo & Company. The Van Wert service offers you a variety of available technologies, such as image access and electronic reporting, to optimize your cash management activities. The City receives two notifications.* The first presentment is 8:00 a.m. CT. The second presentment is 9:00 a.m. CT. Our controlled disbursement services includes our premier Perfect Presentment® service, which allows us to compare checks to your issued check file and our stop payment database prior to posting to your account. We identify and correct encoding errors and report only “true” exceptions to you. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Please see the Appendix for agreements. *Monday through Friday, excluding Federal holidays. The City reserves the right to open or close any number or type of accounts throughout the period, if necessary, although no changes are anticipated at this time. Acknowledged. 13. Services and fees a. The City prefers a straight fee or direct payment method where analysis charges are debited to the Control Concentration Account. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Respondents should provide proposals for both the straight fee/direct payment method and the compensating balance method. All account balances should be grouped together for either calculation. We accept compensation in fees, balances, or a combination of the two. The same price schedule applies, regardless of compensation method. Customers can choose how to group accounts for analysis and compensation purposes. Each division or account can have its own relationship level, or can be grouped to meet their requirements. We calculate total charges, offsetting balances, and reserve requirements at the account level. We can also aggregate balances in all accounts at the relationship level. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis statement each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account (earnings credit). Please submit a sample of the monthly account analysis statement. We’ll debit your account on a monthly basis just as we do now. Your statement provides summary and detail reporting for the services you use and contains all the information referenced above. Each banking service has an element ID and a specific fee, both of which we capture and report in the analysis statement. We mail the City a paper statement; however, you can access an interactive statement online within two business days after your statement cycle cutoff. By comparing account summary information for the current month with the previous 12 months, you can spot trends in your account activity. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Statement sections Your statement provides pertinent balance and activity information in a concise and logical format. We describe key sections of our account analysis statement below. Relationship summary You’ll readily see a summary of all accounts within your relationship. Analysis summary This section includes a summary of account balance, earnings allowance, and service charges. The currency on this section is the currency of the billing account. Balance summary The balance and service charge information for all your accounts appears in this section. Service detail You will get a detailed description of services billed in the current month — along with the corresponding AFP code, unit price, volume, and service charges. Trend analysis To assist you in monitoring trends, this section displays the most recent six months of average balances and service charges. Each column has headings that match an item in the analysis summary or balance summary section. Sample account analysis statement A sample partial account analysis statement in HTML format is on the following page. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Safekeeping fees for the City’s investments shall be described on the account analysis statement and paid monthly. The City requires that all charges for securities clearance and safekeeping, including fees passed on from the Federal Reserve Bank or the Federal Home Loan Bank, be included in the account analysis statement rather than deducted from each security settlement. Acknowledged. Exhibit 1 contains the City’s average bank depository services activity over the past 12 months. Using Exhibit 1, please indicate the cost of providing each of these services on a per-item basis and include the associated Association of Financial Professionals (AFP) code, if different from those currently provided. If appropriate, identify other services not listed with their associated costs and AFP code. Any service not appearing or which does not have a fee indicated on the proposal form will be considered to be free of charge in the bank depository agreement. Please attach a sample account analysis statement. Acknowledged. We’ve included the cost for the services proposed in this RFP on a per item basis as requested. Please see the City’s fee schedule included in the Pricing section for details. We include a sample account analysis statement in the Appendix. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo will begin assessing a recoupment fee to the City at the start of the next contract period. The purpose of the fee is to recover a portion of an assessment from the Financing Corporation (FICO). Wells Fargo is subject to this assessment, which is related to the savings and loan bailout, through 2017. The monthly rate may change on a quarterly basis. The charge is the monthly rate, currently .1275, per $1,000 of your positive average ledger balance for the month. Your account analysis statement will detail this fee as an individual charge. We have done our best to provide pricing elements based on what we know about the City’s process. It’s possible that you can incur one-off types of costs due to unforeseen circumstances. We’ll do our best to work with you in these situations as they occur. Additionally, some of the services referenced in our response are not included in our pricing sheets because we’d need to have a complete understanding of your specific requirements first. Once we do, we’d sit down with the City to negotiate pricing scenarios based on your individual requirements. 14. Automatic payroll deposit is a service the City offers its employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to employee’s bank, saving and loan, or credit union account. Please state the Bank’s procedure for this service and list appropriate cut-off times that would apply. The City’s net payroll is approximately $2.5 million each pay period. The City sends your bi-weekly payroll files to Wells Fargo by direct origination. You send us a NACHA-formatted file that contains required ACH transaction information such as routing and transit number, account number, dollar amount, and effective date. The following table includes cutoff times: Origination method Same-day settlement* One-day settlement Two-day settlement Direct origination 8:00 p.m. CT 8:00 p.m. CT 11:00 p.m. CT *Available for on-us items 15. Please provide information pertaining to payroll cards, if provided. The City is currently issuing payroll cards through Wells Fargo. We’ve included information for the product as requested. As an alternative to issuing checks, the City can pay individuals electronically by crediting funds to a prepaid card. In partnership with MasterCard IPS, Wells Fargo offers reloadable and non-reloadable prepaid cards. You can issue MasterCard- branded debit cards in any denomination for recurring disbursements and up to $10,000 for one-time disbursements. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Cardholders with prepaid cards can access funds at more than 12,000 Wells Fargo ATMs.1 They can also obtain cash from more than two million non-Wells Fargo ATMs (and other locations) worldwide that accept MasterCard.2 Prepaid cardholders1 can also make over-the-counter (teller) withdrawals3 at nearly 6,200 Wells Fargo branch locations or any MasterCard-member bank. 1For non-reloadable cards, the City must choose to use our optional cash access option in order for cardholders to make ATM and over-the-counter withdrawals. 2Fees may apply. 3Cardholders receive one over-the-counter withdrawal per month at no charge; there is a charge for each additional withdrawal. How it works Enrollment Reloadable Our reloadable prepaid card service requires online enrollment2 or cardholder signatures on enrollment forms. We require the following information about each cardholder: Name Physical residential address Date of birth Social Security number Country of citizenship Additional documentation to verify his or her identity (if needed) 2The City must choose the online enrollment option during implementation. Non-reloadable We do not require a cardholder signature for non-reloadable cards with a funding limit up to $2,500 (or non-reloadable payroll cards up to $5,000). Any card you order on a card program with a funding limit up to $10,000 requires a cardholder signature. The information required for non-reloadable cards varies depending on the program you use. Program name Required cardholder information Purchase only None Personalized purchase only Name Address All access (up to $2,500) Name Physical residential address Date of birth 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Program name Required cardholder information Cash access (up to $10,000) Name Physical residential address Date of birth SSN Payroll (up to $5,000) Name Physical residential address Date of birth Card ordering Reloadable You can order initial cards online or by transmission. Online orders can be placed one card at a time, or, for multiple cards, you can use our Excel batch upload feature. To accommodate employees hired too close to payday for you to order permanent cards, we offer an instant issue service: You’ll maintain a stock of cards to give to employees immediately. Reloadable instant issue During implementation, you will order an inventory of cards to have on hand. You will also set a threshold amount for automatic reordering of cards. Before you hand out an instant issue card, sign on to the online site, select the instant issue card option, and complete the required fields. The City must provide cardholder information and disclosures to the cardholder at the time of instant issue, and the cardholder must pass identity verification, before funding can occur. Non-reloadable You can order initial cards online or by transmission. Online orders can be placed one card at a time, or, for multiple cards, you can use our Excel batch upload feature. If you choose to use the instant issue functionality, during implementation, you will order an inventory of cards to have on hand for one-time card needs. Before you hand out a non-reloadable prepaid card, you will sign on to the online site, select the appropriate card option, and provide the required information for each cardholder. Card funding Reloadable You can load value onto cards by direct transmission (which is a batch settlement application) or through our online ACH Payments service. Both methods offer same-day funding, if needed. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Instant funding is available online for instant issue cards and reloads.3 With the instant funding feature, we will debit funds from the City’s designated account and load them to the cards for immediate use. 3If you use a personalized instant issue program, the City must provide cardholder information and disclosures at the time of instant issue before funding can occur. Non-reloadable When you order non-reloadable cards online or by transmission, we will debit the funds from the City’s designated account and load them to the cards. Instant funding is available online for instant issue cards. Your designated account is debited and the funds are available to the cardholder for immediate use. Cardholder reporting Cardholders can review their transactions almost immediately; activities and balances are updated immediately and are accessible through multiple channels. Channel Description Mail Cardholders can request to receive monthly paper statements that include all debits and credits posted to a card, including any fees assessed by Wells Fargo or others during the statement period. Automated IVR Cardholders can check their balances and transaction history by calling a toll-free number. Internet Cardholders can view balances, transactions, history, and monthly statements online at the cardholder customer service website. Statements include all debits and credits posted to a card, including any fees assessed by Wells Fargo or others during the statement period. Customer service Cardholders can check balances and transaction history by speaking with a customer service representative.* ATM Cardholders can check card balances at any ATM displaying the MasterCard logo. *There is a charge if the cardholder contacts customer service more than once per month; we recommend the cardholder use a different option. 16. Please indicate whether or not non-account holders, employees and/or vendors, will be charged a fee to cash disbursement checks issued by the City. Checks drawn on Wells Fargo Wells Fargo will cash — without charge — checks drawn on Wells Fargo, if the payee is also a Wells Fargo customer. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C We will cash — for a fee — checks drawn on Wells Fargo, if the payee is not a Wells Fargo customer. The City can arrange to pay the fee on behalf of the payee, or can split the fee with the payee. Checks drawn on other banks With the exception of some accounts, we will cash — without charge — checks drawn on other banks if the payee is also a Wells Fargo customer. We will require the City to indemnify Wells Fargo for any losses Wells Fargo might suffer as a result of cashing checks drawn on the City’s accounts with other banks, where the payee is not a Wells Fargo customer. Wells Fargo charges a per-check fee for cashing checks drawn on other banks where the payee is not a Wells Fargo customer. In addition, there is a monthly charge for cashing checks drawn on other banks. 17. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a commercial account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit that the City could utilize daily as an investment alternative? If so, please explain the fund’s parameters and interest earnings history or attach a separate prospectus. Wells Fargo offers two next-day sweep solutions designed to meet a variety of liquidity needs. We have reviewed the eligible investments under the Texas Public Funds Investment Act and the City’s investment policy and the funds mentioned below meet the requirements for allowable investments. The money market mutual funds are actively managed, AAA-rated, and focused on preservation of capital and liquidity. Please see the money market mutual fund fact sheets and the prospectus for additional details. Yields may vary by strategy. Wells Fargo Advantage Funds® – AAA-rated / Institutional Class Offerings Government Money Market Fund (Cusip 94975P405) Please see the attached fact sheet for yield history in the Appendix. Primary focus is preservation of capital and maintaining a high level of liquidity by actively managing a portfolio that consists exclusively of high- quality, short-term money market instruments that consist of U.S Government obligations and repurchase agreements collateralized by U.S. Government obligations. Yield as of 11/19/15 is 1 basis point (bps). Treasury Plus Money Market Fund (Cusip 94975H296) Please see the attached fact sheet for yield history in the Appendix. Primary focus is preservations of capital and maintaining a high level of liquidity by actively managing a portfolio that consists exclusively of high- 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C quality, short-term money market instruments that consist of U.S. Treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. Yield as of 11/19/15 is 1 bps. This option automatically sweeps excess collected balances into a Wells Fargo Advantage Funds money market mutual fund investment on a next day basis. Funds are debited from the checking account as the last transaction of the day. The excess balance will sweep into a FDIC insured omnibus* account and will continue to be collateralized per Texas Statute until the funds are invested the next morning when the market opens. While invested in the money market mutual fund the City will not be assessed FDIC charges. The benefit of redemption is credited immediately (same-day). However, the investment is actually redeemed the next day when the market opens. Any investment balance is reflected as part of the City’s available balance. *Omnibus account – while invested funds are in the account, all clients are covered by FDIC insurance (up to $250,000 based on ownership category). In addition, governmental or public fund deposits will continue to be collateralized in accordance with state or federal law and held in the client’s name until released for investment the following morning. Prospectus: https://www.wellsfargoadvantagefunds.com/assets/edocs/regulatory/prospectus/money-market-inst-pro.pdf In addition, Wells Fargo Securities offers a variety of short-term investment products, including money market mutual funds. Money market mutual funds provide diversification and daily liquidity, making them an attractive cash management tool. By providing a variety of institutional money market mutual fund options, including 100% treasury, government, prime and tax- exempt funds, you can select the money market mutual fund that best fits your organizations’ investment objectives. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 18. Retail lockbox a. The City requires retail lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The utility lockbox service must be a year-round operation. Specify if lockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s utility account. Wells Fargo currently uses Remitco to process the City’s utility billing revenues. We credit your deposit through an image cash letter file sent by Remitco to Wells Fargo. Wells Fargo is the bank of first deposit for your deposits. Wells Fargo observes most, but not all, Federal Reserve holidays. However, our retail lockbox facilities process work every day (with the exception of Thanksgiving Day and Christmas Day). We credit deposits and send transmissions for work we process on weekends and holidays on the following business day. You can request that we send you weekend or holiday transmission files; however, deposits still credit the following business day. We include agreements for our lockbox services in the Appendix. b. Bank capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. i. The Respondent must obtain one (1) post office box for utility payments. You have an existing post office box number and our couriers deliver incoming mail directly to the processing site following every mail pickup. This ensures that we process incoming mail as quickly as possible. ii. All payments must be processed within 24 hours. We process mail that we can extract and open with our high-speed equipment on a same-day basis— as long as your data transmission deadline is 3:30 p.m. CT or later, and your mail was picked up by 6:30 a.m. local time. iii. The Respondent must be capable of retrieving mail from the post office, opening all correspondence, balancing contents, direct depositing to the City’s utility account, and transmitting updates/posting to the City of Denton customer accounts. We will continue receiving and sorting your mail, inputting data for items that require keying, preparing your remittance package, and transmitting reports and images to you as we do today. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C iv. The Respondent must be able to process the following payments: 1. 1 check, 1 coupon 2. 1 check, multiple coupons 3. 1 check, 1 spreadsheet with listing of accounts 4. Multiple checks, 1 account 5. Check only 6. Electronic bill payments (EDI – Electronic Data Interchange) 7. Money Orders 8. Cashier’s Checks Wells Fargo can process the payment types referenced. We’ve worked with Remitco to provide the specific processing procedures that best meet your needs. To ensure that the City is receiving the best solutions that lockbox has to offer we recommend setting up a tour of the facility, which we’d be happy to help arrange. c. The Respondent must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount, and prepare a transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. We can accept and process the transmission and provide exceptions as described. d. The Respondent must be capable of accepting monthly stop payment files which will include a listing of accounts that the City will not accept payment on. Wells Fargo accepts monthly stop files from the City designating accounts for which the City will not accept payment. e. The Respondent must have the capability to sort out coupons identified for special processing (Plus One Program, change of mailing address, etc…). Your specific processing instructions are an important part of our processing. At Wells Fargo, most customer-specific instructions are programmed into our operating software and require no human intervention. For all other instructions, we document procedures and have you sign off on them. If you request a change to your procedures, we’ll document it and hold a meeting with the entire operations team at the beginning of each shift to communicate the change. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C f. The Respondent must provide the City all miscellaneous correspondence received through lockbox (i.e., address changes, payment extension requests, etc…), bill stubs/coupons, and unprocessed payments within 24 hours. We will continue returning all unprocessed items within 24 hours to the City using your courier, Lone Star Overnight. g. The Respondent must submit daily and monthly reports indicating the number of pieces received and the total revenue deposited to the City’s utility account. While we can provide a custom report detailing the number of items processed, the City doesn’t currently receive it. You currently receive your daily deposit totals through a transmission. h. The Respondent must have the capability to transmit data and images electronically through the billboard or other application, on a daily basis, by 1:00 p.m. CST, in order to expedite cash flow and update customer accounts. The City will continue to receive a data file containing lockbox detail through our consolidated receivables service. You access images online the next business day after processing through our CEO portal. i. The Respondent must designate a dedicated on-site contact person for research and issue resolution. You’ll continue to have the attention of your dedicated client service officer, Betty Crawford, to assist with all your lockbox inquiries. She’ll assist you until an issue is resolved. Client service officers take ownership of your questions and concerns, and assist with any issues you encounter — from simple to complex — until the issue is resolved. We have established turnaround times for research and adjustments. The time it takes to respond to a request varies depending on the specific issue and on the type of transaction we are researching; in general, we complete research requests for transactions processed within the previous 180 days within three business days. Client service officers can engage the team lead, division manager, line of business manager, or national client services manager, for assistance on customer inquiries. They can also engage technical services, and key product and operational partners on your behalf. We encourage our client service officers to use the chain of command to assist with escalations. To proactively look for issues that could potentially escalate, we continually review our ability to meet customer commitments, timely resolution, and repeat issues. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C j. The Respondent must provide same day on-line viewing of all check images. You can also view images online the next business day after deposit processing. As a standard, we archive images for seven years. k. The Respondent must have the capabilities to return payment envelopes. We do not currently return payment envelopes to the City. We destroy envelopes during the mail opening process. l. The Respondent must have capabilities of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. Wells Fargo sends a daily file to the City that includes lockbox data. To let you know about discrepancies, we provide deposit adjustment notices that you can view online through our Statements & Notices service. You can also receive email, fax, or text message notifications that let you know when deposit adjustment notices are available for viewing. Returned check images online Images of returned items are available online the next business day after being returned and are available for up to 180 days. If you enroll in our Returned Item Decisioning service, you can view images of returned items the same day Wells Fargo receives them. Authorized users can receive an email notification when we process returned items or when items are available for decisioning. The email prompts a user to sign on to the system and then view or decision returned items. Fees associated with returned items will depend on your choice of services. Please refer to our pricing for additional information. m. The Respondent must be capable of providing detailed viewing of payments that have not been allocated to an associated account for research and decision by 12:00 p.m. CST each day. The City will decision those payments so that they may be posted same day. Confirmed. Exceptions represent a very small percentage of the volume of overall payments, but can require the majority of your time to resolve. Client Decisioning Module We post the City’s exception items to our online image archive where you can access them. On a same-day basis or over a period of multiple days, you can decision items that we cannot process. Examples include: Checks received without an OCR document (check-only payments) Checks received without customer account information Checks rejected due to stop file processing (we reject payments based on a list of accounts provided by the City). 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 19. Remote deposit capture (RDC) a. The Respondent must have the capabilities of converting checks to ACH payments for priority processing. The City currently has RDC equipment in use in Utility Billing and Fire EMS. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. The City uses two of our remote deposit services to deposit your checks for utility billing and fire EMS accounts. With both the Wells Fargo Electronic Deposit® and Desktop Deposit® services, you can save both time and money by using our remote deposit service to deposit checks into your Wells Fargo account electronically, and eliminate the need for your employees to physically take deposits to the bank. For Desktop Deposit we offer an extended deposit deadline of 9:00 p.m. CT for same-day ledger credit means faster notice of returned items. To make deposits remotely using the Desktop Deposit service, you need a scanner. Because our service is entirely internet-based, it does not require the installation of any software (other than a scanner driver). Any updates we make are immediately available to you when you access the system. We include our remote deposit price schedule in the Pricing section for your review. We do not provide scanners for the Wells Fargo Electronic Deposit service. 20. Collected funds definition a. The City desires to receive same day credit for all funds deposited by 3:00 p.m. CST. The funds should be investable for any investment transaction that can be executed. If not invested, the funds should earn interest/earnings credit at the rate paid for Commercial accounts. For banking store and cash vault deposits, we assign same-day availability to checks drawn on Wells Fargo accounts, one-day availability to U.S. government checks, and two-day availability to all other checks. To address your specific concerns with regard to your funds availability, we’ve included an availability schedule specific to your proposed depositing location in the Appendix. b. Please explain how the Bank calculates its Interest Rate and/or Earnings Credit Rate (ECR). We set the earnings credit rate (ECR) internally each month after evaluating a combination of factors, including the 91-Day Treasury Bill rate, the Fed Funds rate, sweep rates, and other market indicators. The rate is set at our discretion and we may adjust it during the month to react to market changes. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C We calculate your earnings credit on 100% of your investible balance (also called average daily positive collected balances). We do not deduct a reserve requirement prior to calculating the ECR. c. What is the Bank’s minimum guaranteed Interest and/or ECR and how would that change in the future if interest rates increase? While we cannot guarantee an interest rate or ECR as these are tied to market conditions, we will continue to offer the City an enhanced ECR of 0.25% (25 bps). d. Please attach a funds availability schedule. You’ll find the funds availability schedules related to your services in the Appendix. 21. Commercial account rates and alternative accounts a. Please provide a detailed explanation of the Bank’s policy and methodology used in the setting of interest rates paid on commercial accounts. Also, provide a schedule of all interest rates paid on commercial accounts since January 1, 2015. Specifically indicate if the interest rates are applied to ledger balances or collected balances and how it is calculated. Indicate when the interest rates change and if they are based on a market rate such as a T-Bill discount or yield rate. If the Bank proposes to pay the City a different interest rate on its commercial account, please explain. For customers like the City that use treasury management services, we provide an ECR in lieu of interest. We set the ECR internally each month after evaluating a combination of factors, including the 91-Day Treasury Bill rate, the Fed Funds rate, sweep rates, and other market indicators. The rate is set at our discretion and we may adjust it during the month to react to market changes. We calculate your earnings credit on 100% of your investible balance (also called average daily positive collected balances). We do not deduct a reserve requirement prior to calculating the ECR. We recommend that the City continue to use the enhanced ECR of 0.25% to offset service charges. You’ve received this enhanced rate since January 2015. b. If the Bank proposes a different type of account, whether interest bearing or not, please provide a detailed explanation of such alternative account and how FDIC insurance may apply. We recommend that the City maintain its current account structure with Wells Fargo to gain the most benefit of your collected balances. There is no fee for FDIC insurance. However, we will begin to charge a recoupment fee to recover a portion of an assessment from the Financing Corporation (FICO). Wells Fargo is subject to this assessment (related to the 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C savings and loan bailout) through 2017. The monthly rate may change on a quarterly basis. The charge is the monthly rate per $1,000 of your positive average ledger balance for the month. Your account analysis statement will detail this fee as an individual charge. 22. Electronic lockbox services a. The City desires E-Lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The Utility E-Lockbox service is a year-round operation. Please list any applicable E-Lockbox charges. Only the E-Lockbox charges listed on Exhibit 1 and in this section will be acceptable in the monthly account analysis statement. Once selected as the City’s Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the contract term. The City uses our E-Box® service for utility billing payments processed by third party bill service providers. The E-Box service merges your customers online utility bill payments into a consolidated electronic data stream and applies additional data transformations to increase your straight through processing rate of receivables and minimize exceptions. How the E-Box service works Your customers pay their bills with online banking services. Online bill service providers send payments electronically to Wells Fargo. The Wells Fargo E-Box service applies optional multistep validation to payments received, as appropriate. This process identifies, filters, and repairs invalid payments or other exceptions. The Wells Fargo Receivables Manager service consolidates your receivables data from multiple sources into a single file, and then translates it into your specific format. You receive a remittance file with correct account numbers and settlement. You apply credits to your customers’ accounts. Wells Fargo processes a consolidated automated clearing house (ACH) credit to your deposit account. Our E-Box service accepts and processes bill payments year-round. We include applicable charges in the Pricing section. 23. Other services a. Positive pay – Must have capabilities to receive daily disbursement (payroll and accounts payable) file from the City and verify the check number, check amount, check date and payee name. Must provide daily e-mail and/or on-line notification services of daily exceptions. Please provide details on this service and any applicable agreements. We provide same-day and next-day positive pay services. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C We integrate your check issue information, including check dollar amounts and serial numbers, into our teller platform. Our tellers use your check issue information to validate checks presented for encashment. To further protect against fraud, the City uses our payee validation service that allows tellers to validate payee names when accepting checks. Same-day positive pay Our same-day service identifies all stop payment items and positive pay exceptions, and corrects exceptions — including encoding errors — before they post to your account. Consequently, the daily funding totals we report to you always match your posting totals. You receive same-day exception and image reporting by 3:00 p.m. CT. You then make your pay and return decisions by 2:00 p.m. CT the next day. Our same-day positive pay service is offered in conjunction with our controlled disbursement services, through four controlled disbursement endpoints located in the Eastern time zone. Next-day positive pay Our next-day service compares checks posted to your account against your issue information. We review all positive pay exceptions and we reverse checks that we can correct, such as encoding errors, and repost them on the following business day. This feature saves you time and money because we research and resolve the majority of your exception items for you. You’ll receive next-day exception reporting and images by 11:00 a.m. CT. You’ll make your decisions by 4:00 p.m. CT. Positive pay reports for both same-day and next-day positive pay are integrated with our balance reporting system, both online and through our mobile service. You can view a list of positive pay exception items, view check images, and submit pay and return decisions. We include applicable agreements in the Appendix. b. Accounts Payable ACH Processing – Must have capabilities to allow payment of City liabilities through ACH processing. Please identify the process, costs and on-line reporting/viewing services associated with this process. Must be able to submit electronic data for both debits and credits. Must be able to reverse debits and credits. Explain how recipients may be able to view details of payment (i.e., invoices paid, purchase order reference, etc…). The City uses our ACH direct origination service to send payments. This requires that you send us a NACHA-formatted file containing the required ACH transaction information. You can include addenda records in your ACH file that allows you to include additional identifying information for your recipients. There is a separate detail record for each transaction. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Reversal options If you need to reverse a file or batch, you can include reversals in your next ACH file or call ACH Operations to reverse the entire file or batch. Our deadline for reversal requests is 3:00 p.m. CT on the fourth day after the entry’s posting date. You can choose from the following options for initiating item reversals: Include a reversal transaction in your next ACH file Use our online ACH deletes and reversals service Email or fax your reversal request to Wells Fargo Notification We offer the following options for notification of reversal results: Receive a confirmation when you initiate a reversal online Receive a CNote when you send a reversal file or batch View settlement information on your ACH reports online Receive one or both of the following end of day processing reports by fax or transmission: Delete/Reversal Summary and Delete/Reversal Item View the ACH Customer Activity report Call our ACH Customer Service group for confirmation c. Bank capability to meet the following must be detailed in the proposal. i. Bank statements must be available by the 5th working day and accessible through on-line reporting services. The City requires that one hard copy statement be mailed to the Assistant Director of Finance. The following table lists the mailing dates and online availability of statements and optional reports. We’ll send a hard copy to the Assistant Director of Finance just as we to today. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The following table lists the mailing dates and online availability of statements and reconciliation reports. Service option Business days after cutoff: mailed Business days after cutoff: available online Demand Deposit Account (DDA) statements 3 days 1 day Full reconciliation statement and reports Month-end cutoff Non-month-end cutoff 6 days 4 days 4 days 4 days Partial reconciliation statement Month-end cutoff Non-month-end cutoff 2 days 1 day 1 day 1 day ii. Wire transfers detailed information must be noted on the bank statement and accessible through on-line reporting service. Detailed current day information on incoming and outgoing wires is available to you on our online Wire Transfer Detail and Intraday Composite reports. These options include the account name and number, wire amount, process date and time, receiving or originating bank, correspondent bank, Fed or SWIFT reference number, internal reference or confirmation number, value date, currency, wire text, the transaction status, and other information. You’ll also find wire transactions on your bank statement. iii. ACH detailed information must be noted on the bank statement and accessible through on-line reporting service. Our online reporting service provides comprehensive domestic and international ACH reporting. You’ll also find ACH information on your bank statement. We provide a brief summary of our online intraday and previous day reports below and the information included within each type. Intraday reports ACH Receive This is our most commonly used intraday ACH report. It includes detail on all received ACH transactions that will post to your account at the end of the current day, including the first addenda record (if applicable). ACH Origination Provides summary information by ACH company ID for ACH files that you submit for processing. It also includes detailed information on accepted or rejected transactions as well as the ACH settlement number. If you use single item settlement, you will see a settlement entry for each transaction. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ACH Return/NOC Includes detailed information (including settlement information) by ACH company ID for all ACH returns and notifications of change (NOCs) for transactions you have originated. NOCs include corrected information and addenda records. EDI Payment Detail Provides both ACH and EDI payment data in a comprehensive report format, and includes all addenda records for supported segment types as well as settlement information. You can access EDI-formatted payment and remittance information on the same day it posts to your account. Intraday Composite Provides detail of intraday ACH transaction information, including company name, description, customer ID, company ID, entry class code, settlement information, and discretionary data. It also includes balance and summary information. If you use single item settlement, you will see a settlement entry for each transaction. Previous day reports ACH Customer Activity Lists all ACH activity on your account, including origination settlement information, adjustment detail, rejects, deletes and reversals, and a summary of your return activity by account. It also shows details of reversals, deletions, and rejects. Previous Day Composite Provides a comprehensive picture of ACH transactions from the previous business day. It includes a summary of your ACH activity, balance information, and specifics on each ACH transaction posting to your account. You can also select a hyperlink to view full addenda for your received transactions. If you use single item settlement, you will see a settlement entry for each transaction. You can download reports into your accounting, treasury workstation, or spreadsheet applications in a variety of the most popular formats, including BAI V2, CSV, and Excel, and view or print the reports in HTML and PDF formats.* *Download and viewing formats may vary by report. iv. Credit card merchant IDs and/or location reference numbers must be noted for deposits, adjustments, and chargebacks on the bank statement and accessible through on-line reporting service, if applicable. Your merchant statements show both summary and detail information by Merchant ID. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C If you’d like to view a more detailed settlement reporting, it is available with our online reporting tool BusinessTrack®; you’ll be able to view transactions by user ID, customer name, account number, and many other data fields. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. Chargeback management As part of our online merchant reporting service, you can manage and respond to chargeback and retrieval requests with our chargeback management tool. Using the chargeback management tool, you can work your chargebacks and retrievals electronically and submit scanned images of the required sales documents, eliminating the need for paper files. In addition, you can have increased control and audit functionality over your back office workflow. v. Deposits must include the serialized numbers and location identifications on the bank statements and on-line reporting service. The ability to track deposits by location and transaction information gives the City the ability to more closely monitor deposit activity. This is a valuable management tool, especially for organizations with distributed operations. Wells Fargo deposit tickets can contain an auxiliary MICR field of up to ten digits. You can use the auxiliary field to track deposits by location; however, our subaccounting service eliminates the need to use this additional field for that purpose. With subaccounting, we identify your deposit locations using subaccount numbers encoded in the account number field on the deposit tickets. If you use subaccounting for location reporting, you can use the auxiliary field to track other transaction information such as transaction sequencing or audit control numbers. This service provides you with a more thorough and accurate view of your deposit activity. The City uses Deposit Location Reporting (DLR) to report transactions on your various locations. DLR will sort and subtotal activity by location number on your account reconciliation (ARP) statement. You select your reporting frequency—daily, weekly, semimonthly, or monthly—and access the reports through Treasury Information Reporting (TIR) on the CEO portal or by data transmission for automated updating within your accounting system. vi. All deposit adjustments, returned checks, etc..., noted on the bank statement and on-line reporting services must include original deposit information (serialized deposit slip number and location identification). Deposit adjustment notices explain the reason for the adjustment and provide transaction details. Your notice includes location identification, adjustment amount, date, deposit amount, and deposit date. They’re available up to 180 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C days online after they are processed. When available, an image of the corrected check is included with the notice. The City uses the Deposit Location Reporting service, to help you reconcile location activity. You can access reports online through the CEO portal in PDF format, or you can download them in CSV or Excel formats. The report is also available by transmission. vii. Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc…, by fax, e-mail, and on-line notification service. In addition to mailing you a notice when an adjustment is made to an account, we also make information available online through our CEO portal. Adjustment notices will remain online for 180 days. Additionally, through our Event Messaging service, we can notify by email, fax, text, or all three whenever an adjustment advice is available. If you’re set up for the ACH Origination/Reject data file, you will receive it within 90 minutes after the bank processes your ACH file. The file will include details of the items that were processed and rejected. Through our Event Messaging service, we can notify you when one of your ACH Company IDs has return or notification of change activity that requires your attention. viii. Must receive reconciliation files electronically. You currently receive a transmission of your ARP statement. You also receive your ARP statements online through CEO Treasury Information Reporting service. The City also has access to detailed transaction information through the ARP Excel and CSV reports available online through the CEO portal. d. On-line banking system i. The City desires a fully hosted on-line banking system in order to minimize the impact on City servers. Our online services are browser-based applications. As such, we implement all system upgrades on our servers. Any upgrades are available to the City when you access the system; you won’t need to install any upgrades. 1. Will the City have full authorization to add/delete/edit users as needed or will it require bank personnel assistance? Your company administrator can perform a variety of functions through our online administration service, without bank intervention, including: Administering, maintaining, and deleting user access Resetting passwords Restricting user access to services 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Setting up multiple users with similar access controls at the same time Establishing additional controls for specified transactions and functions that require review and approval by a third or fourth administrator before a transaction’s execution* Setting up forced dual controls for all tasks performed through the online administration service* Running management reports that show current user access levels and 90 days of administration activity history Setting up the One Time Code service, which allows authorized users to approve transactions using a secure single-use code when they are away or do not have their tokens Reassigning tokens to other users *We require dual custody for money movement transactions and changes to user access. 2. Does the system allow the City to date wire transfers for a future date? If so, how many days? Yes. Wells Fargo accepts future-dated domestic and international wire transfers up to 60 calendar days in advance through all of our initiation methods. 3. Does the system require dual authorization and for what services? What other control options are available? To help reduce your fraud risk, Wells Fargo requires dual custody to approve money movement transactions and changes to user access. Dual custody is an industry standard and best practice that helps protect against fraud attempts that could originate inside or outside your company. For maximum effectiveness, dual custody should involve two users on different computers or mobile devices. You can choose to add dual custody to other online features such as user set up and password resets. 4. Does the system allow the City to view images of cleared checks? Yes. You can view images online through the following applications: Image Positive Pay. You can view, print, and save images of your positive pay exception items to assist in making pay or return decisions. Lockbox Image. You can access the next business day after deposit processing. We archive images for seven years. Stops-Images-Search. You can search for and retrieve images of any paid checks, deposits, debits, credits, or other items posted to your account. Images of many of these items are available the same day they are processed. Check images are available for seven years; deposit images are available for 180 days. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Treasury Information Reporting. You can access check images from the Previous Day Composite, Returned Items, and DDA Cycled Statement reports. Returned Item Decisioning. You can view images of returned items. 5. Does the system show transactions in real-time or are they prior business day? We offer both intraday and prior day transaction reporting through our online reporting application. Wells Fargo updates current day (intraday) information multiple times throughout the day. We report transactions that post, and we update current ledger and available balances, on a real-time basis; the exact times depend on the specific transaction. We update previous day information by 5:30 a.m. CT on business days. 6. What are the Bank’s procedures for failed wire transfers (i.e., the recipient bank rejects the wire)? If the receiving bank rejects a wire transfer, it returns the wire to Wells Fargo. We report the returned wire as an incoming wire on your current and prior day information reporting. The City can receive information on incoming wires online or by transmission. You can receive optional notifications* (immediately or at specific time intervals) about incoming wires by email, fax, or text message — or all three — to let you know when to sign on and retrieve information about an incoming wire. *Additional fees may apply. 7. Please explain the Bank’s on-line system and be prepared to provide a demonstration. The CEO portal is available 24 hours a day, 7 days a week, and provides you with single sign-on access to account information and a wide range of financial services. You can even customize your portal home page, so you can view critical account balances and transaction information at a glance. Features and capabilities With our single sign-on system you can: Centralize your payment and disbursement capabilities Customize and download current day and previous day reports Place stop payments, research transactions, and view images Initiate a full range of transactions, including domestic and international ACH and wire transfer, foreign exchange, trade, credit, and trust Control access to your accounts, set user transaction limits, assign administrators, and manage how transactions are authorized Sign up for services right from your desktop Receive time-sensitive notifications by email, text message, or fax 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Mitigate fraud and operational risk with advanced monitoring and decision-making tools Security features User security All users must enter a company ID, user ID, and password to access the portal. In order to access transaction-based or user management services, a user must enter a PIN and one-time password generated by a token. This second level of authentication ensures that the individual performing an activity on your account is authorized to do so. Dual custody To reduce your fraud risk, Wells Fargo requires dual custody (separate users to initiate and approve) to release online payment transactions and for any administration services related to transaction-based services. Dual custody is an industry standard and best practice that helps protect against fraud attempts that could originate inside or outside your company. For maximum effectiveness, dual custody should involve two users on different computers or mobile devices. You can choose to add dual custody to other online features such as user setup and password resets. By separating user tasks to initiate and approve a payment or make changes to user access, you are better positioned to prevent fraud. Additional security measures In addition to user authentication, we offer extensive security measures to help safeguard your information when you access any of our online services. From physical security of our data centers to encryption of data transmissions to sophisticated access controls, we take precautions to help ensure that your information is safe. The security of our single sign-on portal includes: Computer network security Data center security Round-the-clock monitoring Data integrity Access controls Internal controls While the City currently uses the CEO portal, we’re happy to arrange a demonstration of any of the applications. Additionally, we provide you with training throughout the course of your relationship with us. You have access to online product demos and your staff can access tutorials and sign up for webinars taught by trained product experts. User guides and answers to frequently asked questions are also easily found on the site. Your dedicated 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C client service officer is also available to help and walk you through any of your services. 8. Please explain any additional services and provide sample agreements, if applicable. Through the CEO portal, we also offer the following services. Services available through the CEO portal Treasury Management ACH Deletes & Reversals Online ACH Fraud Filter ACH Inquiry ACH Payments ARP Register Maintenance Basic Banking Cash Vault Deposit Maintenance Desktop Deposit Document Retrieval E-Box Decisioning Electronic Document Delivery Event Messaging Healthcare Claims Payments Healthcare Supplier Payments Image Positive Pay International ACH Payments Lockbox Payment and Delivery Preferences Payment Manager Payment Manager File Validation Tool Retail Lockbox Image Archive Returned Item services Reverse Positive Pay SAFE Transmission Self Administration Statements & Notices Stops-Images-Search Sweep Statements and Confirmations Treasury Information Reporting Cash Flow Analysis Wells Fargo Business Online Banking WellsTax® payments Wire Transfer Prepaid Card Services PayCard Prepaid Card Wells Fargo® Visa® Gift Card Health Benefit Services Health Benefit Services Purchasing Commercial Card Expense Reporting International Services Canadian Treasury Services Foreign Exchange Trade Services Online TradeXchange: Export Services TradeXchange: Import Services TradeXchange: MIS and Images Credit, Loan, and Finance Asset Based Lending Business Credit Services Credit Management Fed Funds Online Global Fed Funds Interest Rate Management Loan Document Templates Mortgage Information Reporting Receivables Financing Supply Chain Finance Warehouse Lending Finance WFBCI Customer Reporting Trust and Investment* Fed Funds Institutional Investing: Reporting Institutional Investing: Trading Market Linked Investment Offerings Mutual Fund Reporting Mutual Fund Trading Prime Services Retirement Plan Payments Retirement Professionals Workstation Retirement Solutions Securities Lending Reporting Security Valuations Trust Analytics Trust Information Delivery Trust Portfolio Reporting Trust Transaction Management Wells Capital Management Wells Fargo Advantage Funds Wells Fargo Securities – Fixed Income Sales Shareowner Services Shareowner Client Connect *Investment products are not FDIC-insured, are not deposits of or guaranteed by the bank, and may lose value. Deposit and credit products are offered by Wells Fargo Bank, N.A. Member FDIC. We include sample agreements for the services proposed to the City in the Appendix. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C e. Trust account services i. Please provide information and pricing regarding trust and/or escrow account services. By mutual agreement, the City of Denton occasionally enters into agreements with private individuals and companies in order to facilitate the completion of public projects. In such cases, each party will make a contribution or contributions into a trust and/or escrow account held by a third party. Wells Fargo’s Corporate Trust Services Division provides escrow services for a wide variety of clients involved in a variety of transactions, including cities and other municipalities. In 2014, Wells Fargo set up 1,242 new escrows with $11.4 billion in escrow assets on deposit. Our typical approach to on-boarding an escrow arrangement is to fully understand the transaction prompting the need for the escrow account, as well as the required duties of the escrow agent, the parties to be involved, the frequency of activities in the escrow account, the deposit amount anticipated, the expected duration of the appointment, the type of assets to be held by the agent and the investment options chosen by the parties. Based on our understanding of each of the described aspects, we make a determination as to the appropriate fee level, as agreed to by the parties to the escrow. Our trust products are generally a result of regulatory or legislative requirements, such as stand-by trusts for environmental liabilities or trusts established under the Trust Indenture Act for bond or note offerings. As with our escrow products, we need to have a complete understanding of the various aspects of the transaction and the trust in question in order to provide pricing. f. Red Flag Rules, and Fair and Accurate Credit Transactions (FACT) Act. i. The Bank is required to comply with Red Flag Rules and the FACT Act. The Bank must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Bank will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or as otherwise permitted by applicable law. A signed service Respondent acknowledgement form must be completed in conjunction with the depository services contract. As your organization engages in one or more agreements with Wells Fargo Bank, N.A., under which we may have access to information about your customers. We hereby agree that the following will apply to all agreements under which you or any of your subsidiaries and affiliates receive any goods or services from Wells Fargo, under which we maintain, process, or have access to information about your customers: 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C (1) As used herein, the term “Customer/Consumer Information” shall mean (a) any “nonpublic personal information” about the “customers” and “consumers,” (as those terms are defined in Title V or GLBA and the privacy regulations adopted there under) of the addressee, and (b) any information subject to Section 628 of the Fair Credit Reporting Act and any regulations or guidelines adopted there under about any “consumer” of the addressee of this response. “Wells Fargo” shall mean Wells Fargo Bank, N.A. (2) Wells Fargo hereby agrees that, except as may be reasonably necessary in the ordinary course of business to carry out the activities to be performed by it under its agreement (s) with you or as may be required by law or legal process, it will not disclose any Customer/Consumer Information to any third party other than the affiliates and those of Wells Fargo. (3) Wells Fargo agrees to take all reasonable measures, including without limitation such measures as it takes to safeguard its own confidential information, to ensure the security and confidentiality of all Customer/ Consumer Information, to protect against anticipated threats or hazards to the security or integrity of such Customer/Consumer Information, including but not limited to the proper disposal of such information. Wells Fargo further agrees to maintain a program designed to detect, assess, and contain any unauthorized person while in the custody of Wells Fargo or any of its affiliates or subcontractors. (4) Wells Fargo is both aware of and in compliance with the “red flag” change of address and address discrepancy regulations promulgated pursuant to the FACT Act. Please note, however, that this verification relates solely to Wells Fargo’s compliance with these regulations on its Wells Fargo Bank, N.A. 42 own behalf. If you believe there are specific functions that Wells Fargo should perform relating to your compliance with the “red flags” regulation, we would be happy to discuss those specific items. (5) These terms shall supplement but not supersede the provisions of any prior written agreement between you and Wells Fargo. g. Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. Below we include service recommendations for the City’s consideration. E-Bill Express With E-Bill Express you can offer your customers the convenience of a secure, environmentally friendly electronic bill presentment and payment option that helps you streamline receivables, reduce expenses, and improve cash flow. Wells Fargo E-Bill Express works with your existing systems and accepts multiple payment types — including one-time and recurring payments remitted by credit card or ACH, either online or through telephone. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Efficient handling of receivables. E-Bill Express offers online presentment of your bills, invoices, or statements in either html or PDF, providing ease-of-use and convenience for your customers. It streamlines posting and reconciliation by delivering a detailed remittance file that includes all payment transactions and uploads directly to your ERP or financial system. Easy-to-install, turnkey solution. As a web-based solution, there’s no expensive hardware or software investment required, and no web page development from your IT resources. Your customers can complete their entire bill-pay transaction 24 hours a day, through an easy-to-use, secure web site that bears the City’s brand. Configurations that suit your business needs. Choose the options such as payment channels, payment types, presentment options, telephone payments, and enrolled or one-time payments. The City’s customers can choose to pay with credit or debit card or ACH through the secure web site or telephone customer service channel, or you may offer Integrated Voice Response (IVR) as a payment channel. E-Bill Express also offers email notification to view and pay new bills, and it sends e-mail payment confirmation. Enrolled users may also view their online payment history. Improved customer service. In addition to its easy-to-use web interface, E-Bill Express provides the City’s back-office with real-time reporting and a dashboard of summary and detailed payment information by channel. There’s an administrative portal for customer service and for doing payment research. Secure transactions. E-Bill Express combines the highest levels of security with a low maintenance platform, so the City’s customers can transact with confidence. Your customers can enroll and save their payment account numbers in a safe and secure environment, so you don’t have to store confidential data. E-Bill Express is also compliant with PCI, HIPAA, and other industry standards for data collection and privacy. “Green” processing. With E-Bill Express, paper is reduced, lowering your cost of printing and mailing bills. Print services With our comprehensive print facilities, the City can streamline routine mailings and improve payment processing efficiency. We offer end-to-end design, print, and mail services to handle your monthly invoices, statements, and customer communications quickly, accurately, and cost-effectively. Send us a data file and we compose, process, and execute the required printing, inserting, addressing, postage application, and quality control. We complete the processing and mailing of your items within 48 hours of file receipt. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Design and expertise The City can improve invoice and statement effectiveness with expert design and data services. We’ll help you create a statement design that achieves maximum customer readability and Optical Character Recognition (OCR) processing efficiency at the lockbox. Postage automation and savings We perform a custom postal analysis and help the City identify ways to improve your data quality, and qualify your file for the highest presort discounts. Services include Coding Accuracy Support System (CASS) and Presort Accuracy Validation and Evaluation (PAVE) address hygiene; presort first- class automation discounts for multiple page and weight statements; and manifest metering to expedite distribution and deepen postage discounts. You can pay for postage with funds from your Wells Fargo account, or use our permit and settle postage with monthly billing. Fast, flexible inserting Our inserters can handle standard #10s, 6x9”, and flat 9x12” envelopes, and selectively insert based on the requirements indicated within your file. Additionally, our inserters fold and apply postage for optimal efficiency and automation. Project imaging You will have access to an indexed image file transmission for each print project you send us. Complete security and redundancy Mitigate risk and support business continuity with access to multiple facilities across the U.S. located in Charlotte, North Carolina; Tempe, Arizona; and Shoreview, Minnesota. Our print sites have fully redundant connections and servers, and adhere to stringent security and disaster recovery policies so you can be confident in our handling of your sensitive data and communication needs. How it works . 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Consolidated payables As part of our Electronic Commerce Services, you can send consolidated payables transmission and streamline and automate your payment and remittance processes, strengthen trading partnerships, and optimize your overall expense management. In a single file, you can provide payment instructions, including all related addenda or remittance information, and transmit it to the bank. You can also send a file that includes multiple payment types; we will separate the payments by type and process them accordingly. Payment types Your file can include the following payment types: U.S. dollar and Canadian dollar paper checks Domestic ACH transactions (U.S. dollar) International ACH transactions (foreign currency) Domestic and international U.S. dollar wire transfers Foreign currency wire transfers International requests for transfer (SWIFT MT101 wires) Commercial card transactions (multiple currencies) Online services You can use the consolidated payables service on our single sign-on portal to perform secondary approval for an uploaded and transmitted file, upload a payment file, access acknowledgments and optional confirmations, and generate a report on a payment file. Secondary approval You can make optional secondary approvals for some of — or all of — your payments after we receive your file. The system holds an entire file of payments, or an individual payment, for an authorized user to approve or delete. We’ll then generate the payments and send remittance information based on your instructions. History Search for payment information, view standard reports, create custom reports, and schedule report reminders. Data is available for 90 calendar days after we receive your payment file. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C How it works Flexible file options Delivery Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online. Formats This service accepts standard Wells Fargo flat file, Wells Fargo XML, ASC X12 820, Lawson AP 161, Excel CSV, SAP IDoc, and ISO20022 (CGI common XML standard). Processing deadlines Your file is accepted and acknowledged for initial processing by our service 24 hours a day, 7 days a week. Depending on the payment system, we’ll process your file the same day if we receive it by our cutoff time. We process a file that arrives after the cutoff the next day. If you require secondary approval, it must be completed by the applicable deadline for same-day processing. If a file includes multiple payment types, the earliest applicable deadline applies for the entire file. Cutoff times (CT) Payment type Transmission cutoff time Settlement target Standard processing Standard Same day* 9:00 p.m. 11:00 a.m. Next business day mail Same business day mail ACH transactions 7:30 p.m. Next business day and two business days 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Payment type Transmission cutoff time Settlement target Wire transactions Fedwire SWIFT CHIPS 4:30 p.m. 4:00 p.m. 4:30 p.m. Same business day Dependent on destination Same business day Commercial card Accepted when received Processed when received *Subject to volume limitations and additional fees. Assurance of receipt Acknowledgments We’ll let you know by transmission, email, or both that your file has reached our system and has undergone initial processing for delivery to our payment systems. Choose the format: XML, ANSI X12 997 (standard EDI), ISO 20022, or human-readable report. If you’d like delivery by both transmission and email, each can be in a different format. You can also view and download acknowledgments online. Confirmations You have the option to receive payment confirmations for wire transfers, commercial card, and ACH payments by transmission, secure email, or both. You can also view and down confirmations online. Choose the format: XML, ANSI X12 824 (standard EDI), Excel CSV, ISO 20022, or human-readable report. Trading partners Enhanced remittance delivery options Include detailed remittance information in your payment file. You choose the delivery method: online, or by email, mail, or fax. We’ll separate and process the payments and forward the remittance data (in a human-readable format) to your payees. Transition payees to electronic payments Invite your payees (by mail or email) to self-enroll online to receive ACH payments (instead of check payments) and electronic remittance information. You choose the remittance delivery channel you want to offer: email, mail, fax, or online. Benefits The key benefits of our service are outlined in the following paragraphs. Lower error rates By reducing the use of paper documents and manual data entry, you minimize mistakes and increase efficiency. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Accepts a variety of payment file formats We accept most custom and proprietary file formats — almost any type of file format your system can generate. If you use a standard format, it can minimize your implementation cost and time. Compatibility with treasury workstations and ERP systems These include, but are not limited to: PeopleSoft Oracle EBS* SAP Lawson Microsoft Dynamics Great Plains J.D. Edwards GTreasury Kyriba SunGard Wall Street Systems *If you use Oracle, you can use our software solution to manage data translation to the file. Improve cash forecasting and reconciliation Electronic control of your domestic and international disbursements allows you to better manage and forecast your cash flow. The service is also integrated with our account reconciliation and positive pay services. Reduce costs Sending one file for domestic and international items reduces the internal and external costs associated with moving funds. Additionally, the service can reduce your administrative expenses for domestic check processing. Integrate processing of multiple payment types With the consolidated payables service, you don’t have to create or transmit separate files — you can initiate multiple payment types in a single file. Invoice Manager The transformation of the accounts payable (A/P) process begins with the electronification of invoices as early in the receipt process as possible. Once invoices are received electronically, the entire A/P process becomes more efficient through robust workflow and routing, proactive reporting and controls, automatic payment (paper and electronic), and vendor collaboration. Our Invoice Manager service can help the City transform the Procure to Pay cycle by: Offering flexible options to automate the receipt of vendor invoices, specifically by providing a web interface for invoice entry and faxing of invoices from vendor or various locations Routing invoice data into A/P systems and processes 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Facilitating PO Matching, as applicable Invoice Manager is a fully integrated system that permits: Routing and adjusting invoices online or in an ERP system, as needed Delivering electronic payment and remittance information back to vendors The Invoice Manager service delivers a cost effective and flexible method that transforms the Procure to Pay process into an efficient, paperless process. This functionality leverages existing systems where appropriate, and automates those manual processes that could negatively impact the efficiency of accounts payable. The Invoice Manager solution provides all of the benefits of A/P outsourcing without the risk and loss of control. Our program is a solution that you can wrap around your core A/P functions, providing insulation from the challenges of vendor enablement and allowing for electronic payment wherever possible. The ultimate goal is to reduce the direct expense budget while providing the basis for more advantageous vendor trade terms. Finally, the Supplier Enablement Program provides a methodology for electronically enabling the City’s entire vendor base. The flexible options offered by Wells Fargo, coupled with our consultative approach, support the natural network effect that the consolidation model fosters. Wells Fargo can expedite the receipt of invoices electronically from vendors through a choice of options ranging from web entry and electronic file delivery to e-mail and fax. We provide a delivery model and deployment methodology to meet your unique time, budget, and expertise requirements through flexible delivery models, specialized teams, and proven methodologies based on best practices from leading projects. In addition, we serve as your single point of contact and guide you with expert advice throughout the implementation. Our hybrid delivery model combines a consultative approach with expert IT resources. The goal of this hybrid model is to create more value for our customers by: Increasing the quality through accumulated intellectual property and best practices Developing the most efficient processes for on-time delivery 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Implementing repeatable and reusable components that are proven and tested Increasing scalability and responsiveness through a combination of onsite, near shore and offshore resources The On Demand deployment methodology allows Wells Fargo to successfully deploy customer solutions within a standard timeframe which allows customers to quickly achieve results. When deploying multiple solutions, Wells Fargo and the City will need to determine the scope and breadth of the deployment to accurately establish project plans. We include preliminary pricing for most of the above services within the optional portion of the pricing section. We’ll be able to provide more accurate pricing once we have a thorough understanding of the City’s specific requirements. We’ll provide pricing on the Invoice Manager service once we’ve had an opportunity to discuss the solution in detail with you. 24. Securities pledged a. The City requires that all uninsured collected balances and/or the principal of uninsured certificates of deposit plus accrued interest, if any, in deposit with the Bank be secured in accordance with the requirements of Texas Government Code Chapter 2257, Collateral for Public Funds. Collateral will always be held by an independent third party with which the City has a current custodial agreement and shall be reviewed at least monthly to ensure that the market value of the pledged securities is adequate. All deposits of City funds shall be secured by pledged collateral set at no less than 102% of the market value of the principal plus accrued interest on the deposits less an amount insured by FDIC. As security for the deposits of the City of Denton, the Bank shall pledge to the City securities with a market value greater than the largest total collected balances the City of Denton maintains in the Bank. Eligible collateral to secure the City’s deposits include: i. Direct obligations of the United States government. ii. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the United States government. iii. Direct obligations of agencies or instrumentalities of the United States government, including letters of credit. iv. Cash. The City will reject adjustable rate mortgages (ARMs), collateralized mortgage obligations (CMOs), step-ups, variable rate instruments (except U.S. Treasury securities) that are not found on common pricing systems or any other collateral expressly prohibited by state law. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo currently works closely with the City to provide the appropriate collateral required by State law and the City’s Investment Policy. Our process pledges collateral based on net collected balances and is evaluated daily. 25. Collateral substitutions a. Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the Assistant City Manager, Director of Finance, or their designated representative(s). In the case of collateral reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. The bank will work with the City to insure that acceptable collateral is pledged to meet the requirements of State Law. Due to the sensitive timing required to meet daily collateral pledging, each security cannot be approved prior to pledging. 26. Custodian of collateral a. Securities pledged as collateral must be retained by a third party custodian that is a subscriber to the Fedwire Securities Service and is held in joint safekeeping for the Bank and the City. The custodian must be approved by the City and be: i. A state or national bank that is designated by the Texas Comptroller as a state depository, has its main office or a branch office in Texas, and has a capital stock and permanent surplus of $5 million or more; ii. The Texas Treasure Safekeeping Trust Company; iii. A Federal Home Loan Bank; iv. A Federal Reserve Bank or branch of a Federal Reserve Bank; or v. A financial institution authorized to exercise fiduciary powers that has a capital stock and permanent surplus of not less than $5 million, has it main office, branch office or a trust office in Texas and has been designated a custodian by the Texas Comptroller. The City shall be provided a safekeeping receipt for pledged securities. Written release by the City is required for all releases and substitutions of collateral for pledged accounts. Acknowledged. As a national banking association, Wells Fargo only has the powers granted to it under the National Bank Act. The National Bank Act establishes limits on the ability of Wells Fargo to collateralize deposits. Wells Fargo will maintain a public funds collateralization program designed to comply with all applicable statutes and regulations requirements governing 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C public funds deposits. The collateral is held in a “custodial” account controlled by the custodian pursuant to a tri-party agreement between Wells Fargo Bank, N.A., the Public Fund customer and the custodian. Our primary custody agent is Bank of New York Mellon (BNYM) or Bank of New York Mellon Trust, N.A. where required. BNYM will provide access through the internet to price reports as of any business day within 10 years. INFORM price reports are considered official documentation of BNYM. 27. Reporting requirements a. The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested. This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month. i. Total pledged securities itemized by: 1. Name 2. Type/Description/CUSIP Number 3. Par Value 4. Current Market Value 5. Maturity Date 6. Moody’s or Standard & Poor’s Rating (both if available) You’ll receive the collateral report 7-10 business days after month end. We use investment grade securities but we do not provide the security rating on our reporting. Bank of New York, as Custodian for the collateral, may also be able to provide independent reporting to the City. 28. Collateral Provision of Financial Institution Reform, Recovery and Enforcement Act (FIRREA) a. The City of Denton will require the Bank to attach to the contract certified resolutions of the board of directors or board authorized committee that set forth the City’s security interest in the collateral securing its deposits. The certification must meet all of the requirements of FIRREA and FDIC policies, which apply to the City’s security interest in the pledged collateral and must specify the officers of the bank who are authorized to sign agreements with the City. The Certificate of Board Resolution is obtained once a fully executed Depository Pledge Agreement is presented and approved by the bank’s board of directors. 29. Safekeeping requirements a. The City, bank, and the safekeeping bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the safekeeping bank is instructed to release the collateral securities to the City if the City has determined that the bank has 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C failed to pay on any accounts, or is in default of the Depository Services Contract, or the City has determined that the City’s funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement along with the name of the safekeeping bank must be submitted with the proposal. Acknowledged. Please see Appendix for the Safekeeping Agency Agreement. 30. City to handle investments a. The City of Denton will be responsible for handling investment transactions. The Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City’s investment policy, hereto attached. Acknowledged. 31. Safekeeping and wire services a. Bank capability to meet the following requirements must be detailed in the proposal. Please note: all the following requirements must be met for full consideration. i. The Bank may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment (i.e., payment shall not be made or accepted until the security is received or delivered). ii. The Bank must have the capability of executing security transactions on behalf of the City using various settlement methods of physical delivery, DTC, and Federal book entry of security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. iii. The City requires that the security purchase and sale instructions be transmitted to the Bank through a web-based application (on- line). iv. The City also requires the ability to review the status of security transactions on-line. v. Controls for securities clearance will be established by mutual agreement. vi. Please enclose a proposed security clearance/custody agreement with your RFP. vii. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C settlement and must be available on a web-based application for exporting/downloading. viii. Written communication of all security call and put option notices will also be e-mailed or faxed to the City as soon as the Bank receives the notice. ix. A monthly report/statement listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. The report must be available on a web- based application for exporting/downloading. Wells Fargo Securities LLC Wells Fargo Securities (WFS) is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC, and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts. The WFS investment representative who will work with the account is Chuck Landry in our Dallas, TX office, telephone 214-777-4018, email chuck.landry@wellsfargo.com. Wells Fargo has been helping institutional clients, including non-profit organizations, manage their finances for more than 150 years. WFS builds on that tradition by offering investment products, services and expertise to finance directors and business administrators for public institutions across America. We have a local, customer-focused approach to business. Therefore, our customers benefit from our in-depth knowledge of their region and unique investment needs. WFS works with institutional clients who prefer to manage their own investments. We provide investment solutions through various products: U.S. Treasury Bills, notes and bonds Federal agency securities Corporate bonds Commercial paper Brokered certificates of deposit Taxable and tax-exempt money market mutual funds Other money market securities WFS offers the following services to our customers: Wells Fargo CEO portal, providing online access to customers’ brokerage account activity, statements and positions 24 hours a day, 7 days a week, including online trading for money market mutual funds during normal 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C trading hours as well as portfolio management tools. Money market mutual fund transactions can also be originated through the CEO portal. Investment policy development, providing assistance in establishing guidelines for managing public funds. Portfolio analytics, assisting in investment strategy development, security comparison tools, portfolio performance measurement and interest rate risk advisory services. Portfolio accounting through Wells Fargo’s low cost portfolio accounting system, which is an internet-based accounting and reporting package designed specifically for fixed-income portfolios. Safekeeping, assisting in managing cash flow and providing portfolio management information. Underwriting, with our Public Finance division providing capital project funding. Wells Fargo Securities, LLC, provides its brokerage clients with self-clearing bank safekeeping services. Securities purchased by WFS customers are held in custody with Wells Fargo Bank, N.A., a FRB member. Safekeeping activity is subject to annual audits by our internal auditors, Wells Fargo Audit Services, Inc., and by our external auditors, KPMG. Securities purchased by the account will be settled through delivery versus payment (DVP) either through the Depository Trust Company (DTC) or the Bank of New York (BONY). Securities belonging to customers who have safekeeping with Wells Fargo Bank, N. A. (bank safekeeping) are held in accounts titled “Wells Fargo Bank Safekeeping Services”. The securities are recorded in the customer name on our internal system of record. Our books and records are reconciled daily with those of the depositories. Physical securities registered in the customer’s name or in WFS’ nominee name are held in the Bank of New York’s (BONY’s) securities vault. These securities are counted and reconciled at least quarterly. Fees and charges are competitive within our industry. The following is the fee schedule on the bank safekeeping services. Monthly security holdings per CUSIP Asset and mortgage-backed securities ..................................................... $8 All other security types ............................................................................. .$2 Security Pledges (Initiating, substituting, and releasing) ................................................ ..$30 Third party trade clearing** (Incoming/outgoing) .............................................................................. $50 Physical securities registration/clearance ........................................... $500 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C WFS provides a written confirmation of each trade. However, in conjunction with Rule 10b-10(b) from the Securities and Exchange Commission which allows for alternative period reporting, WFS does not send written confirmations for money market mutual fund transactions, including purchases, redemptions, dividends and dividend reinvestment. Customers may receive additional documentation without request, depending on the type of transaction. These include interest, principal, call or maturity advices. Customers may elect to receive their statements through the CEO portal, or through U. S. mail. Customers may receive additional documentation without request, depending on the type of transaction. These include interest, principal, call or maturity advices. Purchases made through WFS with same day settlement can be settled through-out the normal trading hours. The deadline for settlement of directive same-day trades delivered to Wells Fargo is 12:00 p.m. CT. There is no charge for late delivery instructions, but those will be done on a best- efforts basis. By providing the resources of a respected, national financial services firm with our local expertise and commitment to customer service, WFS provides our customers with the best of both worlds. Each of our investment representatives are part of an experienced team of brokers, traders and sales assistants, ensuring that someone is always available to assist customers. 32. Overdrafts The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City’s accounts collectively, not by individual account. a. Should an overdraft occur in the aggregate, the following stipulations shall apply: i. What is the maximum number of days the overdraft will be allowed? Wells Fargo does not have a policy regarding the maximum number of days allowed for an overdraft. We will work with you to remedy any overdraft occurrence as quickly as possible. ii. What is the maximum amount of the net overdraft to be allowed? Wells Fargo does not have a policy regarding the maximum allowable amount for an overdraft. We will work with you to remedy any overdraft occurrence as quickly as possible. iii. What is the interest rate charged for overdrafts? Expressed per annum and computed on the actual day basis. We base the interest rate on our prime borrowing rate + 2%. The formula is: (average daily negative collected balance x overdraft rate x days in period) ÷ (360) 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C b. Daylight overdrafts i. The City actively invests in marketable securities and strives to maintain limited amounts of cash on deposit. Outgoing wire transfers will be made in the morning for the reinvestment of funds or payment of large disbursements (debt payments, power purchase payments and other contractual payments), which will be funded by an incoming wire transfer later in the day. The depository shall allow the City to reinvest and to wire funds out in anticipation of an incoming wire transfer later in the day. Please describe the bank’s daylight overdraft policy with respect to such transfers where the funding for the transfer has not yet been credited. What is the bank’s internal review and approval process for releasing such transfers and will the bank established a predetermined amount (i.e., line of credit)? We continuously track all activity. Our daylight overdraft monitoring process consists of intraday monitoring of the current balance in your demand deposit account (DDA). The process begins by adding the opening available balance in a DDA account to the daylight overdraft limit. All ACH, wire, and other significant account activities such as lockbox, investment, and item processing update the balance. We compare outgoing wire transfers to this updated balance. When the balance is negative, all outgoing wire transfers are sent to the Risk Control area. We release wire transfers after receiving approval from a credit administrator, relationship manager, or other individual with the appropriate authority. 33. Account reconciliation a. The City will process its own reconciliation for its accounts but requires data as follows: i. Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month and be accessible through an on-line reporting service. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the Control Concentration Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). Wells Fargo does not return hard copy checks to the City for reconciliation. The following table lists the mailing dates and online availability of statements and reconciliation reports. When processing paper items, check truncation is our standard service. We image these items and store them onsite. We retain images for seven years after posting. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C The City receives ARP reports in CSV/Excel format, which does allow you to sort data by serial number. Statements include activity through the statement cutoff date. Service option Business days after cutoff: mailed Business days after cutoff: available online Full reconciliation statement and reports Month-end cutoff Non-month-end cutoff 6 days 4 days 4 days 4 days Partial reconciliation statement Month-end cutoff Non-month-end cutoff 2 days 1 day 1 day 1 day We include sample statements in the Appendix. ii. The Bank shall also provide the City with an electronic file of the transactions for each account. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. ARP statements and reports are available by transmission or through our CEO Treasury Information Reporting service. You can access your ARP statements and optional report and perform intra-cycle queries on your ARP data, whenever and wherever you want. 34. Check safekeeping services a. All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Bank of this service. Wells Fargo currently stores the City’s check images. In order to minimize the cost and security risks associated with the return and retention of physical checks, we recommend the City continue to use one or more of the imaging options described below. We capture paid check images (front and back), and make them available to the City through three delivery channels: online through the CEO portal, through our Image File Import service, and by CD or DVD. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Online through the CEO portal. Online image retrieval is available as part of our Stops-Images-Search service. Accessible through our CEO portal, this service makes images available for retrieval by 8:00 a.m. CT the day after they’re posted. Online images are available for seven years. Images of checks posted to your account within the previous 180 days are immediately available for viewing, downloading, or printing. Images of items older than 180 days will be delivered to you online within 24 hours of your request. Image File Import. Our Image File Import service provides you with a daily transmission of paid check images and associated index information. Your image files will be available for downloading into your own internal archive system as early as 10:00 a.m. CT the day after posting. During the implementation phase, you choose whether you want the files to be sent to you in XML or PDF format. CD or DVD. We deliver disks weekly, monthly, or semi-monthly. You’ll view images using our viewing software. We’re happy to provide you with demonstrations of any of the services. 35. Other stipulations a. Regulatory notices i. The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. Wells Fargo will notify the City as soon as possible of any changes to the depository agreement. Our relationship management team will keep you updated on new service offerings that we feel you may benefit from. b. Wire transfers i. The City shall submit all outgoing wire transfers to the Bank according to its published cutoff times established for current customers. The Bank shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. We maintain wire transfer facilities to the Federal Reserve. In the table on the following page, we have listed the opening times and cutoff times—by transfer type — for same-day execution of initiated wires. The same times apply for all of our wire transfer initiation methods, including the internet. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wire type Opening time (CT) Cutoff time (CT) Fedwire intra-district 7:30 a.m. 4:30 p.m. Fedwire inter-district 7:30 a.m. 4:30 p.m. Drawdown request 7:30 a.m. 4:30 p.m. International SWIFT 7:30 a.m. 4:30 p.m. Federal tax payments 7:30 a.m. 3:00 p.m. Book transfer/internal 7:30 a.m. 7:00 p.m. Wells Fargo provides payment confirmation information, including internal bank and Federal Reserve reference numbers, through our online Wire Transfer Detail and Intraday Composite reports. Both reports provide real- time information about outgoing wire transfers. If you initiate wires online, the Wire Transfer Activity Detail report shows all processed wires and includes our internal confirmation or sequence number, and the Federal Reserve settlement network number that the Fedwire settlement network assigns upon receipt of the wire. It is extremely rare for a wire transfer to fail after we’ve confirmed receipt of instructions to the customer. However, if an originated wire transfer request has incorrect data that we can’t repair, we’ll notify you directly to request further instructions. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement (i.e., Wire Transfer - State Comptroller). Our straight through processing and the speed of our wire release procedures means we will handle all City wires as priority wires; however, if you have a concern about a specific wire, you should contact your client services officer. The Director of Finance and/or the designees must authorize all wire transfers on behalf of the City through a dual authorization process. In the event of computer problems or other unexpected difficulties, the Bank shall use whatever means necessary to ensure that the City’s outgoing wire transfers are completed on the date specified through City initiated instructions. We offer dual approval for electronically initiated wires. We require dual approval for all free-form wire origination and template creation or modification, and you can set controls to require up to four approvals. Users can’t approve any wire or template that they originate. If multiple approvals are required, the same person can’t perform more than one approval. You can also use dual approval for templated wires, and require up to four approvers. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo understands the importance of initiating and releasing wires when your users cannot get to the main system. We offer mobile initiation and release with all of our initiation methods. Please explain the Bank’s process for wire transfers, levels of authorization to initiate wire transfers, and any required security measures (i.e., security tokens, dual logins, etc.). Please provide manual procedures for initiating wires when internet is not available. The City can send and receive domestic and international wires, and transfer funds between Wells Fargo accounts quickly, easily, and securely. Our wire transfer service processes correctly formatted outgoing payments on a straight through basis according to your instructions. We manually review, correct, and verify a payment that does not pass edits and that our system cannot automatically correct. Next, our system automatically ensures that there are adequate funds available to process the wire and that a wire is not going to a country or beneficiary on the U.S. Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. If the wire meets these requirements, our system releases it. Wells Fargo wire initiation authorization requirements are described as follows. Initiation methods Online and mobile We require two-factor authentication to access our online services. Each user must enter the following information: Company ID User ID Password RSA SecurID® user PIN and pass code The City can sign on to our portal to initiate repetitive or free-form domestic and international wires online. Using our mobile service, users can approve any pending wire transfers and initiate repetitive wires.* *Our mobile service only allows initiation of repetitive wires, and not free-form wires. Dual custody is required for initiating free-form wires and optional for repetitive wires. At least one approver (different from the initiator) is required to approve free-form wires, but you can require as many as four approvers if you prefer. Telephone Users will call a single toll-free number and provide an account number, personal identification number (PIN), and voiceprint; these are validated through a voice response unit (VRU). 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Repetitive wires set up on our system are completed through the VRU. To complete a free-form wire, the user is transferred to a team member in the Wells Fargo Wire Transfer department. You can also choose to receive an optional confirmation callback for nonrepetitive transactions. We make the calls based on parameters you set (such as a specific account threshold amount and user approval limits). Callback verification is optional for free-form wires; it is not available for repetitive wires. If you choose callback verification, any free-form wire exceeding the account threshold amount will not be released unless it is verified by your authorized staff member (other than the one who initiated it). Any wire initiated in an amount exceeding the specified user’s limit will also require verification by a second authorized staff member. After the wire is verified, it is released and processed by the wire system. Automatic standing transfer order To set up a repetitive wire transfer, you will tell us the criteria that our system will use to determine the amount to send. You’ll also specify initiation dates and times for us to automatically send the transfers. In person You can go to any Wells Fargo store to initiate a wire. You must have signing authority on the account to initiate the request. Online foreign exchange You can manage your foreign exchange transactions and reporting with our online foreign exchange service 24 hours a day, 7 days a week. This service combines the advantages of our competitive foreign exchange rates with the convenience of sending payments throughout the world over the internet. SWIFT If the City is a member of the SWIFT network, you can use this secure platform to submit wire payment instructions. If the City is not a member, we’d be happy to show you how to join SWIFT’s user group or you can join a user group set up and managed by Wells Fargo. Security We recommend dual custody for initiating free-form wires and for creating or maintaining wire templates online. With dual custody, we require a second user’s approval of the free-form wire and wire templates before they take effect. If you elect to use single custody, you will need to enroll in our Secure Validation service. This service provides you with an added layer of security without requiring another user’s approval when completing free-form wire initiation or template maintenance. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Each time you initiate a free-form wire or perform template maintenance, you’ll select from a list of enrolled phone numbers to receive a six-digit validation code that you’ll enter online to complete the request. Geographically dispersed sites If an emergency or disaster happens, we have multiple processing sites that are strategically located across the nation and use the same processing platform to ensure efficient data backup and recovery of core wire processing functions. c. Wire and ACH blocks i. The City requires wire and ACH blocks of all unauthorized debits. Provide details regarding the set-up of authorized debits to the City’s account, notification procedures on attempts to debit the City’s account, and the process for approving or denying exception debits. The Stop option within our ACH Fraud Filter service, will block all ACH debits from posting to your account. You can also identify ACH entries that you authorize to debit your account. Our ACH Fraud Filter service offers three options to protect your checking and savings accounts. Review transactions and decide if you want them returned With our review option, you can preauthorize ACH transactions to post to your account. We then notify you of any that are not preauthorized; you review those and notify us whether you want them paid or returned. When you tell us to return one, we create a reversing adjustment and return it as unauthorized. You can request that we report: All ACH transactions posted to your account All ACH transactions that exceed a predetermined dollar amount ACH credit transactions only, or ACH debit transactions only ACH credit transactions or ACH debit transactions that exceed a predetermined dollar amount ACH credit transactions or ACH debit transactions outside a specified date range ACH credit transactions or ACH debit transactions that exceed a specified maximum number of occurrences If you do not make a pay or return decision on an item by the specified deadline, the item is automatically paid or returned based on the default action you select during implementation. Stop unauthorized transactions automatically With our stop option, we automatically return transactions that you have not preauthorized and process all that you have preauthorized. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C You can request that we: Stop and return all ACH transactions Stop and return all ACH transactions that exceed a predetermined dollar amount Stop and return all ACH credit transactions only, or ACH debit transactions only Stop and return ACH credit transactions or ACH debit transactions outside a predetermined dollar range Stop and return all ACH credit transactions or ACH debit transactions outside a specified date range Stop and return all ACH credit transactions or ACH debit transactions that exceed a specified maximum number of occurrences Monitor converted check entries Our Echeck option helps you monitor converted check entries for business- sized checks that have an auxiliary on-us field in the MICR line. This service includes Echeck Post and Echeck Stop options for accounts receivable check (ARC) and back office conversion (BOC), and point-of-purchase (POP) transactions. Echeck Post If you use this option in conjunction with our positive pay service, you have the opportunity to see unmatched items that will post to your account, so you can decide to pay them or return them using our online Image Positive Pay service. If you use this option with our Perfect Presentment service, the ACH converted check will not be matched against your check issue records. Echeck Stop If you choose this option, we will automatically stop all ineligible items inadvertently converted before they post to your account. d. Debit and credit adjustments i. The City requires that a copy of all debit and credit adjustments be faxed or emailed to the City Finance Department with supporting documentation, as the entries are made throughout each month. The documentation must include reference to the original deposit slip number and location identifier. The City’s monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. To let you know about discrepancies, we provide deposit adjustment notices that you can view online through our Statements & Notices service. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Your notice explains the reason (and provides the transaction details for) adjustments Wells Fargo made to a deposit. When available, we include an image of the corrected check. An adjustment notice is available for up to 180 days after it is processed. Each notice includes the following information: Account or location number Account name or location name Adjustment amount Adjustment date Deposit amount Deposit date You can also receive email, fax, or text message notifications that let you know when deposit adjustment notices are available for viewing. If you prefer, we can send notices to you by mail. Your statements will also contain information on debit and credit adjustments. e. Security and disaster recovery i. Outline the security measures in place for the protection of data transmitted for processing. ii. Describe the security measures used to prevent unauthorized user access to either the system or the data. iii. Describe your local back up and/or redundant systems. iv. What is the expected timeframe to become operational should a catastrophic event occur? Security controls Our single sign-on online banking portal uses the security features described in the following paragraphs to help protect your information. Authentication The system requires multiple sign-on identifiers, including: Company ID, user ID, and password Strong or two-factor authentication for money movement and user administration services Account lockout The system will lock out a user account after three invalid password attempts. If an account becomes locked, the user must contact his or her company administrator or a Treasury Management Client Services representative to reissue and reset the password. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Timed log off The online sessions are timed and monitored so that the system automatically logs users out when there are periods of inactivity. This reduces the risk of others accessing information from your unattended computers. Access control You determine who can access protected resources and which resources are available for access. Wells Fargo can set up entitlements for each user, or your administrators can create user IDs and assign privileges using our online administration service. Dual custody To help reduce your fraud risk, Wells Fargo requires dual custody to approve money movement transactions and changes to user access. Dual custody is an industry standard and best practice that helps protect against fraud attempts that could originate inside or outside your company. For maximum effectiveness, dual custody should involve two users on different computers or mobile devices. You can choose to add dual custody to other online features such as user set up and password resets. Encryption Our system conducts user sign-ons and all session activities using 128-bit encryption. During sign-on or when accessing services that require a token, the system masks passwords and token passcodes for security reasons. Audit controls We internally log and monitor customer events that occur on our online system. Event logs provide information about user activities such as login, user profile updates, and transactional activity. These logs also identify the user, date and time of event, and other information relevant to the activity performed. It is against Wells Fargo's policy to provide details of security incidents to individuals / organizations not involved in the actual incident. If Wells Fargo is selected as the candidate, we can discuss the controls we have in place to protect against data breaches further. Business continuity We have a business continuity plan that consists of multiple recovery strategies for each core line of business, function, product, and service. We can recover critical products quickly — with minimal or no down time. Less critical products are recovered according to their tiers as needed.* Wells Fargo operates, and owns or leases, all backup processing sites, so we can stay at the sites as long as needed. Our core processes and procedures for business continuity planning remain consistent for a wide variety of disasters or emergencies, including 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C earthquakes, fires, floods, and pandemic disease. Although components of our business continuity plan may vary based on the nature of an event, we have identified four main areas that are most commonly affected, and provide our general approach to each. Systems To minimize the severity of system interruptions, we have instituted redundancies for business critical systems. If a Wells Fargo system experiences a temporary outage, we allocate available resources to the remediation of the impacted application(s). Telecommunications and power Wells Fargo works with multiple telecommunications and power companies to create a redundant network to minimize the likelihood of an outage. If an outage occurs, however, we take reasonable action to implement manual alternatives. Operations facilities If a disaster occurs at one of our primary operations centers, we use alternate geographically dispersed processing centers to take over day-to-day processing and support until the primary center returns to normal operating conditions. Transportation If air or ground transportation is temporarily unavailable, we take reasonable action to use alternative methods, given available transportation options. Third-party vendors Wells Fargo evaluates all third-party vendors prior to the execution of a contract for services. This evaluation uses a risk-based approach to vendor review, selection, and monitoring. As part of our overall business continuity planning program, we validate the recoverability of all equipment manufacturers and other core third-party vendors or service providers on an annual basis. Our Vendor Management Program includes vendor validation and joint testing, an assessment of the vendor’s ability to meet our disaster recovery standards for service level agreements, and business continuity required time and required point objectives. We incorporate these standards into the agreement with the vendor to ensure the timely provision of additional equipment if a disaster occurs. *The forgoing does not constitute a representation or warranty that certain events will not affect Wells Fargo systems or that Wells Fargo will achieve specific recovery times in the event of a disruption. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C v. Disclose any data breaches which have required notification under the 2003 Fair and Accurate Credit Transactions Act? Wells Fargo takes great care to maintain a sound and secure environment along with robust incident management procedures so that companies like yours are able to confidently transact with us. Wells Fargo does not provide details of security incidents and their resolutions to individuals or organizations not involved in the actual incident. In the event of a breach, all employees are required to report incidents to our Incident Management Team. The Incident Management team works with the product management team, line of business, or other areas that may be impacted, including investigatory and legal groups. Working with these groups, the Incident Response Team determines what notifications may be required and the timeline for such notifications. The Computer Security Incident Response Team (CSIRT) is composed of business, information technology, and security personnel whose mission is to address security vulnerabilities on Wells Fargo-owned or -leased information resources. The Incident Management and Product Management teams research cause of the incident. Once the root cause has been determined, controls are identified and implemented to help prevent any future incidents from occurring. f. Bank failure i. Should the Bank fail, close, or be forced into reorganization during the term of this contract, the City reserves the right to cancel the contract and re-bid for City’s depository services. Acknowledged. You can have peace of mind in knowing that Wells Fargo has been in business for more than 163 years. Additionally, interest bearing and non-interest bearing deposits are insured by the Federal Deposit Insurance Corporation up to $250,000 per depositor, per ownership category, per insured financial institution. For additional information, please visit fdic.gov. g. Research requests i. The City requests that all research requests be turned around within three (3) business days of the request. The City requests that a specific Bank representative be assigned to specifically research any City needs. When you contact Betty Crawford, your client service officer, with an inquiry that requires research, she will log your issue and provides you with a case number and an expected resolution time. She may also engage additional resources as needed. We have established turnaround times for research and adjustments. The time it takes to respond to a request varies depending on the specific issue and on the type of transaction we are researching; in general, we complete 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C research requests for transactions processed within the previous 180 days within three business days. On average, we’ve met the commitment we’ve made to our customers 99.9% of the time*. *Based on 2014 results. h. Returned items i. In order to fund check presentments and manage the City’s bank accounts and investments, all checks deposited by the City that do not clear the first time should be submitted a second time no later than 10:00 a.m. CST before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days and accessible through on-line reporting service. The City shall receive same day telephone or e-mail notification of all return items in excess of $5,000. As part of our standard process, we can automatically redeposit items returned for nonsufficient funds (NSF) or uncollected funds (UCF) one time. We’ll send checks that do not clear the second time to the City within two days. With our online reporting, you can access same day and previous day reports with detailed information about your returned items. The same day report is also available through your mobile device. You can access images of returned items the next business day after we receive the items online. Images are available for up to 180 days. We can email you to let you know when an adjustment to your account has occurred through our Event Messaging service. ii. If an overdraft occurs due to a late notification by the bank, the City will not be expected to pay overdraft charges. Please provide an estimate of the bank’s clearing times. Wells Fargo will waive any overdraft fee resulting from late notification of returned items. You can access same day reporting on your returned checks. You can also search for and view images of returned items through our online Returned Items services. i. Transition schedule i. Please provide a schedule documenting the transition of transferring the City’s banking services from the current bank to your institution, as well as any associated costs and proposals from the bank to help defray or eliminate said costs. Our seasoned implementation team provides a seamless and well- coordinated transition to Wells Fargo; however, as an existing customer, you won’t have to undergo a lengthy or potentially costly transition. All required 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C services are already in place resulting in an efficient and cost effective continuation of the City’s existing banking relationship. Should you need modifications to your existing account structure or services, your dedicated implementation coordinator, Gabriel Nava, is available to help. As a reminder, training on the CEO portal is available to the City ongoing throughout your relationship with Wells Fargo. The portal includes access to product demos, and your staff can access tutorials and sign up for webinars taught by trained product experts. User guides and answers to frequently asked questions are also easily found on the site. Your dedicated client service officer, Betty Crawford, is always available to help your staff with questions about your banking services. Our Technical Support group is available to assist with technical issues that Client Services may not be able to resolve. Part 2: Optional electronic check processing The scope of work will be finalized upon selection of Respondent. The City desires electronic check processing services (conversion with verification and guarantee) for the purpose of collecting payments for 24 merchant accounts (Point of Purchase - POP and/or Mail Order/Telephone Order - MOTO). In order to minimize the risk of fraudulent check transactions and minimize resources spent on the collection of returned (NSF) checks, it is critical the Respondent provide check conversion with verification and guarantee. We’ve highlighted our services throughout this section to address the City’s electronic check processing needs. Exhibit 1 contains the City’s average check processing activity over the past 12 months. Using Exhibit 1, please indicate the cost of providing each of these services on a per-item basis. If appropriate, identify other services not listed and their associated costs. Any service not appearing or that does not have a fee indicated on the Exhibit 1 will be considered to be free of charge in the Services Contract. Please attach a sample monthly statement. Please refer to the Pricing section for the requested details. We’ve also included sample monthly merchant statements in the Appendix. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 1. Check conversion a. Provide a service that converts paper checks into electronic items at the point of purchase and accounts receivable environment (POP & MOTO) and initiate a direct ACH deposit of funds into the City’s bank account. Converted checks will either be verified or guaranteed depending on location within the City. Explain the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Wells Fargo Payment Gateway® With our gateway service, you can accept electronic check payments. When your customers submit their payment information, the service automatically checks for proper routing and transit numbers, as well as account number structures — all in real time. Our service takes the check information and prepares a NACHA file for further ACH processing. With our Wells Fargo ACH services, we route the files to the appropriate financial institutions for debiting of your customers’ bank accounts. This feature allows the City to receive their payments much faster than traditional paper check payments. The gateway service supports four ACH payment types: WEB: Single and recurring consumer debits initiated through the internet TEL: Single consumer debits initiated through telephone CCD: Commercial debit and credit entries PPD: Consumer credits and debits authorized by signature Wells Fargo Merchant Services can offer the following related services: The Wells Fargo Perfect NOC service compares all transactions against previously received notifications of change (NOC) and automatically updates any outdated information. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C b. Explain the check conversion process and any requirements for the City in handling or retaining voided or electronically processed checks. Terminal The FD200 terminal automatically voids ECA approved checks. This terminal features a built‑in check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000, provided the check meets all necessary warranty requirements for electronic acceptance. In addition to substantially lowering the merchant’s risk, customers’ personal information is protected too, because approved checks are returned to the check writer after scanning. Electronic Check Acceptance eliminates the need for time-consuming trips to the bank to deposit paper checks. Electronically processed checks are typically funded to the merchant’s DDA within two to three business days. Wells Fargo Payment Gateway Using the Wells Fargo Payment Gateway service, you can accept electronic checks as a form of payment from your customers. When paying by electronic check, your customers will provide their bank account information to you for transmission to the Wells Fargo Payment Gateway service. The Wells Fargo Payment Gateway service will then create an Automated Clearing House (ACH) item based on your transaction information and submit it to the Wells Fargo ACH service for processing. Information about the electronic check items is presented in your Wells Fargo Payment Gateway reports alongside other payment types. Through the Wells Fargo Payment Gateway, the City can void a captured transaction prior to the gateway settlement cutoff time of 11:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. ACH origination You will need to become an ACH originator through Wells Fargo ACH in order to accept electronic check transactions. To qualify for ACH origination, you must be pre-approved and sign an ACH Service Agreement. By signing the ACH Service Agreement, you agree to comply with National Automated Clearing House Association (NACHA) guidelines. For details about NACHA rules, refer to the ACH Rules Corporate Edition, which you can find on the NACHA website at http://www.nacha.org. In addition to the Wells Fargo ACH agreement and NACHA rules, your ACH transactions may also be subject to other laws and regulations, such as Regulation E, Uniform Commercial Code, Regulation CC, and state laws. Consult with your legal counsel to confirm the laws and regulations with which you must comply. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C c. Must provide daily settlement of the City’s transactions in accordance with City’s approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted batch report each day. You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. The City receives funding on the next banking day for any transactions approved by 4:00 p.m. CT. In the following table, we list the latest time that you can transmit Visa and MasterCard sales transactions in order to meet the settlement times. Platform Latest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro on CardNet 8:00 p.m. PayPal PayFlow Link Gateway on CardNet 8:00 p.m. Nashville 1:00 a.m. PayPal PayFlow Pro on Nashville 11:00 p.m. PayPal PayFlow Link Gateway on Nashville 11:00 p.m. Authorize.net Gateway on Nashville 5:00 p.m. FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network* 4:00 a.m. and 5:00 a.m. *Diners and JCB settlement files are processed through Discover Network. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C d. Describe the service’s reporting capabilities. Must have the capability of providing daily batch reports by cashier and location reference number. We can meet all of the City’s reconciliation requirements. We offer daily batch reports and location reporting by MID. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy level Description Lead Corporate level (corporate) (Non-mandatory) Identifies if multiple chaining structures are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain) (Mandatory for multiple outlets of same company) Identifies if the merchant structure is a single chain or part of a corporation. Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet) (Mandatory for single-location merchants) Identifies that the merchant structure is at the Location level only and is not part of a chain or corporation. Allows entitled users to view Location level reporting only. e. Explain how returned checks will be handled when using check verification or the check guarantee services listed above. TeleCheck Electronic Check Acceptance (ECA) warranty service Eliminate returned checks The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. Wells Fargo Payment Gateway We support partial and full refunds of previous captured transactions through the Wells Fargo Payment Gateway. Stand-alone refunds (no previous capture) are also supported. Each transaction that is run through the payment gateway will have a reference number, which can be used as a reference for the refund transaction in order to tie the two together. The City can use the virtual terminal (web-based payment portal) function of the payment gateway to process full or partial refunds. You can also use the application programming interface (API) method to process full or partial refunds. The City can void a captured transaction prior to the gateway settlement cutoff time of 11:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Electronic checks With our gateway service, you can either accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. 2. Check verification a. Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Please describe the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Please refer to the Appendix for information on the TeleCheck service. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 3. Check guarantee a. Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Checks approved through this service will be backed by the Respondent. Please describe the services available. Terminal: FD200 with TeleCheck service TeleCheck Electronic Check Acceptance (ECA) warranty service TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. R. run it S. stamp it V. void it P. pass it back Benefits to the City Increases productivity: Helps eliminate the need to deposit checks at the bank Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: Advanced terminal solution reduces transaction time Maintains accountability as a complete record of transaction appears on the customer’s bank statement 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Reduces risks: The City does not pay check fees and never knows of returned checks Warranty maximum is $25,000 per electronic check Please refer to the Appendix for more information on the TeleCheck service. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision ManagerSM service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: Access to over 150 global validation tests and services Device fingerprinting Velocity monitoring IP Geolocation Multi-merchant transaction histories/shared data Global telephone directories Global delivery address verification services Positive and negative list AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) Custom fields for your own data We’d like to discuss this fraud tool with you in greater detail. There are many different ways that you can set this tool up to help you fight fraud. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C b. The City of Denton is to receive 100% of its check collections. Returned checks will be the responsibility of the Respondent. Explain how returned checks will be handled. Terminal With the addition of the TeleCheck service, the City can eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. The TeleCheck ECA warranty service improves customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. Wells Fargo Payment Gateway Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids captured transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. c. Identify all subcontractors to be used for these services and what procedures will be used to monitory quality. Terminal In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated processing. Wells Fargo Merchant Services is PCI DSS compliant as a merchant acquirer. A Qualified Security Assessor (QSA) has validated all subcontractors and third-party card processing partners, as Payment Card Industry Data Security Standards (PCI DSS) compliant. You can confirm a specific provider’s PCI DSS validation on the Visa list available at visa.com/cisp. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo Payment Gateway Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service. CyberSource is PCI-compliant and audited annually by a third-party assessor. 4. Technology requirements a. It is critical that the system installed at the City of Denton be a fully hosted system, incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. Respondent must be able to fully integrate into the City’s existing software via an Application Program Interface (API) set up by Paymentus (formerly, Teleworks), an outside technology firm contracted by the City. Terminal The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2 Product benefits Easy installation — Get up and running quickly with the intuitive touch- screen Display for ease of use Accept multiple payment Please refer to the Appendix for more information on the EMV-capable FD200 terminals. Wells Fargo Payment Gateway Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Integration methods You can choose an integration method that works best for your business model. You can choose from fast and simple methods or more advanced options that give you greater flexibility and control. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Virtual terminal Use our service’s easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your virtual terminal can be up and running in as little as 15 minutes. Your staff can use this tool for any transactions that need to be processed outside web or integration payments. Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. With this hosted payment solution, card data will bypass your network and travel directly from end-user consumer to us, greatly simplifying the PCI compliance process. Secure Acceptance Silent Order POST Host your own order page and post payment data to us to process each transaction. With this direct post solution, card data will still bypass your network and travel directly from end-user consumer to Wells Fargo Merchant Services. This, too, can greatly simplify the PCI compliance process. Silent Order POST also supports full customization. Simple Order API With the Simple Order API, you will have scalability, full range of services, and more control for your developers. We provide the client software and your IT staff codes to our API specifications. You’ll have access to all the gateway’s transaction services. SOAP Toolkit API With the SOAP Toolkit API, you will still have scalability, full range of services, and more control for your developers. You’ll use or build your own client software that fits your business model and needs. With the open nature of this solution, you can integrate using this method. You’ll then have access to all the gateway’s transaction services. Secure storage With our Wells Fargo Payment Gateway service with secure acceptance, we can remove sensitive card data from your systems and securely store it within our fully hosted gateway service. That way, none of the secure data touches your systems, reducing your scope for PCI compliance. Please refer to the Appendix for a complete list of Wells Fargo Payment Gateway integration methods. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C b. Point of Purchase processing terminals for handling check conversion and batching are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the Internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Client software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling check transactions and associate with the correct fee schedule. Terminal When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks. First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. c. Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on a City provided database and hardware platform or remotely at the Respondent’s location as long as reporting needs are effectively met. The City can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C chargebacks, protect against losses, view historical information for analysis, and manage cash flow. Reports available The online reporting tool features six types of Sales and Funding reports. Report name Description Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud Debit Suspense* Authorized PIN debit transactions for which payment could not be received from the issuer *applicable only to merchants accepting PIN debit Today’s Data* Total funding amount to be paid today *applicable only to merchants set up for same funding . The Report Wizard lets you custom build each report to your own specifications. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. Features Standardized, web-based reports that give you access virtually any time to payment processing information Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees Detailed reports for drilling down into specific locations, transaction types, adjustments, and more Summary information for up to 25 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be emailed or faxed wherever you need 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses You can view and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy level Description Lead Corporate level (corporate) (Non-mandatory) Identifies if multiple chaining structures are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain) (Mandatory for multiple outlets of same company) Identifies if the merchant structure is a single chain or part of a corporation. Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet) (Mandatory for single-location merchants) Identifies that the merchant structure is at the Location level only and is not part of a chain or corporation. Allows entitled users to view Location level reporting only. You can create specific groups of your locations by selecting the locations of your choice and running scheduled reports based on those specific groups. This gives you greater flexibility in managing the overall performance of your portfolio. Once the groups have been created, you can easily go back into the system and add or delete locations to or from a specific group. Help your organization Access payment processing information 24 hours a day, 365 days a year Reduce calls to customer service departments Drill down into funding events and reconcile total sales Create reports and schedule their distribution You can visit BusinessTrack.com for an online tour. d. Provide technology specifications for use of all proposed electronic systems and services. Terminal The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. First Data FD35 PIN Pad features 128 x 64 touch-screen technology Accepts magnetic stripe cards, EMV1 chip cards, contactless cards and key fobs, and mobile phone payments Payment Card Industry PIN Entry Device (PCI-PED) approved device Easy-to-use interface with visual display prompts, lights, and audio cues for customers Does not require a separate power supply Wells Fargo Payment Gateway API programing chart Linux Solaris Windows NVP SOAP XML NVP SOAP XML NVP SOAP XML ASP/COM ■ ■ C ■ ■ ■ ■ Java ■ ■ ■ ■ ■ ■ .NET ■ ■ ■ PHP ■ ■ ■ ■ Perl ■ ■ ■ ■ Please refer to the Appendix for a complete list of Wells Fargo Payment Gateway integration methods. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C 5. Point of Purchase Equipment a. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal We recommend that the City use the new FD200 terminals that use internet based software. All software updates are maintained for the City. We recommend that the City use the FD 200 terminal, which accepts card and check payments, plus the FD 35 EMV pin pad to support smartcard/contactless payments. Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225 FD 35PIN pad: $160 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship a total of three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. Please refer to the Appendix for more information on the EMV-capable FD200 terminals and the FD 35 EMV pin pad to support smartcard/contactless payments. b. Check Processor – Industry standard hardware utilizing horseshoe bend-style check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and electronically franked “presented”. Terminal First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. 6. Escalation procedures a. Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. In addition to your Wells Fargo treasury management and government banking teams, you will be assigned a merchant services relationship manager. This person will be your main contact for your merchant service customer service needs, including day-to-day communication and issue resolution. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C If the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. Wells Fargo 12/1/15 Signature Company Date 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Attachments B-F 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ATTACHMENT B-SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. Wells Fargo Bank, N.A. 12/1/15 _______________________ _____________________ _____________________ Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. _______________________ _____________________ _____________________ Signature Company Date Please see the exceptions included on the following page. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Wells Fargo notes the below exceptions and suggested modifications to the contractual language within this RFP. We are happy to discuss specific items with the City to determine mutually acceptable agreements in connection with the services and products requested under this RFP. Page # _ Section Comments General provisions — terms and conditions 6_ item 11 Intellectual property indemnification and 6_item Patent rights Wells Fargo can provide the following intellectual property indemnity in the lieu of that set forth in the City’s RFP terms and conditions: Wells Fargo will defend or settle, at its own expense, any claim or suit against City of Denton alleging that any such item furnished by Wells Fargo infringes any patent, trademark, copyright, or trade secret. Wells Fargo also will pay all damages and costs that by final judgment may be assessed against City of Denton due to such infringement and all attorney fees and litigation expenses reasonably incurred by City of Denton to defend against such a claim or suit. If any product(s) or service(s) furnished by Wells Fargo become, or in Wells Fargo’s opinion are likely to become, the subject of a claim of infringement, Wells Fargo will, at its option: (1) procure for City of Denton the right to continue using the applicable product or service; (2) replace the product(s) or service(s) with non-infringing product(s) or service(s) substantially complying with specifications; or (3) modify the product(s) or service(s) so it becomes non-infringing and performs in a substantially similar manner to the original product(s) or service(s); provided however, that Wells Fargo is notified promptly in writing, and is given all necessary information and the authority required for the defense and settlement of any such suit or proceeding. In no event will Wells Fargo be responsible for any settlement made by City of Denton without Wells Fargo’s written permission. In the event Wells Fargo and City of Denton agree to settle a claim or action, City of Denton agrees not to disclose the settlement without first obtaining Wells Fargo's written permission. Wells Fargo shall have no liability for infringement based on (i) any unauthorized alteration or modification of the product(s) or service(s) by any party other than Wells Fargo, (ii) use of the product(s) or service(s) in any manner other than as permitted under this agreement, (iii) use of the product(s) or service(s) in combination with any equipment or software not authorized by Wells Fargo or reasonably intended for use with the product(s) or service(s), or (iv) Wells Fargo’s compliance with specific information or instructions provided to Wells Fargo by City of Denton . In no event shall Wells Fargo be liable for any indirect, special, incidental, punitive or consequential damages. 6_item12 Rights to data, documents, and computer software (governmental entity ownership) Wells Fargo will provide customary data and reports associated with the requested services. However, Wells Fargo is a service provider, and is not delivering “work product”. Wells Fargo will retain all ownership and related rights in its intellectual property (including, but not limited to, systems, software, and hardware, regardless of location or date of development), used or developed in connection with the requested services, now and hereafter. 10_item 24 Product changes during the product term Wells Fargo must reserve the right to make the following changes to products and services without the City’s prior approval: (i) changes in response to a change in or required by applicable law, rule, regulation or interpretations thereof or (ii) changes resulting from a Bank-wide change affecting substantially all customers who use the affected product(s) or service(s). 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments 11-12_item 26 Shipping, delivery, and packaging These provisions are not applicable to the services requested. 13_item 31.b. Payment to performance milestones These provisions are not applicable to the services requested. 15_item 3 Contractor to package deliverables These provisions are not applicable to the services requested. 15_item 4 shipment under reservation prohibited These provisions are not applicable to the services requested. 15_item 5 Title and risk of loss These provisions are not applicable to the services requested. 15_item 6 Delivery terms and transportation charges These provisions are not applicable to the services requested. 15_item 7 Right of inspection and rejection Wells Fargo cannot allow physical facility audits for security and confidentiality reasons. We can allow audits of relevant records with reasonable prior notice during normal business hours. 15_item 8 No replacement of defective tender These provisions are not applicable to the services requested. 16-17_item 12 Invoices These provisions (including references to purchase orders, bills of lading, time sheets/trade labor rates, and transportation costs) presumably are not applicable to the services requested. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments 18_item 15 Final payment and close-out This provision would not seem appropriate in the context of an engagement for banking services. 18_item 17 Right to audit Wells Fargo will retain the agreements and records in accordance with its records retention policy. For example, transaction records will be retained on a rolling seven-year basis. Wells Fargo cannot allow physical facility audits for security and confidentiality reasons. We can allow audits of relevant records with reasonable prior notice during normal business hours. 18-19_item 18 Subcontractors Wells Fargo is part of a diversified financial services company that provides retail, commercial, and corporate banking services throughout much of the United States. The Wells Fargo utilizes various vendors and other third parties to handle portions of its business on a geographic and/or line of business basis. Accordingly, Wells Fargo reserves the right to subcontract freely. It is not feasible for Wells Fargo to obtain the prior written consent of any customer with respect to any service that may utilize such vendor or subcontractor. However, should Wells Fargo choose to subcontract, it shall remain fully responsible for the performance of all obligations pursuant to the contract including those performed by a subcontractor. In addition, Wells Fargo does not consider an arrangement with a third party under which the third party assists Wells Fargo in providing services or products which are not specific to City of Denton to be a subcontract for purposes of this Agreement. 19_Item 19 Warranty – price Wells Fargo cannot agree to the provision, as this is something that cannot be monitored. 9_item 20 Warranty - title These provisions are not applicable to the services requested. 19_item 20 Warranty - deliverables These provisions are not applicable to the services requested. 19_item 23 Acceptance of incomplete or Non-conforming Deliverables These provisions are not applicable to the services requested. 21_item 27 Termination for cause Item 28 Termination without cause Wells Fargo reserves the right to terminate subject to reasonable termination periods and/or grounds, which may be negotiated upon award of business. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments 21-22_item 31 Indemnity 41_item H Article 6 Indemnification Wells Fargo will provide an appropriate indemnity for claims and losses directly resulting from the negligence or willful misconduct of its officers, directors, employees, agents, subcontractors and assigns in connection with providing the services contemplated under the RFP. Wells Fargo believes that each party should be responsible to the other party for claims and losses directly resulting from the negligent or intentional acts and omissions of their respective officers, directors, employees, agents and assigns taking into consideration the principles of comparative fault. Further, Wells Fargo believes that neither party should be responsible for any indirect, special, consequential or punitive damages. We understand the importance of this requirement and, upon the award of business to Wells Fargo, will discuss and negotiate the indemnity based on the parameters set forth herein. 23-24_item 36 No warranty by city against infringements Wells Fargo will defend or settle, at its own expense, any claim or suit against City of Denton alleging that any such item furnished by Wells Fargo infringes any patent, trademark, copyright, or trade secret. Wells Fargo also will pay all damages and costs that by final judgment may be assessed against City of Denton due to such infringement and all attorney fees and litigation expenses reasonably incurred by City of Denton to defend against such a claim or suit. If any product(s) or service(s) furnished by Wells Fargo become, or in Wells Fargo’s opinion are likely to become, the subject of a claim of infringement, Wells Fargo will, at its option: (1) procure for City of Denton the right to continue using the applicable product or service; (2) replace the product(s) or service(s) with non-infringing product(s) or service(s) substantially complying with specifications; or (3) modify the product(s) or service(s) so it becomes non-infringing and performs in a substantially similar manner to the original product(s) or service(s); provided however, that Wells Fargo is notified promptly in writing, and is given all necessary information and the authority required for the defense and settlement of any such suit or proceeding. In no event will Wells Fargo be responsible for any settlement made by City of Denton without Wells Fargo’s written permission. In the event Wells Fargo and City of Denton agree to settle a claim or action, City of Denton agrees not to disclose the settlement without first obtaining Wells Fargo's written permission. Wells Fargo shall have no liability for infringement based on (i) any unauthorized alteration or modification of the product(s) or service(s) by any party other than Wells Fargo, (ii) use of the product(s) or service(s) in any manner other than as permitted under this agreement, (iii) use of the product(s) or service(s) in combination with any equipment or software not authorized by Wells Fargo or reasonably intended for use with the product(s) or service(s), or (iv) Wells Fargo’s compliance with specific information or instructions provided to Wells Fargo by City of Denton . In no event shall Wells Fargo be liable for any indirect, special, incidental, punitive or consequential damages. 24_ item 37 Confidentiality Wells Fargo is willing to agree to confidentiality terms consistent with those set forth in the Confidentiality Agreement you’ll find in the Appendix. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments 24-25_item 38 Ownership and use of deliverables Wells Fargo will provide customary data and reports associated with the requested services. However, Wells Fargo is a service provider, and is not delivering “work product”. Wells Fargo will retain all ownership and related rights in its intellectual property (including, but not limited to, systems, software and hardware, regardless of location or date of development), used or developed in connection with the requested services, now and hereafter. 26_ item 49. Dispute Resolution Wells Fargo cannot agree to mandatory mediation. 26_ item 50 Jurisdiction and venue Wells Fargo would require this provision to be modified (i) to provide that the contract will be governed by applicable federal law as well as the laws of the State of Texas and (ii) to provide for jurisdiction by state or federal courts in or for Denton County. 27_ item 56 Buy American Act - supplies These provisions are not applicable to the services requested. 29_item 67 Records retention Wells Fargo will retain the agreements and records in accordance with its records retention policy. For example, transaction records will be retained on a rolling seven-year basis. Appendix B — sample contract 39_Article 2 Obligations of depository Section A Paragraph 10 The position of the bank’s Service Documentation (Exhibit D) in the order of precedence is not clear. In addition, we do not believe that the terms of an RFP should take precedence over a bid issued in response to (and which might qualify or modify) the RFP. These items would need to be discussed and negotiated upon award of business. 41_Article 6 Indemnification The position of the bank’s Service Documentation (Exhibit D) in the order of precedence is not clear. In addition, we do not believe that the terms of an RFP should take precedence over a bid issued in response to (and which might qualify or modify) the RFP. These items would need to be discussed and negotiated upon award of business. 41_Article 8 Venue Wells Fargo would require this provision to be modified to provide for venue in state or federal courts in or for Denton County. 41-42_Article 10 Termination Wells Fargo reserves the right to terminate “for cause” upon reasonable grounds, which may be negotiated upon award of business. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments Specific to insurance 9_item 17 We will provide evidence of insurance on the most current form of the industry-standard ACORD certificate of insurance. 22_item 32 Insurance Please amend as follows: The insurance shall be written by a company licensed to do business in the State of Texas. Our insurance carriers are an integral part of our Risk Financing program and are not subject to review of a third party. 22-23_item 32.A. Please amend as follows: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide ACORD Certificates of Insurance with the coverage’s and applicable additional insured endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required ACORD Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward an ACORD Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit ACORD certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements including the City as additional insured, waivers, and notices of cancellation endorsements as well as the ACORD Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 ix. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments company as well as the Contractor. A request for additional insurance or increased limits shall be based on insurance coverages maintained by Contractors performing similar services and supported by insurance industry benchmarking information. Consultant/bidder shall be given at least 30 days' notice in which to obtain additional insurance coverage and/or higher limits. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract, if such cancellation or lapse results in non-compliance with the insurance requirements contained herein .xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. xiii. Notes Wells Fargo requires its insurers to carry an AM Best rating of at least A- with no financial size recommendation. We request that the RFP provision be amended to mirror our standard. Wells Fargo is a nonsubscriber under Texas' Workers Compensation Act. WF has established an employee welfare benefit plan in Texas. We can comply with the request for additional insured status. However, we do not tailor endorsements for specific contracts. Our policies contain an omnibus additional insured endorsement which recognizes business partners as additional insureds so long as a contractual requirement to do so exists. Wells Fargo & Company believes that deductibles and self-insured retentions (SIRs) are an expression of its risk tolerance and are not subject to review by a third party. Wells Fargo & Company carries large deductibles/SIRs which are common among Fortune 100 companies. Our SIRs are used to help control the cost of our risk financing programs. It would be extremely burdensome upon Wells Fargo to continuously update its vendors/business associates of reduction in aggregate insurance limits. 28_item 61 Wells Fargo is a nonsubscriber under Texas' Workers Compensation Act. Wells Fargo has established an employee welfare benefit plan in Texas. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments 30_Standard provisions Please amend as follows: As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory ACORD certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. Contractor shall bear all financial responsibility for all pertinent deductibles, self-insured retentions, and/or self-insurance with no contribution required from the City of Denton. General and Automobile Liability policies shall be include the following: Additional Insured: City of Denton, its Officials, Agents, Employees and volunteers. 31_Cancellation Please amend as follows: Cancellation: Contractor shall mail the City 30 day written notice should any of the policies described on the ACORD certificate be cancelled or materially changed before the expiration date, resulting in non-compliance with the insurance requirements contained herein. 31_fourth bullet from top Please amend as follows: Should any required insurance lapse during the contract term resulting in non-compliance with the insurance requirements contained herein, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If after being granted a 30-day remedy period, insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date the remedy period ends. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Page # _ Section Comments p. 31-33 Specific additional insurance requirements General liability insurance Wells Fargo does not provide insurance coverage for subcontractors/ independent contractors. To the extent a subcontractor/independent contractor is engaged, Wells Fargo will require the subcontractor to provide evidence of insurance that meets or exceeds the insurance requirements contained herein. Worker’s compensation insurance Wells Fargo is a nonsubscriber under Texas' Workers Compensation Act. Wells Fargo has established an employee welfare benefit plan in Texas. We do not agree to waive subrogation. Owner’s and contractor’s protective liability insurance is not applicable. Commercial crime Wells Fargo does maintain commercial crime coverage for direct financial loss sustained by Wells Fargo resulting from employee dishonesty. However, the coverage does not insure client assets against loss. Please add following sentence to the paragraph: Contractor will contractually guarantee that the City will not sustain any losses as a result of any dishonest act by its officers and employees in performance of services under this agreement. Attachment A Worker’s compensation coverage for building or construction projects for governmental entities does not apply. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ATTACHMENT D-REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: LOCATION: City of Grand Prairie CONTACT PERSON AND TITLE: Ms. Diana Ortiz, Finance Director TELEPHONE NUMBER: 972-237-8090 SCOPE OF WORK: Depository/Treasury Management services CONTRACT PERIOD: Customer since 2009 REFERENCE TWO GOVERNMENT/COMPANY NAME: LOCATION: City of DeSoto CONTACT PERSON AND TITLE: Ms. Edena Atmore, CPA, Managing Director TELEPHONE NUMBER: 972-230-9635 SCOPE OF WORK: Depository/Treasury Management services CONTRACT PERIOD: Customer since 2010 REFERENCE THREE GOVERNMENT/COMPANY NAME: LOCATION: Metropolitan Transit Authority of Harris County CONTACT PERSON AND TITLE: Daniel Weber, Manager, Treasury Services/Finance TELEPHONE NUMBER: 713-739-6945 SCOPE OF WORK: Depository/Treasury Management services CONTRACT PERIOD: Customer since 2015 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officernamed in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as anofficer or director, or holds an ownership of one percent or more? Yes No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date x 12/1/15 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C City of Denton RFP for Supply of Bank Depository and Electronic Check Processing Services RFP 5962 - Main Document Page 24 of 24 ATTACHMENT F-ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated ____11-19-15______________ Received ____11-19-15_____________ Addendum No 2 Dated ____11-19-15______________ Received ____11-19-15_____________ Addendum No 3 Dated ____11-20-15______________ Received ____11-20-15_____________ NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE: __Wells Fargo Bank N.A.______________ Signature __420 Montgomery Street______________ Date 12-3-2015 __San Francisco CA 94104_____________ Name Aaron Cook, VP ___________________________________ Title Relationship Manager ________________ Tel. No. ___214-661-1245______________ Fax No. 877-402-4580 ____________________ Email. Aaron.cook@wellsfargo.com _____ 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Appendix Availability schedules ................................................................... Tab A Sample statements ........................................................................ Tab B Lockbox reports and specifications .............................................. Tab C Sample collateral agreement ........................................................ Tab D Safekeeping agreement ................................................................. Tab E Money market mutual funds ........................................................ Tab F Deposit preparation guides .......................................................... Tab G Merchant services documents ..................................................... Tab H Sample monthly statement Integration methods TeleCheck Electronic Check Acceptance warranty service Response conditions Exceptions Wells Fargo Affirmative Action program ...................................... Tab I Texas Employee Injury Benefit Plan and Risk Mitigation Strategies for Wells Fargo Business Partners ..............Tab J Bank agreements .......................................................................... Tab K 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Items not converted to ACH receive the standard check deposit availability. Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional business day. 2 This schedule is subject to change without notice. Cash vault or store deposit with the Smart Decision® service Treasury Management Availability schedule Cash vault or store check deposits made to a commercial or national bank account enabled for the Smart Decision® service1 received before the published cutoff time, receive collected funds in accordance with the following schedule: wellsfargo.com/com ©2013 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2221 - 07/13 1 The Smart Decision service is available to cash vault or store check deposits and is used to convert eligible items to ACH debits. Items not eligible for ACH conversion, such as business checks, would be subject to the standard availability for cash vault or store items. Please refer to the published check deposit availability schedule for more details. 2 A business day is defined as every day except Saturday, Sunday, and federal holidays. Collected funds Wells Fargo Bank checks Same day Checks converted to ACH One day 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Check deposit availability schedule Treasury Management All checks deposited to a commercial or national bank account and received before the cutoff time posted in the store, cash vault, or any other department or office receive collected funds in accordance with the following schedule: Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. This schedule is subject to change without notice. wellsfargo.com/com © 2015 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2177 (05/15) 1 Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Controlled Disbursement checks receive collected funds the next business day. 2 Deposited checks drawn on financial institutions located within the same time zone as the deposit location are available next business day. A business day is defined as every day except Saturday, Sunday, and federal holidays. Time zones include Eastern, Central, Mountain, Pacific, and Alaska. Collected funds Wells Fargo Bank checks1 Same day U.S. government checks One day Select financial institution checks2 One day All other checks Two days 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Commercial / Commercial Checking / National Bank customers Desktop Deposit® service with Smart Decision® availability schedule Treasury Management All Wells Fargo electronic deposits to a commercial or national bank account enabled with the Smart Decision service1 and received before the published cutoff time of 9 p.m. Central Time receive collected funds in accordance with the following schedule: Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. This schedule is subject to change without notice. wellsfargo.com/com © 2015 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-1917 - 03/15 Collected funds Items converted to ACH Wells Fargo Bank checks*Same day All other checks One day Items not converted to ACH Wells Fargo Bank checks*Same day U.S. government checks One day All other checks One day 1The Smart Decision service is available for Desktop Deposit service customers and is used to convert eligible items to ACH debits. Items not eligible for ACH conversion, such as business checks, would be subject to the standard availability for Desktop Deposit service items. 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Commercial / Commercial Checking / National Bank customers Desktop Deposit® service availability schedule Treasury Management All Wells Fargo electronic deposits to a commercial or national bank account received before the published cutoff time of 9 p.m. Central Time receive collected funds in accordance with the following schedule: Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. This schedule is subject to change without notice. wellsfargo.com/com © 2015 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-1922 - 03/15 Collected funds Wells Fargo Bank checks*Same day U.S. government checks One day All other checks One day 5962 EXHIBIT M DocuSign Envelope ID: 9C540D32-7216-4C82-BC9B-D390FF0B4C0C Certificate Of Completion Envelope Id: 9C540D3272164C82BC9BD390FF0B4C0C Status: Completed Subject: City Council Docusign Item - 5962 - Bank Depository Source Envelope: Document Pages: 330 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 0 Cindy Alonzo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 4/14/2016 3:18:41 PM Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 71.42.104.67 Signed using mobile Sent: 4/14/2016 3:25:23 PM Viewed: 4/14/2016 7:20:34 PM Signed: 4/14/2016 7:22:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Aaron Cook, Wells Fargo Aaron.Cook@wellsfargo.com Vice President Wells Fargo Bank, N.A. Security Level: Email, Account Authentication (Optional) Using IP Address: 159.45.22.6 Sent: 4/14/2016 7:22:07 PM Viewed: 4/15/2016 2:13:29 PM Signed: 4/18/2016 1:49:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 4/18/2016 1:49:09 PM Viewed: 4/18/2016 2:12:30 PM Signed: 4/18/2016 2:12:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 4/18/2016 2:12:55 PM Viewed: 4/19/2016 5:04:47 AM Signed: 5/2/2016 1:14:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer Events Signature Timestamp George C. Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 5/2/2016 1:14:36 PM Viewed: 5/4/2016 6:47:40 AM Signed: 5/4/2016 7:29:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 5/4/2016 7:29:20 AM Viewed: 5/6/2016 11:39:55 AM Signed: 5/6/2016 11:40:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/18/2016 1:49:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/18/2016 1:49:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 5/2/2016 1:14:34 PM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 5/2/2016 1:14:36 PM Viewed: 5/2/2016 1:20:03 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 5/6/2016 11:40:16 AM Viewed: 5/9/2016 6:19:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tony Puente Antonio.Puente@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 5/6/2016 11:40:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 5/6/2016 11:40:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/6/2016 11:40:20 AM Certified Delivered Security Checked 5/6/2016 11:40:20 AM Signing Complete Security Checked 5/6/2016 11:40:20 AM Completed Security Checked 5/6/2016 11:40:20 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Robin Fox How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. 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