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2011-048SALegal\Our Documents\Ordinances\1lWepository Contract Ord-Wells Fargo.doc ORDINANCE NO. 2011-048 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING JUNE 1, 2011 AND ENDING MAY 31, 2016; AUTHORIZING THE CITY MANAGER TO EXECUTE A DEPOSITORY SERVICES CONTRACT WITH WELLS FARGO BANK, N.A. AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton has notified all the banking institutions within the City of its intent to receive applications for the performance of depository services and the custody of City funds for a term beginning June 1, 2011 and ending on May 31, 2016 in accordance with the requirements of Chapter 105 of the Local Government Code; and WHEREAS, the City of Denton has received an application for depository services from a banking institution desiring to be designated as the primary depository for both operations and payroll accounts and standard banking services as requested in the proposal; and WHEREAS, after such opening, the City Council found, on the basis of the bid application, that Wells Fargo Bank, N.A. has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Wells Fargo Bank, N.A. is hereby selected and designated as the primary depository for operations and payroll accounts, banking, and depository services beginning June 1, 2011 and ending May 31, 2016 in accordance with Chapter 105 of the Texas Local Government Code. The City Manager, or his designee, is authorized to execute a depository contract with Wells Fargo Bank, N.A., substantially in the form of the attached Contract. SECTION 2. The Contract, including all attached exhibits, with this depository having its office and place of business in the City of Denton, Texas, shall be attached hereto and made a part hereof, and the same is hereby in all things approved and accepted. The City Manager, or his designee, is hereby authorized to execute any other documents and agreements on behalf of the City that are consistent with the services authorized by the Contract. SECTION 3. The following officials: City Manager, Assistant City Managers and the Chief Financial Officer, are hereby authorized to transact business with the above listed institution regarding daily banking transactions or investments for the City of Denton. SECTION 4. The City Manager is authorized to make the expenditure of funds and fees and take the actions as indicated in the attached Contract and exhibits. SALegal\Our Documents\Ordinances1111Depository Contract Ord-Wells Fargo. doe SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. G PASSED AND APPROVED this the day of , 2011. MARK A. B URROVGHS I WAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY?OVEDI~S' AP TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: G Page 2 DEPOSITORY SERVICES CONTRACT STATE OF TEXAS COUNTY OF DENTON ARTICLE 1. SELECTION AND TERM Wells Fargo Bank, N.A. hereinafter referred to as "Depository" at Denton, Texas, a bank located in the State of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, by the City Council of the City of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City. The action of the City Council was duly taken and the Depository is to serve pursuant to this Contract for a period of five (5) years, beginning June 1, 2011 and ending May 31, 2016. Provided, however, that this Contract may be terminated by either party by providing at least a ninety (90) day written notification of said termination. Depository also agrees that the City shall have up to one hundred twenty (120) days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Depository further agrees that this contract may also be extended for a period not to exceed one hundred twenty (120) days for the transition to a new Bank depository, if needed. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository 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. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all uninsured collected deposits of City on deposit with Depository 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 November 2, 2010, and all other applicable laws. Depository and City shall execute the Depository Pledge Agreement attached to this Contract as Exhibit "A" and made a part hereof as if written word for word herein. All uninsured collected deposits, including accrued interest, are to be fully collateralized in accordance with the above terms. Depository 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: 1. 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 Banks RFP response and the City's Investment Policy date November 2, 2010. 2. Depository shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Depository for the account of the City no later than the banking day next following the day of Depository's receipt of such warrants; that Depository shall faithfully perform all duties and obligations devolving upon Depository by law and this Contract, including specifically the duty to collect with diligence checks, drafts, and demands for money deposited with Depository; pay upon presentation all checks or drafts drawn 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 Depository upon maturity or after the period of notice required, and faithfully keep, account for as required by 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 Depository. 3. The pledge of approved securities required by this Contract shall be a continuing pledge, ceasing only upon the later of the termination of this Contract or the fulfillment by Depository of all of its duties and obligations arising out of this Contract (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such continuing security interest be voided by any act of Depository). But notwithstanding the foregoing Depository shall have the right, with the consent of City, which shall not be unreasonably withheld or delayed, to purchase and sell and substitute or replace, any and all of the approved securities pledged pursuant to this Contract with other approved securities, so long as the market value of all collateral securities after such substitution or replacement shall equal or exceed the amount required by applicable law and as provided in Banks RFP response and the City's Investment Policy date November 2, 2010. 4. This Contract shall become binding upon City and Depository only upon approval by the City Council of the Contract and the Proposal attached hereto as Exhibit "B". To the extent of conflict, if any there be, between this Contract and the Proposal, and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the Proposal (Exhibit `B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A.10 of this Contract. 5. City shall promptly furnish two executed copies of this Contract, photocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository. 6. On the execution date of this Depository Contract the Depository agrees to pledge an amount that is 102% of uninsured collected deposits of the City. Page 2 of 7 7. Any closing or failure of Depository, or any event reasonably deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to all approved securities pledged pursuant to this Depository Contract in City. In such event, City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository. 8. Depository agrees that it will act, and the City hereby designates Depository as its primary depository, with both parties agreeing that all funds herein shall be deposited and invested 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. 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 earn the highest rate of return consistent with the City's Investment Policy and all other applicable requirements of the law. 9. Depository 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 Depository's Proposal dated October 4, 2010 which Proposal is attached hereto as Exhibit "B" and made a part of this Contract for all purposes. 10. Depository shall perform all those banking services set forth in Exhibit "A"; its Proposal attached hereto as Exhibit "B"; the City's Request for Proposals for the Performance of Depository Services, which is attached hereto as Exhibit "C"; and Depository's Service Documentation as defined in Depository's Master Agreement for Treasury Management Services and attached hereto as Exhibit "D" and made a part of this Contract for all purposes. In case of conflicts between this Depository Contract and the aforementioned exhibits or in case of a conflict between such exhibits, the conflict will be resolved as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and "C"; third, Exhibit "C" controls over Exhibits "B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable 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 law. Page 3 of 7 ARTICLE 3. ADDITIONAL SECURITY Subsequent to the execution date of this Contract, should the amount of deposit exceed the market value of the pledged securities, additional securities shall be pledged in accordance with Section A of Article 2 of this Agreement. ARTICLE 4. 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. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall use the same degree of skill and care as presently maintained by other practicing professionals performing the same or similar types of work in the State of Texas. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository shall defend, at its own expense, any suits or other proceedings brought against the City, its officers, agents, and employees, and shall pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or rendered against them or the City. ARTICLE 7. EXHIBITS All exhibits attached to this Contract are considered to be integral parts of same, and Depository will fully comply with the terms and conditions of same. ARTICLE 8. VENUE For purposes of determining venue and the law governing this Contract, services performed under this Contract are performed in the City and County of Denton, Texas. Any suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. Page 4 of 7 ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. Should Depository default in any of its obligations to City under this Contract, City shall give Depository notice of default in writing, and Depository shall have 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this Contract and Depository shall be fully responsible to pay City any and all damages caused by its default. Depository shall be paid for all services satisfactorily performed in accordance with this Contract up to date of any termination hereunder. Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory agency shall be considered a material breach of this Contract. Nothing herein shall deprive City of any other remedies in law and equity to enforce the terms, conditions, and obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE 11. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: CITY: George C. Campbell City of Denton 215 E. McKinney Denton, Texas 76201 DEPOSITORY: Andrew B. Deskins Wells Fargo Bank, N.A. 4801 Southwest Pkwy., Bldg. 1, Suite 175 Austin, TX 78735 Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. ARTICLE 12. ASSIGNMENT Page 5 of 7 Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT This Contract shall be binding upon and enure to the effect of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. ARTICLE 14. ENTIRE AGREEMENT This Contract and the attached exhibits constitute and express the entire agreement between the parties and shall not be amended or modified except by written instrument signed by both parties. ARTICLE 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have full and complete capacity and authority to execute a binding Depository Contract which is effective, for all purposes, as to all services to be provided and all terms and obligations under this Contract. ARTICLE 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. ~-q~ IN WITNESS of which this Contract has been executed on this the ' of wQA IV p / by the duly authorized officers of Depository and City. Page 6 of 7 CITY OF DENTON: By: 4' Name (Print): George C. Campbell Title: City Manager Address: City of Denton 215 E. McKinney Denton, Texas 76201 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: (~ft - 4) APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY i BY: Wells Fargo Bank, N.A. Depository By: Date: -XIAIP111 Aut orized Signature Name (Print): Andrew B. Deskins Title: Senior Vice President Page 7 of 7 ACCEPTANCE OF SERVICES Part I Certification The person(s) signing this Acceptance of Services ("Acceptance") certifies/certify that: (a) the company identified in the signature block of this Acceptance ("Company") has received and agrees to be bound by the Service Documentation, as defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasury Management Services; (b) Company has granted the person(s) signing this Acceptance the authority on Company's behalf to (i) execute this. Acceptance, (ii) enter into other agreements with Bank for treasury management services Bank offers on or after the Effective Date of this Acceptance (each, a "Service") and (iii) amend, terminate or otherwise act on behalf of Company with respect to this Acceptance and such other agreements and Services; and (c) Company's use of any Service, including without limitation each Service Company begins using after the Effective Date of this Acceptance, confirms Company's receipt of and agreement to be bound by the Service Documentation relating to that Service. Part 11 - ACH Origination Services IA. Description of Security Procedure. 1. General. An "Entry" is an automated clearing house ("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 (or a communication amending or canceling an Entry or File) to Bank. Bank will verify each File Bank receives in Company's name solely in accordance with the security procedure(s) Company elects in this Acceptance (each, a "Security Procedure"). The purpose of the Security Procedure is to verify the authenticity of a File, not to detect an erroneous or duplicate Entry or File. 2. Commercially Reasonable. Company has determined (a) the Security Procedure best meets Company's requirements with regard to the size, type and frequency of Files issued by Company to Bank and (b) the Security Procedure is commercially reasonable. Company refuses to have its Files verified by any security procedure other than the Security Procedure. 3. Binding Instructions. Company will be responsible for any erroneous or duplicate Entry or File Bank receives in Company's name. Company agrees to be bound by each Entry and File, or request to cancel or amend an Entry or File, whether or not authorized by Company, issued in Company's name and accepted by Bank in compliance with the Security Procedure. 4. Confidentiality. Company and Bank will preserve the confidentiality of the Security Procedure and any passwords, codes, security devices and related instructions provided by Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it will immediately notify Bank. 5. Authorized Person(s). Company will promptly notify Bank in writing of the identity of each person authorized to receive information regarding the Security Procedure (each, an "Authorized Person") and when a person is no longer an Authorized Person. Company will maintain effective internal procedures to safeguard against unauthorized Entries or Files and warrants that no individual will be allowed to initiate an Entry or File without proper supervision and safeguards. 1B. Election of Security Procedure(s). 7M-1521 Acceptance of Services - ACH, Wires and Stagecoach Sweep Revised 11-08-2010 Page 1 of 3 The Security Procedure(s) Company has elected for ACH origination is/are: Commercial Electronic Office`s (CEOI) CEO is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet ACH Service through the portal. CEO security procedures include log-on credentials specified by Bank (that may include a Company ID, user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each File received through CEO in Company's name. 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. Company's TPSP is: Third Party Service Provider: Contact Person: Telephone: Fax: 'art III -Wire Transfer Services Description of Security Procedure. 1. General. Bank will verify instructions to transfer funds from Company's Account that Bank receives in Company's name (each, a "Payment Order") solely in accordance with the security procedure(s) Company elects in this Acceptance (each, a Security Procedure"). The purpose of the Security Procedure is to verify the authenticity of a Payment Order, not to detect an erroneous or duplicate Payment Order. 2. Commercially Reasonable. Company has determined (a) the Security Procedure best meets Company's requirements with regard to the size, type and frequency of Payment Orders issued by Company to Bank and (b) the Security Procedure is commercially reasonable. Company refuses to have its Payment Orders verified by any security procedure other than the Security Procedure. 3. Binding Instructions. Company will be responsible for any erroneous or duplicate Payment Order Bank receives in Company's name. Company agrees to be bound by each Payment Order, or request to cancel or amend a Payment Order, whether or not authorized by Company, issued in Company's name and accepted by Bank in compliance with the Security Procedure. 4. Confidentiality. Company and Bank will preserve the confidentiality of the Security Procedure and any passwords, codes, security devices and related instructions provided by Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it will immediately notify Bank. 5. Authorized Person(s). Company will promptly notify Bank in writing of the identity of each person authorized to receive information regarding the Security Procedure (each, an "Authorized Person") and when a person is no longer an Authorized Person. Company will maintain effective internal procedures to safeguard against unauthorized Payment Orders and warrants that no individual will be allowed to initiate a Payment Order without proper supervision and safeguards. B. Election of Security Procedure(s). © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1521 Acceptance of Services - ACH, Wires and Stagecoach Sweep Page 2 of 3 Revised 11-08-2010 The Security Procedure(s) Company has elected for Wire Transfers is/are: Voice Bank's voice initiation security procedure consists of confirming that the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders. ❑ Telephone Verification Service. If Bank receives a voice-initiated, non-repetitive Payment Order of $ .00 or more, Bank will make one attempt to telephone person(s) designated by Company on the most current setup form for Company in Bank's records to authenticate the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order. Commercial Electronic Office' (CEO') CEO is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Wire Transfer Service through the portal. CEO security procedures include log-on credentials specified by Bank that may include a Company ID, user ID and password and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each Payment Order received through CEO in Company's name. Remainder of page intentionally left blank Part V - Signature and Effective Date. Agreed To and Accepted By: Company: By: Name: Title: Effective Date: City of Denton E.. e C h~l 1 ~l Q © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1521 Acceptance of Services -A CH, Wires and Stagecoach Sweep Page 3 of 3 Revised 11-08-2010 IMAGE POSITIVE PAY SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Image Positive Pay 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 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 Checks 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." 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 that contains all Exception Items including Checks with encoding errors. TM-1418 Image Positive Pay Service Description Page 1 of 4 Revised 04-08-2010 4. Payee Validation. Bank offers Payee Validation with Perfect Presentment Positive Pay, Positive Pay and Positive Pay Only. In addition to performing the electronic comparison described in section 2, Bank electronically compares the payee's name on each Check 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 from time to time in its sole discretion, Bank will, in its sole discretion, (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. There are two Payee Validation Options: 4.1. Standard Payee Validation Option. Bank validates the payee's name on each Check exceeding the dollar threshold determined by Bank from time to time without notice to Company. Bank will indemnify Company against actual direct money losses incurred by Company as a result of an unauthorized alteration of the payee's name on each Check paid by Bank (excluding hand-written Checks). 4.2. Customized Payee Validation Option. Bank validates the payee's name on each Check exceeding the dollar threshold that Company elects. Company will indemnify Bank against actual direct money losses Bank incurs as a result of an unauthorized alteration of the payee's name on a Check below Company's defined dollar threshold, and Bank will indemnify Company against actual losses Company directly incurs as a result of an unauthorized alteration of the payee's name on a Check equal to or greater than Company's defined dollar threshold (excluding hand-written Checks). 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 to add the payee's name manually to Check Issue Data Company has previously provided to Bank. If Company's Account is enrolled in Bank's Greenville Perfect Presentment Positive Pay Service, Payee Validation will be limited to those Checks presented at a Bank branch for encashment. 6. 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). 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 the future-dated Check register matches the current Business Day's calendar date. Bank will not accept Check Issue Data that contains 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 12). 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 through CEO. TM-1418 Image Positive Pay Service Description Page 2 of 4 Revised 04-08-2010 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 for Checks Listed in Exception Report. Bank offers two options for processing Checks listed in the Exceptions Report for which Company fails to instruct Bank to pay or return before the Decision Deadline (each, "Company's Default Option"). Company may elect to have Bank pay each such Check or to return each such Check. 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 12). 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 through CEO, Company will use CEO 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 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. Limitation of Liability and Indemnification. Each Check Company has authorized or is deemed to have authorized Bank to pay in accordance with this Service Description will be paid without Bank performing Bank's customary (or any other) Check verification procedures. Bank will have no liability for paying a Check if (a) there is an alteration in its serial number or amount; (b) Company has elected Payee Validation and Bank fails to identify an alteration or other exception in the payee's name because Company has truncated the name in Company's Check Issue Data; (c) it is counterfeit, bears a forged or unauthorized signature; or (d) it was otherwise TM-1418 Image Positive Pay Service Description Page 3 of 4 Revised 04-08-2010 a X,/(e-~ S not validly issued. Each Check that ank pays in accordance with this Service Description will be deemed to be properly payable, a d each Check that Bank returns in accordance with this Service Description will be deeme not to be properly payable. Without limiting the indemnification provisions contained .ip the other Service Documentation, Company (a) 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 section 9, and (b) 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. This Section 10 will survive termination of the Service. 11. 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 agrees to 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 that exceeds the number of months that Company elects as its stale date. 12. 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 in Bank's sole discretion that (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. 13. Survival. Sections 4, 5, 7, 9, 10 and 12 will survive termination of the Service. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1418 Image Positive Pay Service Description Page 4 of 4 Revised 04-08-2010 COMMERCIAL ELECTRONIC OFFICE° ("CEO"®) SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Commercial Electronic Office Service ("CEO"). "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 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 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 TM-1426 Commercial Electronic Office ("CEO') Service Description Page 1 of 3 Revised 0113112010 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. 6. 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. CEO Workstation Service. This section contains additional terms applicable to Bank's CEO Workstation Service. The CEO Workstation enables Company to view and use for global cash positioning, forecasting and trending data that (a) Bank automatically populates from Company's deposit account(s) at Bank and other financial institutions Company directs to provide data to Bank and (b) Company manually populates. Bank will not verify the accuracy of information from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance. If Company uses the Workstation to convert funds in an account to a currency other than the currency in which the account is denominated, the rate used through the Workstation may differ from the 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. TM-1426 Commercial Electronic Office ("CEO') Service Description Page 2 of 3 Revised 0113112010 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-.--O,S d~~~oweo~ ~j~~elc~s 5 ~e \0.t 10. Survival. Sections 3, 4, 5, 6, 7, 8 and 9 will survive termination of the Service. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1426 Commercial Electronic Office ("CEO') Service Description Page 3 of 3 Revised 01/31/2010 CASH LETTER SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Cash Letter 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 Service. With the Service, Company may present cash letters ("Cash Letters") to Bank containing pre-encoded and properly endorsed U.S. dollar checks drawn on Bank or other U. S. domestic financial institutions (each a, "Check") which conform to all applicable requirements imposed by the Federal Reserve Banks and Bank's Cash Letter User Guide. Bank will deposit the aggregate amount of Checks contained in a Cash Letter into Company's deposit account with Bank designated in such Cash Letter in accordance with the provisions of the account agreement governing the account. 3. Encoding Responsibilities. Company is responsible for accurately encoding the dollar amount on each Check presented with a Cash Letter. The dollar amount and applicable paying bank or nonbank payor routing number must be printed on each Check in Magnetic Ink Character Recognition ("MICR") numbers. The form, content and placement of this MICR printing must conform to all applicable technical standards established by the American National Standards Institute and the American Bankers Association ("Industry Standards"). 4. Service Charges and Collected Funds Availability for Reject Items. Checks contained in Cash Letters which are rejected by Bank's processing equipment because they have not been encoded in accordance with Industry Standards or which require repair and/or reentry (each, a "Reject Item") are subject to a per-Check service charge. The service charge is assessed for those Reject Items exceeding one percent (1.0%) of the total volume of Checks deposited in an individual Cash Letter. In addition, all Reject Items will be made available as collected funds one Business Day after they otherwise would have been made available under the applicable collected funds schedule. 5. Liability; Indemnification. In addition to the limitation of liability and indemnification provisions set forth in the Master Agreement, Bank will not be liable for, and Company will indemnify and hold Bank, its directors, officers, employees and agents harmless from all loss, liability, claims, demands, judgments and expenses paid or suffered or incurred by any such indemnified party arising directly or indirectly as a result of or in connection wit\dh k's processing of photocopies of Checks from a Cash Letter, (b) Bank's return unp Check in a Cash Letter, (c) Bank's not notifying Company of any returned Check tresented and then paid as provided in the Cash Letter User Guide, (d) the late reclamny returned Check caused by Bank's depositing the Check more than once in accoh the Cash Letter User Guide, (e) the late reclamation of any Check caused by thf another bank or financial institution, (f) Company's failure to accu rately encode ann accordance with the requirements of section 4 of this Service Description, or (g) any Bank of encoding warranties under the Uniform Commercial Code which is attributampany's failure to accurately encode any Check. Company acknowledges that this ication will survive termination of this Service. 6. Survival. Sections 5 and 6 will survive the termination of Service. © 2010 Wells Fargo Bank, N.A. All rights reserved. 0,& TM-1409 Cash Letter Service Description Page 1 of 1 Revised 0113112010 / low 4., C~ Q yL~ COMMERCIAL DEPOSITORY SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") commercial depository services (each, a "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 Service. With the Service, Company may 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. 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 Offices (CEO®) portal (each a "Cash Request") that Bank make available to Company's Agent at Bank's cash vault, in an amount designated in the Cash Request, shipments of cash (each a "Cash Shipment") in bags or other containers ("Cash Bags"). Bank is authorized to act upon any Cash Request Bank receives in accordance with this Service Description, and which Bank believes in good faith to have been made by an authorized representative of Company. Bank has no obligation whatsoever to verify, and will not be liable for its failure to verify or investigate, any Cash Request. 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 TM-1416 Commercial Depository Service Description Page 1 of 5 Revised 0113112010 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 at Bank's or Bank's affiliate ("Designated Account") for the aggregate amount of the shipment. Company will maintain collected balances in the Designated Account sufficient at all times to cover fully any debit. Bank has no obligation to release a requested Cash Shipment or any portion thereof to Company's Agent unless there are sufficient collected funds in the Designated Account to fully cover the amount of the Shipment at the time the Shipment is to be made available to Company's Agent. If Company fails to specify a Designated Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment. 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, other negotiable instruments or food coupons (each a "Deposit Shipment") to Bank's cash vault locations, and Bank's processing of such Deposit Shipments: 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 acting as Company's agent ("Agent"). Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments. Bank may accept Deposit Shipments from any person Bank believes in good faith to be Company's Agent. The delivery of a Deposit Bag to Bank or Bank's receipt for it on a manifest will not be deemed proof of Bank's receipt of the contents listed on the deposit slip contained in the Deposit Bag or Company's records. Bank will have no responsibility for any Deposit Bag or its contents delivered to one of Bank's cash vaults until the Deposit Bag is accepted by Bank in accordance with its procedures and the contents of the Deposit Bag are counted by Bank. 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; TM-1416 Commercial Depository Service Description Page 2 of 5 Revised 0113112010 Specify the number of Deposit Bags belonging to Company which are included in the overall shipment delivered to Bank, as well as the contents of each Deposit Bag, on a delivery manifest, a copy of which Company's Agent will provide to Bank at the time of delivery; Obtain the signature of Bank's employee who accepts delivery on that portion of the delivery manifest which the Agent retains; and Retain a copy of the receipt or other document covering each Deposit Bag delivered by Company to its Agent for at least one year from the date of delivery to Company's Agent. Company agrees that Deposit Bags will be used only for the deposit of currency, coin, checks, other negotiable instruments or food coupons (collectively "items"), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Deposit Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. 4.3. Cut-off Time; Deposit to Designated Account. If a Deposit Shipment is received at one of Bank's cash vaults on a Business Day before Bank's published "cut-off time" for that cash vault, the aggregate amount of the deposits in such Shipment will be credited on that Business Day to the account with Bank specified on the deposit slip for that Shipment (the "Depository Account"). If a Deposit Shipment is received at a cash vault on a Business Day after Bank's "cut-off time," the aggregate amount of the deposits in that Shipment will be credited to the Depository Account on the next succeeding Business Day. Bank will not deposit any items received in any Deposit Shipment unless the account number of the Depository Account into which the deposit is to be made is specified on the deposit slip for that Shipment. 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 any food coupons, 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 Depository Account. Company acknowledges that it has had an opportunity to have Bank's applicable count and verification procedures explained to_ its representative and agrees that the same will be deemed commercially reasonable. Company understands that no photocopying or microfilming of items will be performed at any cash vault location. 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 Depository Account specified on the deposit slip by such difference and report the difference to Company. If that Depository Account has an insufficient collected and available balance to cover the debit, Bank will debit any of Company's other accounts with Bank for the difference, and Company agrees to promptly reimburse Bank for the difference (or any portion thereof) for which there are insufficient available balances in Company's accounts with Bank. If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is more than that reported on the deposit slip covering the Shipment, Bank will credit the Depository Account specified on the deposit slip for the difference and notify Company of the difference. TM-1416 Commercial Depository Service Description Page 3 of 5 Revised 0113112010 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, other negotiable instruments or food coupons (each a "Night Deposit") to Bank's night depository locations, 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, food coupons, checks or negotiable instruments properly endorsed by Company (collectively "items"), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Night Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. Each Night Bag must contain one or more deposit slips listing all the items contained in that Bag and their total dollar amount, and identifying the deposit account of Company into which the dollar amount of the deposit is to be credited (the "Designated Account"). After each Night Bag is placed in a Night Depository, the Night Depository must be securely locked. At the time each Night Bag is placed in a Night Depository the Bag must be securely closed and placed completely in the Night Depository. 6.3. Processing of Night Deposits. Bank may open each Night Bag and remove its contents without Company or any of its representatives being present. The contents of each Night Bag will be processed in accordance with Bank's standard procedures, and if placed in a Night Depository before Bank's established "cut-off time" on any Business Day, those items acceptable for deposit will be deposited into the Designated Account as of the close of business on that same Business Day. The cut-off time for deposits made through the night depository may be different from that for deposits made at the teller line. Night Deposits placed in a Night Depository after Bank's established "cut-off time" will be credited to the Designated Account on the next succeeding Business Day. Company understands and agrees that the contents of a Night Bag will not be credited to the Designated Account, nor will the relationship between Company and Bank be that of a debtor to a creditor with respect to any item in a Bag, until Bank has accepted the item for deposit into the Designated Account after counting all the items in the Bag and calculating the total dollar amount of all such items. 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. TM-1416 Commercial Depository Service Description Page 4 of 5 Revised 0113112010 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 handling instructions it may have in connection with cash orders or deposits of items at Bank's cash vault or night depository locations. Bank may at its option accept or reject the instructions and so notify Company. Even if accepted, Bank may stop complying with the instructions upon prior notice to Company if, in 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 handling procedure will be borne solely by Company. 7. Survival. Sections 3.6, 4.4., 4.5., 5.4., 5.5., and 7 will survive termination of the Service. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1416 Commercial Depository Service Description Page 5 of 5 Revised 0113112010 CHEXSTOe SERVICE DESCRIPTION Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") CheXstor 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 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 Officee 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. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1410 CheXstor Service Description Page 1 of 1 Revised 0113112010 CONTROLLED DISBURSEMENT SERVICE DESCRIPTION Introduction. This Service Description is part of the Service Documentation governing Wells Fargo Bank, N.A. ("Bank")'s controlled disbursement 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. 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 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 TM-1429 Controlled Disbursement Service Description Page 1 of 5 Revised 11-08-2010 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 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. TM-1429 Controlled Disbursement Service Description Page 2 of 5 Revised 11-08-2010 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 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. -t~ e4-4 ave-w-d ~-ref- C-e> -s~,-tc m ' ation. In addition to the liability and indemnification provisions in the J 12. Liability and Inde ic Master Agreement, either 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 TM-1429 Controlled Disbursement Service Description Page 3 of 5 Revised 11-08-2010 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, 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). TM-1429 Controlled Disbursement Service Description Page 4 of 5 Revised 11-08-2010 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 s ---"-h-the-fMstMT9M Bank is ' located will govern Tiperformance of the Service. 1 6A lJ Vt © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1429 Controlled Disbursement Service Description Page 5 of 5 Revised 11-08-2010 FUNDS AVAILABILITY POLICY 1. 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. Deposits made in person at a branch office location during normal business hours on a Business Day before Bank's established cutoff time are considered made that Business Day. However, if Company makes a deposit after Bank's cutoff time, or on a day Bank is not open, or on a non-Business Day on which Bank is providing deposit services, Bank will consider the deposit was made on the next Business Day Bank is open. Bank's cutoff time may vary by branch office location. Check with the location for its cutoff time. If Company makes a deposit at a Bank ATM, please note the cutoff time posted at the ATM. 2. Same-Day Availability. The following deposits to Company's account at Bank are available the same Business Day: • Funds deposited by preauthorized electronic credits • The first $100 of the first deposit of the day Checks drawn on Bank Cash deposited at a teller window 3. Next-Day Availability. The following deposits to Company's account at Bank are available the next Business Day: • Checks drawn on the U. S. Treasury • Postal Money Orders • Checks drawn on a Federal Reserve Bank • Checks drawn on a Federal Home Loan Bank • Checks drawn on local and state government agencies Cashier's Checks not drawn on Bank 4. Longer Delays May Apply. In all cases, checks will be available within two (2) Business Days of deposit. © 2010 Wells Fargo Bank, N.A. All rights reserved. Page T of 1 Funds Availability Policy Revised 0310912010 WELLS FARGO ELECTRONIC DEPOSITsm SERVICES DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Electronic Deposit services (each, a "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 Service. The Service enables Company to create electronic images of certain Paper Items and transmit those images and other information including without limitation MICR data 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 Description. "Paper Item" is defined in Bank's Commercial Account Agreement, and "Electronic Item" means the electronic image of the front and back of each Paper Item and other information captured from the Paper Item. For each Electronic Item Bank determines is eligible for processing (see section 5), Bank will: 2.1. create a substitute check as defined in Bank's Commercial 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 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 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 the electronic images and transmit Company's Electronic File to Bank, Company will use either (a) Bank's Desktop Deposit`' - CEO® Service using bank provided or certified hardware or (b) Company's hardware and software, provided they generate electronic images 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 the security and privacy of Company's Electronic File are the responsibility of Company and Company's agent. 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 (as defined in Bank's Commercial Account Agreement) and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut-Off Time. 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, or (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. Bank will notify Company of each Exception Item through Bank's Commercial Electronic Officeo or other TM-1864 Electronic Deposit Service Description Page 1 of 3 Revised 0113112010 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 8. 6. Deposits to Company's Account. Bank will be deemed to have accepted each Electronic Item that is not an Exception Item for deposit to Company's Account (a) on the Business Day Bank processes the Electronic Item (b) at the Bank office where Company's Account is maintained. Funds from accepted Electronic Items will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule Bank will provide to Company upon request and may amend from time to time. 7. Company's Representations and Warranties. Company represents and warrants to Bank Company will: 7.1. use the Service only for Paper Items payable to or endorsed for deposit by Company, 7.2. transmit to Bank only Electronic Items suitable for processing including without limitation legible Electronic Items containing machine-readable MICR data, 7.3. not transmit to Bank any Electronic Item that duplicates an Electronic Item previously transmitted to Bank, 7.4. maintain control over and sole responsibility for retention and destruction of original Paper Items for which Company has created an Electronic Item, and 7.5. not transmit to Bank, deposit to Company's Account, or otherwise negotiate any original 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. Company's Agreement to Indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and e2h of their respective directors, Sk~~-e officers, employees, and agents (collectively in this section 8, "Indemnitees") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to: 8.1. 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 Paper Items, in which event Losses and Liabilities will include without limitation consequential damages; 8.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; 8.3. Bank acting as a "reconverting bank" under the Check Clearing for the 21 st 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 TM-1864 Electronic Deposit Service Description Page 2 of 3 Revised 01/31/2010 8.4. Bank presenting an Electronic Item to the Paying Bank for payment. 9. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company's obligations under sections 7 or 8 of this Service Description. 10. Survival. Sections 7 and 8 of this Service Description will survive termination of the Service. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1864 Electronic Deposit Service Description Page 3 of 3 Revised 0113112010 WELLS FARGO RETURNED ITEM SERVICES SERVICE DESCRIPTION Introduction. This Returned Item Services Service Description ("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 Acceptance of Services ("Company") between Bank and Company govern Bank's Returned Item Services (each, a "Service"). 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 shall communicate its Special Instructions regarding Company's Returned Items to Bank, and Bank shall communicate to Company regarding the Services, using the media, format and communication channel(s) to which Company and Bank agree. Conditions to Provision of Bank's Service. As conditions to Bank's provision of the Services, Company shall 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@ ("CEOV) 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 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 TM-2163 Wells Fargo Returned Item Services Service Description page 1 of 3 Revised 0113112010 regard to whether the returned Item was initially deposited to Company's 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 that Company provides to Bank when Company subscribes to this Service and upon any subsequent changes in Company's retail locations. If Company fails to provide information to Bank regarding a location 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 bursement. Company will reimburse Bank for any loss or expense Bank incurs, 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 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 Banking that: 9.1. The information about Company's retail locations that Company provides to Bank in accordance with Section 7 of this Service Description is accurate. 9.2. Company has received and shall 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 shall ' )ph mnify, defend, and save harmless Bank, its parent company, and its affiliates anY of their respective directors, officers, employees, and agents (collectively in this Par10, "Indemnified Persons") from and against all liabilities, losses, damages, claimligations, demands, charges, costs, or 'expenses (including reasonable fees and ursements of legal counsel and accountants) (collectively, "Losses and Liabilitiewarded against or incurred or suffered by Indemnified Persons arising dir ctly or ' directly from or related to the following TM-2163 Wells Fargo Returned Item Services Service Description ` page 2 of 3 Revised 0113112010 b~ 5 10.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description and the other 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 this Service Description and the other 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 this Service Description and the other 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 Addendum with prior notice to Company, and the Addendum as modified shall 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. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-2163 Wells Fargo Returned Item Services Service Description page 3 of 3 Revised 0113112010 Electronic Returns Service Description 1. 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 Description 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. • The item to which the RCK entry relates is drawn on, payable through, or payable 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 origination 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 depository 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. 2. 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 transmitted to the receiving depository financial institu- tion (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 of 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. TM-1433 Electronic Returns Service Description - Revised 2/15/2002 Page 1 of 2 3. 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. 4. 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 inititaes 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 r p t a rized under the Rules. 5. Reimbursement. Unless it results s k from pp negligence or intentional misconduct, Company will i rim urse Bank from and a ainst and for an and all claims demands losses liabilit or ndemmf and e b g y y, expense t incurs, including attorney's fees and costs, resulting directly or indirectly from (i) the breach of any war anty Bank makes under the Rules or Company makes in this Service Description, or (ii) any action Compan asks Bank to take in connection with the Service this Section 5 shall survive termination of the Service. 4- -1*_-t Cw-`-- t-J Zp_y_ ~ t Cc-" , 6 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 adjust- ment 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 RCIC Entry or adjustment memorandum. 7. Operating Procedures; Processing Schedules. Each RCIC Entry, file of RCIC Entries, or check for RCK initi- ation 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 sub- mitted for RCIC initiation, RCIC Entry, and file of RCIC 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, RCIC Entry, or file of RCIC Entries to Bank promptly upon request. 8. Rejected Entries. In the event any RCIC Entry submitted by or on behalf of Company is rejected by the ACH for any reason, it will be the responsibility of Company to remake 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 RCIC Entries. Electronic Returns Service Description - 0 2002 Wells Fargo Banks, All rights reserved. Page 2 of 2 WIRE TRANSFER SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") wire transfer service ("Service") and Company's wire transfer security procedure election(s). "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. 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). The Acceptance sets forth Company's elections regarding (a) the communication channel(s) Company will use to send Payment Orders to Bank and (b) the means Bank will use to verify Company's authorization of 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 Saturdays, Sundays, federal holidays. 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 the Bank offers for wire transfers and describes the security procedures provided for each initiation method. The security procedure(s) elected by Company (each, a "Security Procedure") is/are set forth in the Acceptance. 5.1. Voice. Bank's voice initiation security procedure consists of confirming the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders. 5.1.1. Telephone Verification Service. If Bank receives a voice-initiated, non- repetitive Payment Order that exceeds your pre-designated limit, Bank will TM-1440 Wire Transfer Services Service Description Page 1 of 4 Revised 0113112010 make one attempt to telephone person(s) designated by Company on the most current setup form for Company in Bank's records to verify the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order. 5.2. Commercial Electronic Officee (CEO®). CEO is Bank's electronic banking portal accessed via the Internet. Authorized users may access Bank's CEO Wire Transfer Service through the portal. The CEO security procedures include log-on credentials specified by Bank that may include a Company ID, user ID and password and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to verify each Payment Order received through the CEO in Company's name. 5.3. Payment Manager® or Direct Origination. 5.3.1. Secure Application File Exchange Transmission ("SAFE-E This transmission protocol offers a variety of transmission protocols including hyper text transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S- FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company's name. 5.3.2. Machine-to-Machine VW2M" 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 verify each Payment Order transmitted to Bank in Company's name. 5.3.3. Connect: Direct with Secure This transmission protocol is used to connect Company's mainframe environment to Bank's mainframe environment. Secure+ 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 verify each Payment Order transmitted to Bank in Company's name. Connect:Direct and Secure + are trademarks of Sterling Commerce. 5.3.4. 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 verify each Payment Order transmitted to Bank through the VAN in Company's name. 5.4. SWIFT. SWIFT has established procedures for controlling access to SWIFT messaging services (each, an "Access Control") that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages 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. TM-1440 Wire Transfer Services Service Description Page 2 of 4 Revised 0113112010 5.5. Non-Standard Security Procedure. Company has refused to utilize any of the security procedures described above and has elected to use the Security Procedure set forth in a separate document provided to Bank previously. 6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the Security Procedure and (b) Payment Order to 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 oneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding ays 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. 'e l\ owl b ~ 8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank w' attempt to rt~ notify Company promptly so Company may cure the defect but will have no liability to Co any for a rejected Payment Order or any loss resulting from Bank's failure to provid~eennotice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and wiWhot be 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 TM-1440 Wire Transfer Services Service Description Page 3 of 4 Revised 0113112010 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. © 2010 Wells Fargo Bank, N.A. All rights reserved. TM-1440 Wire Transfer Services Service Description Page 4 of 4 Revised 01/31/2010