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21-1429
21-1429 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH WELLS FARGO BANK, N.A. FOR BANK DEPOSITORY SERVICES FOR THE FINANCE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7435 – AWARDED TO WELLS FARGO BANK, N.A., IN A FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $ 1 ,000,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Bank Depository Services for the Finance Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the 'request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7435 Wells Fargo Bank, N.A.$ 1 ,000,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer ofthe persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by aHS == ncb] i S and seconded by p)ccC I m&\fze\ . This ordinance was passed and approved by the following vote n - U Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Annintor, At Large Place 5 : Paul Meltzer, At Large Place 6: t /fZ &a,/ ./ 7 PASSED AND APPROVED this the totE>day of pSi-Ul , 2021.Un/ / / hq =Y \\11111111 F ATTEST: ROSA RIOS, CITY SECRETARY mlb?.2d APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Users and Groups, ou=General Government, ou=Legal. cn=Marcella Lunn, email=l Date: 2021.07.07 10:4953 -0S'00' DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B DENTON Docusign City Council Transmittal Coversheet RFP 1 7435 File Name Bank Depository PurchasingContact Erica GarcIa City Council Target Date JULY 20’ 2021 Piggy Back Option Contract Expiration Ordinance NO JULY 20, 2026 21-1429 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND WELLS FARGO BANK, N.A (CONTRACT 7435) THIS CONTRACT is made and entered into this date ={{0/, by and between WELLS FARGO BANK, N.A a corporation, whose address is 1445 Ross Aye, Suite 2314, Dallas, TX 75202, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services described in the City’s document RFP 7435 – Bank Depository Services, a copy of which is on file at the office of Purchasing Agent and Bank’s response to the RFP, hereinafter referred to as the “Application”, are incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) Special Terms and Conditions (Exhibit “A”); 1. Depository Pledge Agreement (Attachment /) City of Denton’s RFP 7435 (except fo the extent Bank took specifIC exceptions in the Bank's Application) (Exhibit “B” on File at the Office of the Purchasing Agent) ; City of Denton’s Standard Terms and Conditions (Exhibit “C”) Bank’s service agreements, policies and documents as may be required and approved by the parties (collectively, the “Banking Agreements”) (Exhibit “D” which currently includes items 1-12 below): 1. Commercial Account Agreement; 2. Master Agreement for Treasury; 3. Check Collections; 4. CEO Service Agreement; 5. Commercial Depository; 6. Information Reporting Image Delivery ; 7. Wire Transfer; 8. Lockbox: 9. ACH and other related services; 10. Faster Payment; 11. Treasury Management Product Enrollment; 12. Electronic Receivables; Contractor’s Proposal (Exhibit "E"); Insurance Requirements (Exhibit “F”); Form CIQ - Conflict of Interest Questionnaire (Exhibit "G'’); (e) (f) (g) Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with listed companies that do business with Iran, Sudan, or a foreign terrorist organization. Except as permitted under federal law, by signing this agreement, Contractor certiftes that Contractor’s signature provides written verifcation to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receIve payments under this agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER Printed Name. Nicho1 as London CITY OF DENTON, TEXAS Title. Sr. vice President BY:Sara Hens1 ey SARA HENSLEY INTERIM CITY MANAGER PHONE NUMBER 469-498-6587 ATTEST : ROSA RIOS, CITY SECRETARY EMAIL ADDRESS Ni cho1 as . London@we1 1 sfargo . com THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Cassandra Ogden PRINTED NAME Di rector of Finance TITLE F1 nance DEPARTMENT Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $ 1,000,000. Pricing shall be per Exhibit E attached. 2. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The Contract may be further extended as needed, not to exceed a total of six (6) months. Any such extension shall be in writing and signed by both parties to this Agreement. 3. Public Information Act Requirements City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, and to the extent not exempt from disclosure under the Texas Public Information Act, Contractor shall make public information available to City., and any portions of records claimed by the Contractor to be proprietary must be clearly marked as such. The City is also subject to certain record retention obligations under the laws of the State of Texas and its record retention policy. The Contractor recognizes that City will need to retain access to certain records in accordance with these obligations. City recognizes that Contractor must follow its record retention policy and regulatory obligations. 4. Collateralization All funds on deposit with Bank to the credit of City shall be secured by collateral as provided for in the Public Funds Investment Act (Chapter 2256 of the Texas Government Code, aS amended), the Public Funds Collateral Act (Chapter 2257 of the Texas Government Code), City’s Investment Policy, and Bank’s Application, and in accordance with the Depository Pledge Agreement, executed by the Parties on April 14, 2011, as amended, (Attachment 1 to this Exhibit A) and incorporated herein. Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B SECRETARY’S CERTIFICATE WELLS FARGO BANK, NATIONAL ASSOCIATION 1, Hope Armstrong Howe, Assistant Secretary of Wells Fargo Bank, National Association (the “Bank"} hereby certify that the following resolution was adopted by the Loan Committee of the Board of Directors of the Bank by action taken by written consent effective as of June 8, 2011 and that said resolution has not been rescinded or modified and is now in full force and effect: Resolution Regarding Approval of Contracts Regarding Depository Services WHEREAS, Wells Fargo Bank, National Association (the “Bank") has been awarded contracts for banking servIces by the Contract Holders listed on Exhibit A, each of which has custody and control of public funds (each, a "Contract Holder“); and WHEREAS, the banking services provided by the Bank include serving as a depository for the public funds of the Contract Holder; and WHEREAS, applicable law requires the Bank to pledge certain eligible securities for the benefit of each Contract Holder as collateral to secure deposits of its public funds with the Bank; and WHEREAS, the Bank, having the full right, power and authority to enter into a contract with tha Contract Holder providIng for the collateralization of public fund deposits and third-party custody of eligible securities securing such bublic funds (each, a “Contract"), desires to enter into a Contract with each Contract Holder; and WHEREAS, Section 13(e) of the Federal Deposit Insurance Act, 12 U.S.C. S 1823(e), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, requires that the approval of each Contract by the Bank’s Board of Directors or loan committee be reflected in the minutes of the board or committee, and requires that each Contract be and remain an official record of the Bank in order that each Contract be valid against the rights of the Federal Deposit Insurance Corporation; DocuSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the Bank be, and the same hereby are, authorized and directedto execute each Contract on behalf of the Bank, to maIntain thIs Resolution and each Contract as official records of the Bank, and to take all actions and to execute all such documents as such officers may deem necessary or desirable to carry out the intents and purposes of the foregoing resolution. IN WITNESS WHEREOF, I have hereunto subscribed affIxed the seal of the Bank on this 278’ day of July, 2011. my name and (SEAL) \aSIIB IIlle+d Hope Arrrmm Wells Fargo Bank, National Association Assistant Secretary DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B DEPOSITORY PLEDGE AGREEMENT 742865080 City of Denton (“Depositor”) has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") as a depository for certain of its funds and Bank has agreed to act as the depository for those funds in accordance with applicable laws, which require that Bank secure the deposited funds, to the extent not insured by the Federal Deposit Insurance Corporation (“FDIC"), by pledging securities of any type permitted by applicable law and identified in Schedule I, attached hereto (“Eligible Securities"). THE BANK OF NEW YORK MELLON TRUST coMPANY, N.A. ("Custodian") has agreed to hold the pledged securities in safekeeping pursuant to the terms of this Agreement NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Depositor. Bank and Custodian agree as follows: 1. Grant of Security Interest; Instructions Regarding Collateral. (a) Bank hereby grants to Depositor a security interest in all Eligible Securities transferred to a separate custody account (the “Collateral Account") established pursuant to this agreement (the “Collateral”). Custodian agrees to serve as collateral agent for Depositor. pursuant to the terms of this Agreement. For the avoidance of doubt, Custodian acknowledges and agrees that it does not have and will not acquire or assert at any time in the future, and hereby expressly waives, any lien upon, security interest in, setoff right or other right to charge the CoIFateral held in the Collateral Account for any obligation owed to Custodian by Bank or Depositor. Until Depositor has the right to compel sale of the Collateral under Section 7 hereof. Custodian may act in accordance with the instructions of Bank, including. without limitation, the right of Bank to unilaterally substitute Eligible Securities for the Collateral in accordance with Section 3 hereof. Addendum "A" contains the names and specimen signatures of indivIduals authorized to act on behalf of Depositor, and Addendum "B” contains the names and specimen signatures of individuals authorized to act on behalf of Bank. Either Depositor or Bank may add or remove authorized representatives without the consent of the other at any time by providing Custodian with a replacement addendum, duly executed by an authorized individual. In no event shall the Custodian be responsible for determining whether the pledged securities are “Eligible Securities (b) Each of Depositor and Bank hereby appoints Custodian as custodian of all CoilateraF at any time delivered to Custodian pursuant to this Agreement and to perform its duties as hereinafter set forth and authorIzes Custodian to hold Collateral in the Collateral Account in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain the Collateral Account and appropriate records identifying the Collateral in the Collateral Account as pledged by Bank to Depositor (c) Bank, Depositor and Custodian agree that all Collateral delivered to or received by Custodian for deposit in the Collateral Account may be in the form of credits to the accounts of Custodian at a Securities Depository or by delivery to Custodian of physical certificates in a form suitable for transfer to Custodian or with an assignment in blank. Bank and Depositor hereby authorize Custodian to utilize such SecurIties Depositories and to hold such physical securities or any combination thereof in connection with its performance hereunder. Collateral credited to the Collateral Account and deposited in the Securities Depositories will be held, by book-entry notation, in accounts that include only assets held by Custodian or its agent(s) for third parties, including but not limited to accounts in which assets are held in a fiduciary, agency or representative capacity. Physical Collateral that is not held through Securities Depasitories will be held in Custodian's vault and physically segregated from securities and other non<ash property belonging to Custodian. As used herein, the term "Securities Depository" or “Securities Depositories” shall mean the Treasury/Reserve Automated Debt Entry System rnaintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company and any other dearIng corporation within the meaning of Section 8-102 of the Uniform Commercial Code, as in effect in the State of New York from time to time. 2. Amount of Collateral. The aggregate market value of Collateral held by Custodian at all times during the term of Ms Agreement must be in an amount not less than (a) the amount of the collected funds on deposit, increased by (b) the amount of accrued but uncredited interest, (c) reduced by that portion of the funds insured bY the FDIC, adjusted pursuant to the margin requirement or applicable discount specified in Schedule 1. Such amount is hereinafter called the "Required Collateral Value". In no event shall the Custodian be responsible for determining whether the Collateral Account contains the Required Collateral Value or that the property posted to the Collateral Account is eligible to serve as collateral pursuant to applicable law. 3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by Custodian at any time exceeds the Required Collateral Value, Bank may unilaterally withdraw anY excess Collateral by providing Custodian with a withdrawal notice signed by an authorized representative of Bank, provided that after 1 DocuSign Envelope ID: OC6F43FB-297C-46AC-A3Dl-857FBA51746B the withdrawal oF any such excess Collateral, the remaining Collateral equals or exceeds the Required Collateral Value. Additionally, Bank may unilaterally substitute Eligible Securities for any of the Col}ateral held by Custodian at any time by providing Custodian with a substitution notice signed by an authorized representative of Bank, provided that the Bank determines that the market value of the Collateral following such substitution would equal or exceed the Required Collateral Value. If Bank elects to require Depositor's written consent on a notice in connection with any withdrawal or substitution which complies with this Section 3, Depositor agrees to provide it promptly upon Bank’s request' Custodian shall be entitled to reFy on, and Bank and Depositor agree to hold Custodian harmless from, any actions taken pursuant to, and consistent with, the instructions given in a withdrawal or substitution notice under this Section 3, whether unilateral or not 4. Bank’s Obligations. Bank shall perform all of the duties and obligations required of a depository under applicable law with respect to collateralization of the funds of Depositor on deposit with Bank. At the expiration of the term of this Agreement, Bank shall turn over to any successor depository designated by Depositor an funds held by Bank as depository. Bank will furnish to Depositor a monthly statement listing a description of the Collateral. The statement win specify the par value, market value, and maturity date of each component of the Collateral, Upon request, Bank shall provide to Depositor a copy of Bank’s most recent publicly available quarterly or annual financial statement. 5. Custodian’s Obligations. (a) Custodian shaH perform the duties and obligations required of Custodian hereunder. Upon transfer by Custodian of Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this Agreement. Custodian shall provide Depositor each month with a statement identifying all property held in the Collateral Account as of the date of such statement. Custodian shall a iso provide to Depositor and Bank upon request, a written confirmation on any business day on which securities are transferred to and from the Collateral Account. Such confirmation shall identify the specific securities which are the subject of the confirmation. Depositor agrees that it shall promptly review all such confirmation statements and shall promptly advise Custodian in writing of any error, omission or inaccuracy in such statements. In the event that Custodian receives such a notice claiming that an error, omission or inaccuracy has occurred with respect to the Collateral Account, Custodian shall promptly undertake to investigate such claim and correct any errors, failures or omissions which such investigation confirms have occurred. Any such corrections shall be reflected on subsequent confirmation statements, (b) Depositor agrees that, with respect to all securities held in the Collateral Account, Custodian by itself. or through the use of the appropriate Securities Depository, shall. unless otherwise instructed to the contrary by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an issuer of securities which. in the opinion of Custodian, is intended for the beneficial owner of the securities including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities heFd hereunder for other securities and/or cash in connection with (A) any conversion privilege. reorganization, recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription, purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shaH transfer to Bank such principal and interest or dividend payments (either by credit to Bank’s custody account at Custodian or otherwise). (c) Custodian shall not be liable for any loss or damage, including counsel fees. resulting from its action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees. which are sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that such loss or damage is not the direct result of the negligence or willful misconduct of Custodian. In no event shall Custodian be liable to Depositor, Bank or any third parly for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Both Depositor, to the extent permitted by law. and Bank agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and aN costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel. which Custodian may sustain or incur with respect to any third party claim or which may be asserted by a third party against Custodian by reason of or as a result of any action taken or omitted by Custodian in connection with operating under this Agreement, except those costs, expenses, damages, liabiiities ar claims arising out of the negligence or willful 2 DocuSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B misconduct of Custodian or any of its employees or duly appointed agents. This indemnity shall be a continuing obligation of Depositor and Bank notwithstanding the termination of this Agreement. (d) Custodian is hereby authorized to assign its rights and delegate its duties hereunder to any of its affiliates, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to Depositor or Bank. Depositor and Bank each agrees to be bound by all actions taken by any such affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. If so advised by Custodian, Depositor and Bank shall provide instructions or other information to any such affiliate rather than to Custodian. (e) Custodian may. with respect to questions of law specifically regarding the Collateral Account, obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by it reasonably and in good faith and without negligence. willful misconduct, bad faith or fraud in conformity with such advice, provided, however, that nothing contained in this paragraph (e) shall be deemed to relieve Custodian of any of its obligations pursuant to any other provision of this Agreement. (e) Custodian shall not be responsible for, or considered to be custodian of, any securities received by it for deposit in the Collateral Account until Custodian actually receives and collects such securities directly or by the final crediting of Custodian's account on the books of the appropriate Securities Depository. Custodian will be entitled to reverse any provisional credits to the Collateral Account that were made in anticipation of the receipt of securities or cash which were not subsequently received by Custodian. Custodian shall be entitled to rely upon any addendum, certificate or instruction actually received by Custodian and reasonably believed by Custodian to be duly authorized and delivered (f) Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against Custodian in connection with this Agreement. (9) in performing hereunder, Custodian may enter into suk>contracts, agreements and understandings with third parties whenever and on such terms and conditions as it deems necessary or appropriate and which are consistent with applicable law. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. 6. Custodian's Reliance on Pricing Services. The Custodian is authorized to utilize one or more generally recognized pricing information services (including brokers and dealers of securities) in order to provide rnarket values hereunder. and Bank and Depositor agree that Custodian shall not be liable for any loss, damage, expense, liability or claim (including attorneys’ fees) incurred as a result of errors or omissions of any such pricing information service, broker or dealer. 7. Default and Remedies. If Bank defaults in performing its obligations under Section 4 above, or if Bank is declared insolvent, or if a receiver is appointed for Bank, Depositor may, after providing Bank at least three (3) business days prior written notice and opportunity to cure the default. and, if Bank fails to cure the default within such (3) business day period, instruct Custodian to transfer the Collateral or any part thereof to a broker-dealer for disposition in accordance with Depositor’s instructions at a public or private sale. The proceeds of any such sale shall be applied to satisfy any indebtedness owed by Bank to Depositor, and any excess proceeds shall be returned to Bank. Depositor will also have any other remedies available under applicable law. The Custodian shall be entitled to rely on and shaH be held harrnless from acts taken in accordance with such instructions from Depositor 8. Termination of Agreement. Any of the parties hereto may terminate this Agreement by giving ninety (90) days prior written notice of termination to the other parties in writing specifying the date of such termination. This Agreement shall terminate on the eaRier of (i) the date specified in such notice of termination, or (ii) the date on which the deposits of Depositor with Bank are paid in full. If upon termination of this Agreement Bank is still holding deposits of Depositor, Custodian shall follow such reasonable written instructions as Bank and Depositor may jointly give Custodian concerning transfer of custody of securities and related property and records; otherwise Custodian will follow Bank’s unilateral written instructions in that regard. 9. Applicable Law; Other Aqreements. This Agreement shall be construed in accordance with the substantive laws of the State in which Depositor is located, without regard to conflicts of laws principles thereof. Bank. Depositor and Custodian hereby consent to the jurisdiction of a state or federal court situated in the State in which Depositor is located, in connection with any dispute arising hereunder. Bank, Depositor and Custodian hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any one of them 3 DocuSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. AH deposit accounts of Depositor will be subject to Bank's Commercial Account Agreement, Business Account Agreernent, or other applicable deposit account agreement, as in eFfect from time to time. 10. Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control. including without limitation, acts of God, earthquakes, fires, floods, wars. civil or military disturbances. sabotage. epidemics, riots. loss or malfunctions of utilities. computer (hardware or software) or communications service. labor disputes, acts of civil or military authority, or governmental, judicial or regulatory action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as practicable under the circumstances. 11. JurY Trial Waiver. EACH OF BANK, DEPOSITOR AND CUSTODIAN HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 12. Miscellaneous. The headings in this agreement are for convenience of reference only and should not be used in interpreting this Agreement. If any provision of this agreement is illegal or unenforceable under applicable law, that provision should be deemed reformed so as to be enforceable to the extent permitted by applicable law, or if that is not possib ie, then this Agreement should be read as if that provision was never a part of it, and the remainder of the Agreement will be enforceable. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR. CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS OF THE PARTIES. Notiees given under this Agreement must be addressed as set forth below the signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during the normal business hours of the addressee. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution. attachment (before or after judgment) or other legal process. each party irrevocably agrees. to the extent permitted by law, not to claim. and it hereby waives= such immunity in connection with this Agreement. Date of Ag„,ment: q/IV . 20 1/ . DEPOSITOR: City of Denton CUSTODIAN: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ,UP \ cb.7l: ,Z==y;:–Signature: Print Name: Signature: Print Name:Jeinn Diagostini ' Jd,raging Director Title: Address: Title: Address:a-tg C RV11111+ t<J A 1n IL Y Qe/ItF\IG&D C/O The Bank of New York Mellon One Wall Street, 4’h Floor New York, NY 10286 Ann: Manager, BDS Collateral Management BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION Signature: Print Name:Sheila Lynch Title: Vice President Address: 333 Market Street St.1 HE MAC: A0119-173 San Francisco. CA 94105 DepPldgAgmt-MasterBNY-2010{ 1210) -4 - DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B ADDENDUM “A“ (Authorized Officers of Depositor) One signature of any of the following authorized officers of Depositor is required to authorize actions to be taken pursuant to the foregoing Depository Pledge Agreement: Print 1. Name: Email: Ray.kc K\£'lqdc r\ Signature: Phone: Fax:HER= Print Name: Email: q a/L/,R 9/q_A_.'./ q40 ’ svq- I1' 13 q+V- ?N'(' I NLp Phone: Fax: ::=: II: ILIEITrIer A.cv,\_ ::.'.’:: Fax Print 4. Name: Email: Signature: Phone: qa)- b'+q - 7:2D\, Do{.,uSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B City of Denton 215 E. McKinney Denton, TX 76201ADDENDUM “A” (Authorized Officers of Depositor) One signature of any of the following authorized officers of Depositor is required to authorize actions to be taken pursuant to the foregoing Depository Pledge Agreement. Individual who signs page 4 must also sign below. Print1. Name: Email: Randee Klingele Signature Phone: Fax: randee.klingele@cityofdenton.com 940-349-8206 940-349-7206 Print2. Name: Email: Matthew Hamilton Signature : Phone: Fax : wl4,aL4L.JE– matthew.hamilton@cityofdenton.com 940-349-8127 940-349-7206 rMI!I11p1IIIIIIII11!A Print3. Name: Ernail: Cassandra Ogden Signature: Phone: Fax : cassandra.ogden@cityafdenton.com 940-349-7195 940-349-7206 Print4. Name: Email: David Gaines Signature: Phone: Fax : david.gaines@cityofdenton.com 940-349-8260 94b349-7206 Do(.,uSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B ADDENDUM “B” (Authorized Officers of Bank) One signature of any of the following authorized officers of Bank is required to authorize actions to be taken pursuant to the foregoing Depository Pledge Agreement: Print 1. Name: Sheila Lynch, Vice President Phone/ Fax: (415) 371-3278 / {866) 686-5441 Print 2. Name: Jeana No. Assistant Vice President Phone/ Fax: (415) 371-3277 / (866) 686-5441 Print 3. Name: Tatiana Dayers, Bank Officer Phone/ Fax: {415) 371-3276 / (866) 686-5441 Print 4. Name: Mercy D. Lopez. Bank Officer Phone/ Fax: (415> 371-3273 / (866> 686-9141 –;„~„ WE+ Email Signature Email Signature Email Signature: lopezmd@wellsfarqo.com SCHEDULE I LIST OF ELIGIBLE COLLATERAL AND MARGIN OR DISCOUNT RATE Applicable Margin or Discount RateEliqible ColtateraE One hundred and two percent (102%) OF ATTACHED SCHEDULE LT - tL!- II SCHEDULE ACCEPTED Dated SEE A1–rACHED CITY OF DENTO Signature: Print Name: N Title: WELLS FARGO Signature: Print Name: BANK, NATIONAL ASSOCIATION Title: Vice President THE BANK OF NEW YORK MEL Signature: Print Name: Title: ch IT£r"\l CIm&run Sheila L DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3D1457FBA51746B COLLATERAL SCHEDULE Sec. 2257.002. DEFINITIONS. In this chapter: (1) "Bank holding company" has the meaning assigned by Section 31.002{a), Finance Code. (2) "Control" has the meaning assigned by Section 31.002(a), Finance Code (3) "Deposit of public funds" means public funds of a public entity that: (A) the comptroller does not manage under Chapter 404; and (B) are held as a demand or time deposit by a depository institution expressly authorized by law to accept a public entity's demand or time deposit. (4) "Eligible security" means: (A) a surety band; (B) an investment security; {C) an ownership or beneficial interest in an investment security. other than an option contract to purchase or sell an investment security; (D) a fixed-rate collateralized mortgage obligatIon that has an expected weighted average life of 10 years or less and does not constitute a high-risk mortgage security; or (E) a floating-rate collateralized mortgage obligation that does not constitute a high-risk rnortgage security. (5) "Investment security" means: (A) an obligation that in the opinion of the attorney general of the United States is a general obligation of the United States and backed by its full faith and credit; (B) a general or special obligation issued by a public agency that is payable from taxes. revenues, or a combination of taxes and revenues; or (C) a security in which a public entity may invest under Subchapter A, Chapter 2256, Sec. 2256.009. AUTHORIZED INVESTMENTS: OBLIGATIONS OF, OR GUARANTEED BY GOVERNMENTAL ENTITiES. (a) Except as provided by Subsection (b), the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentaiities; (2) direct obligations of this state or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality af the United States. the underlying security for which is guaranteed by an agency or instrumentality of the United States (4} other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective agencies and instrumentalities; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; and (6) bonds issued, assumed, or guaranteed by the State of Israel. (b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed securi£y collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. WORKFORCE Contractor maintains stringent weapons and drug and alcohol policies, with corresponding consequences for violation of the same, and strives to ensure a safe and business-like environment for all employees and customers. While Contractor may consider reasonable City requests to place, modify, or change key project employees, Contractor necessarily retains and reserves the sole discretion and decision-making authority with regard to the above and may make related decisions for any reason, with or without prior notice. Notwithstanding the above, Contractor will staff the project with employees who, in its discretion, are appropriately experienced and qualified for the project’s scope of work. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 4. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS. Environmental Protection: The Respondent shall be in compliance with all applicable standards, Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1857FBA51746B orders, or regulations issued pursuant to the mandates of the Clean Air Act L42 U,S. C §7401 el seq) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 er seq.) 5 . TRAVEL EXPENSES–Intentionally omitted. 6. RIGHT TO AUDIT: Contractor retains records in accordance with its enterprise records retention policy, which includes considerations for regulatory requirements. The City may reserve a right to inspect financial books, records and in Contractor’s possession that are related only to services provided by Contractor to the City, provided that such inspections are conducted in accordance with Contractor’s reasonable security requirements and for the limited purpose of verifying compliance with the financial and record-keeping requirements of the Contract. Access to the depository must be in accordance with Bank’s security policies, processes, and protocols; and access to secured areas of the depository or banking systems will not be permitted. Notwithstanding the foregoing, Wells Fargo does not grant the City any right to examine, inspect, or physically visit any Contractor data center. 7. SUBCONTRACTORS–Intentionally omitted. 8. WARRANTY-PRICE–Intentionally omitted. 9. WARRANTY – SERVICES–Intentionally omitted. 10. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City 11. CITY’S TERMINATION RIGHT - FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such fifteen (15) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In the event of termination for cause under this Section 1 1, the City may remove the Contractor from City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. . 12. CITY’S TERMINATION RIGHT - WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 13. FRAUD : Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Contract for cause by the City and may result in legal action. 14. DELAYS–Intentionally omitted 15. INDEMNITY: A. Definitions: "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,1 judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, including reasonable attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death bodily injury, illness, disease, worker’s compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the gross negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND. UVDEMNIFY. AND HOLD THE CITY. ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, OR RESULTING FROM THE FAULT OF THE CONTRACTOR. OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS. IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREHV SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. IN NO EVENT WILL CONTRACTOR BE LIABLE FOR ANY INDIRECT. SPECIAL. CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO CONTRACTOR, AND REGARDLESS OF THE FORM OF THE CLAIM OR ACTION OR THE LEGAL THEORY ON WHICH IT IS BASED. CONTRACTOR’S LIABILITY UNDER THIS INDEMNITY WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED $250,000 1N THE AGGREGATE; PROVIDED THAT THIS LIMITATION OF LIABILITY DOES NOT APPLY TO THE EXTENT THAT WELLS FARGO ACTED WITH NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO THE UNDERLYING CLAIM. DEMAND, LOSS, LIABILITY, JUDGMENT, AND EXPENSES. 16. REUMBURSEMENT: Any requirement and/or language requiring the City to “indemnify” or “hold harmless” Wells Fargo, or other similar phrases or concepts, found in the Banking Agreements, shall be replaced by the word “reimburse”. Any such provision so changed shall be subject to the laws of the state of Texas and shall be without waiver of any applicable immunity held by the City. 17. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of contrnurng coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. x. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. xi. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xii. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C216AC-A3Dl-857FBA51746B Contractor B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 18. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract and which would have a material adverse effect on the Contractor’s ability to perform its obligation under this Contract thereunder, the Contractor shall notify the City. 19. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 90 IB Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 20. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 21. CONFIDENTIALITY–Intentionally omitted 22. ADVERTISING–Intentionally omitted. 23. NO CONTINGENT FEES–Intentionally omitted 24. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 25. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 26. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 27. ASSI(;NNIENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third-party beneficiaries to the Contract. Notwithstanding anything to the contrary, Contractor may assign the contract without consent in connection with a merger, acquisition or corporate restructuring involving Contractor. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action.. Failure to do so may adversely impact future invoice payments. 28. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 29. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract . 30. INTERPRETATION: The Contract is intended by the parties as a final, complete and Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3D1457FBA51746B exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 31. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to attempt in good faith to resolve all disputes informally. If agreed to by both parties, alternate methods of dispute resolution, such as mediation, may be utilized. The parties will utilize the dispute resolution procedures laid out in the Banking Agreements if any formal dispute resolution is needed. 32. JURISDICTION AND VENUE: The Contract is made under and shall be governed and construed in accordance with, first the laws of the State of Texas and applicable federal laws of the United States, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C. A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction The parties consent to the jurisdiction of the state courts of Denton County, Texas, for litigation arising out of this Contract.. 33. STATUTE OF LIMITATIONS: Any claim in connection with accounts and services which are subject to this Contract, unless a shorter period of time is expressly provided, must be brought against either party within the time provided by the applicable statute of limitations. 34. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 35. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas, or his authorized designee. 36. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 37. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton 38. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 39. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 40. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. The parties acknowledge that for Business Licensing purposes, federally chartered banks are exempt in Texas. 41. COMPLIANCE WITH ALL STATE, FEDERAT,, AND LOCAL LAWS: The Contractor shall implement policies, procedures, and processes reasonably designed to materially comply with all State, Federal, and Local laws and requirements applicable to the services being performed herein. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 42. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent’s omission or breach of this Section. 43. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued 44. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY– Intentionally omitted. 45. FORCE MAJEURE: Neither the City of Denton, any Customer, nor the Respondent shall be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause beyond its reasonable control and not attributable to its negligence. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. To the extent it’s reasonably possible to do so, the Respondent shall notify the City of Denton Procurement Manager of such occurrence and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 46. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 47. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. This provision would be deemed to be incorporated into all the Service Descriptions as such term is defined in the Banking Agreements. 48. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records in accordance with its enterprise records retention policy, which includes considerations for regulatory requirements. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract, for the limited purpose of verifying compliance with the financial and record-keeping requirements of the Contract. Notwithstanding the foregoing sentence, nothing in this Agreement gives rise to a right, expectation, or other entitlement on the part of City, CPA, the State Auditor of Texas, or any federal governmental entity, to inspect, examine, or visit any Contractor data center, facilities, systems, networks or equipment; or (2) any technology documentation, test or scan results, or any other artifact relating to Contractor’s security practices. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents (except to the extent Bank took specifIC exceptions hz the Bank ’s Application) 3. Bank’s Application 4. City’s standard terms and conditions 5. Purchase order 6. Banking Agreements Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297CJj6AC-A3Dl-857FBA51746B Exhibit D 7435 - Banking Agreements c 2020WellsFargoBank, N.A.Allrights reserved.Member FDIC DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Commercial Account Agreement Effective June 23, 2020 Contents 01 03 04 05 08 Welcome to Wells Fargo 17 18 Checking and savings accounts Electronic check 25 26 Your account ownership Resolving disputes through Interest earning accounts arbitration Important legal information indemnifi cations 28 29 32 Time Accounts (CDs) Statements and other notices relating to your deposit account Rights and responsibilities 19 21 23 Funds availability policy Available balance, posting order, and overdrafts Additional rules for checks and withdrawals Electronic banking services Selected services Welcome to Wells Fargo Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you opened your account. Please review this account agreement for further details about your account and related services. What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? Customer is "company", "you", "your", or "yours" Wells Fargo Bank, N.A. is 'Wells Fargo", "bank", '’we", "us’' or "our". This Commercial Account Agreement and the disclosures listed below constitute the "Agreement": - The pricing information and other account-related information - Our collection schedule - Our privacy policy - Our rate sheets for interest-bearingaccounts - Any additional disclosures we provide to you about your account and related services What information does the Agreement contain? The Agreement: • Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your e 2020WellsFargoBank, N.A.Allrights reserved.Member FDIC DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B account and related services, and • Replaces all prior deposit agreements including any oral or written representations. e 2020WellsFargoBank, N.A.Allrights reserved.Member FDIC DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B You are responsible for ensuring that any authorized signer on your account is familiar with the Agreement. We suggest you keep a copy of the Agreement - and any further information we provide you about changes to the Agreement - for as long as you maintain your Wells Fargo accounts. Words with specific meanings Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement. Affiliate A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Authorized signer A person who has your actual or apparent authority to use your account, even if they have not signed the account application. We may rely solely on our records to determine the form of ownership of and the authorized signers on your account Account Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family or household purposes. Examples of accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity. Business day Every day is a business day except Saturday, Sunday, and federal holidays. Collected balance The collected balance is the ledger balance in your account less the deposit float. Deposit float The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your collected balance as a result of the Bank's or applicable affiliate's collection schedule. Investable balance The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Reserve Bank and otheradjustments. Item An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include checks, drafts, and electronic transactions, including ACH. Paper items may be referred to as checks in this Agreement. 2 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B Ledger balance The ledger balance is the balance in your account after all debits and credits for the business day have been posted. Overdraft An overdraft is a negative balance in your account. Are we allowed to change the Agreement? Yes. We can changethe Agreement by adding new terms orconditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification. Notice of a modification: if we are required to notify you of a modification to the Agreement, we will describe the modification and its effective date by a message in your account statement or by any other appropriate means. Waiver of a term of the Agreement: if we waive a right related to your account under this Agreement on one or more occasions, it does not mean we are obligated to waive the same right on any other occasion. How do I consent to the Agreement and any future modifications to the Agreement? By signing the Agreement or using your account or service, you consent to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes. Can you consent to the Agreement electronically? Yes. You may consent to the Agreement using your "Electronic Signature", as defined in the Electronic Signatures in Global and National Commerce Act ("ESIGN Act"), and we may accept your Electronic Signature on any other account- related document. Under the ESIGN Act, your Electronic Signature will constitute your original and binding signature. The fact that you sign using your Electronic Signature will not, by itself, be grounds for invalidating the document. What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that isinconsistent with the laws governing your account will be considered to be modified by us and applied in a manner consistent with those laws. Any term of the Agreement that a court of competent jurisdiction determines to be invalid will be modified accordingly. In either case, the modification will not affect the enforceability or validity of the remaining terms of the Agreement. Who will communicate with you about your account? We may provide you or an authorized signer with information about your account. When we receive information from an authorized signer, we treat it as a communication from you. You agree to notify us promptly in writing if an authorized signer no longer has authority on your account. Resolving disputes through arbitration Arbitration Agreement between you and Wells Fargo Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must 3 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is US $5, 000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies, including setoff or (bl obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (bl of this subsection Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither Wells Fargo nor you will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable. Important legal information What laws govern your account? The laws governing your account include: • Laws, rules, and regulations of the United States, and • Laws of the state in which the office that maintains your account is located, without regard to its conflicts of laws principles. If a different state law applies, we will notify you. Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles. What are our rules on illegal transactions? You must not use your account or any relationship you may have with us for any illegal purpose, including "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. In our discretion, we may block or otherwise prevent or prohibit those transactions and, further, we may close the account or end our relationship with you. Are we your fiduciary? No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi-fiduciary, or special relationship between you and us. Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement. 4 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297Cd+6AC-A3Dl-857FBA51746B Can you use our name or refer to our relationship without our consent? No. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral or written approval for such use. What is the controlling language of our relationship? English is the controlling language of our relationship with you. If there is a discrepancy between our English -language and translated materials, the English version prevails over the translation. How will we contact you about your account? For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We are permitted to use any address, telephone number or email address you provide. You agree to provide accurate and current contact information and only give us telephone numbers and email addresses that belong to you. When you give us a telephone number, you are providing your express consent permitting us (and any party acting on behalf of Wells Fargo) to contact you by calling or texting that telephone number. When we call you, you agree that we may leave prerecorded or artificial voice messages. You also agree that we may use automatic telephone dialing systems in connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or other communication service for which the called party may be charged. What courts may be used to resolve a dispute? Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or the Agreement, including the enforcement of the Arbitration Agreement and the entry of judgment on any arbitration award, will be venued exclusively in the state or federal courts in the state whose laws govern your account, without regard to conflict of laws principles. Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity for each statement period. We will do the same with notices. We will send all account statements and notices to the postal or electronic address associated with your account. Combined account statements: To reduce the number of separate account statements you receive each month, we may combine statements if you have more than one deposit account. If we provide a combined account statement for your accounts, we consider your first account as your primary account. You will receive your account statement at the address listed for your primary account. Statements for accounts in a combined statement will be delivered according to the delivery preference of the primary account. When are your account statements and notices considered received? If there is more than one authorized signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail. 5 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Mailed account statements: When we mail your account statement or notices, we consider it received by you on the second business dayafter mailing it. Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business Online'; Banking or the Commercial Electronic Officea, as applicable, after the end of the statement period. You will be notified by email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online. What happens if your account statement or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if: • Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online(E) Banking or the Commercial Electronic Office(S, as applicable, and we receive email notifications that our message is undeliverable. In either event, we may: • Discontinue sending account statements and notices,and • Destroy account statements and notices returned to us as undeliverable How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your account statements and notices available to you at any time by notifying us of your request by telephone or email. We will act on your request within a reasonable time after we receive it. Unless you instruct otherwise, we may change the postal or email address only for the accounts you specify or for all or some of your other accounts with us. Address changes we make: We may update your listed address without a request from you if we: Receive an address change notice from the U.S. Postal Service, Receive information from another party inthe business of providing correct address details that your actual address does not match the listed address for your account or card, or Identify a need to rely on another address you have provided us. When are notices you send to us effective? Any notice from you is effective once we receive it and have a reasonable opportunity to act on it. What obligations do you have to review account statements and notices and notify us of unauthorized transactions or errors? You are obligated to: Examine your account statement and notices promptly and carefully. Notify us promptly of any errors. Notify us within 30 days after we have made your account statement or notices available to you of any unauthorized transaction on your account. Note: if the same person has made two or more unauthorized transactions and you do not notify us of the first one within this 30-day period, we will not be responsible for unauthorized transactions made by the same wrongdoer. 6 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B • Notify us within 6 months after we have made your account statement or a notice available to you if you identify any endorsements which are unauthorized or missing, or other errors relating to endorsements on your checks. You can notify us of unauthorized transactions or errors on your account statement by promptly: Calling the telephone number listed on your account statement or in notices, or Sending us a written report (if instructed by us} as soon as possible, and at least within the specified timeframes Funds transfers are subject to different time periods for notification of errors, as described in the "Fund transfer services" part of this Agreement. Common examples of fund transfers are ACH, wire transfers, and Real-Time Payments (RTP®J. What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement. When is a transaction unauthorized? A check is unauthorized when it is: • Missing a required signature or you have not otherwise authorized it, • Forged, or • Altered (for example, the amount of a check or the payee's name is changed}. What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to: • Complete and return the claim form and any other documents we require, • Notify law enforcement,and • Cooperate fully with us in our investigation. We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate fully with us in our investigation or recovery efforts, or we determine the transaction was authorized. Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your account and items drawn on your account or deposited to it. You acknowledge that there is a growing risk of losses resulting from unauthorized items. To help prevent fraud and protect your assets, we recommend that you take these preventive measures: • Assign responsibilities for your account to multiple individuals. The individuals who reconcile statements for your account should be different from the individuals who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us promptly of any problem. • Contact us promptly if you do not receive the statement for your account when you would normally expect to. • Watch for checks cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure your supply of checks at all times. Stolen checks are a common method of fraud. • Periodically reassign accounting duties, such as reconciling your account or making a deposit. • Review your transaction activity for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate fraud. 7 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Destroy any checks that you do not intend to use. Use tamper resistant checks at all times. Notify us promptly when an authorized signer's authority ends so that his/her name can be deleted from our records for your account, and any cards that we have issued to him/her or online access can be cancelled . Do not sign blank checks. Obtain insurance coverage for these risks. This is not an exhaustive list and there may be additional preventive measures you may take to prevent fraud and protect your account. Protection against unauthorized items Does Wells Fargo offer services to help prevent fraud on your account? Yes. We offer services for your account that provide effective means for controlling the risk from unauthorized items. Examples of these services include: • Positive pay, positive pay with payee validation, and reverse positive pay • ACH fraud fIlter, and • Payment authorization service. In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these practices is an "industry best practice." Dual custody is an example of an industry best practice. With dual custody, when one user initiates an action, like a payment or a change in the set-up of a service, the action does not take effect until a second user approves the action using a different computer or mobile device than one used to initiate the action. What are potential consequences if youdonot implement a fraud prevention sewiceor industry best practice Wells Fargo has recommended'? If we have expressly recommended you use a fraud prevention service or industry best practice and you either (a) decide not to implement or use the recommended service or industry best practice, or (bl fail to use in accordance with the applicable service description or our other applicable documentation, then you will be treated as having assumed the risk of any losses that could have been prevented or mitigated by correct use of the recommended service or industry best practice Lost or stolen checks; unauthorized items If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we will be relieved of any liability for those items. Upon receipt of any notice from you, we - without any liability to you - will dishonor any item you, or any authorized signer, has indicated is unauthorized and may: • Close your account and open a new account for you, or • Pay any item presented for payment on your account, provided you have instructed us to pay that item and given us its number If we open a new account for you and you have authorized a third party to automatically make regular deposits to or withdrawals from your account (such as wire or ACH transfers), we will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you because you did not notify that third party in a timely fashion of the number of your new account. 8 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B When does my account become dormant? Checking accounts, savings accounts, and time accounts fCDs) Generally, your account becomes dormant if you do not initiate an account-related activity for: • 12 months for a checking account, • 34 months for a savings account, or • 34 months after the first renewal for a time account. An account-related activityisdetermined bythe laws governing your account. Examples of account-related activity are depositing or withdrawing funds at a banking location or ATM, or writing a check which is paid from the account. Automatictransactions (including recurring andone-time), such as pre-authorizedtransfers, payments and electronic deposits (including direct deposits), set up on the account may not prevent the account from becoming dormant. What happens to a dormant account? We put safeguards in place to protect a dormant account which may include restricting the following transactions: • Transfers by telephone, • Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, and • Wire transfers (incoming and outgoing). Normal monthly service and other fees continue to apply (except where prohibited by law). If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed property laws, your account funds may be transferred to the appropriate state. This transfer is known as '’escheat." if your account becomes escheatable, account statements will no longer be available. Your account will be closed. To recover your account funds, you must file a claim with the state. What are checking subaccounts? For each checking account you maintain with us, we may establish on your behalf a master account and two subaccounts. All information that is made available to you about your account will be at the master account level. The subaccounts are composed of a savings account and a checking account. On the first day of each month, we will allocate funds between the two subaccounts as appropriate. Items received by us that are drawn against your master account will be presented for payment against the checking subaccount. Funds will be transferred from the savings subaccount as may be needed to cover checks presented on the checking subaccount. On the sixth transfer from the savings subaccount during a statement period, all of the funds on deposit in the savings subaccount will be transferred to the checking subaccount. If your account earns interest, the use of subaccounts will not affect the interest you earn. Rights and responsibilities What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When 9 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B we take a check for processing by automated means, ordinary care does not require us to examine the check. In all other cases, ordinary care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney's fees and expenses) arising out of or in any way connected with our performance under the Agreement. You agree thisindemnification will survive termination of the Agreement. In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. The limitation does not apply where the laws governing your account prohibit it. We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we have taken according to the Agreement. Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to perform your duties under the Agreement. If this happens, neither Wells Fargo nor you will be in violation of the Agreement. Are you obligated to pay our fees? Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information. Why do we charge a recoupment fee? We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The amount of the recoupment fee appears on the periodic statement or client analysis statement for your account and is based on the monthly average ledger balance you maintain in your account. The recoupment fee is subject to change by us at any time without notice. Note: The FDIC charges each insured banka fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank’s confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee. Is my account subject to a deposit balance fee? We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and commercial deposit account(s) with us. When we assess the deposit balance fee, the amount of the fee will appear on the periodic statement or client analysis statement for your account(s). The deposit balance fee is subject to change by us at any time without notice. Are you responsible for paying taxes? Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax. 10 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C~+6AC-A3Dl-857FBA51746B How do you pay our fees and expenses? We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in connection with your account and related services. We will debit service fees on the day of each calendar month we separately disclose to you, or if that day is not a business day, on the next business day. If there are non-sufficient funds in your account to cover the debit, we may create an overdraft on your account. You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid within 45 days of the date of invoice. Finance charges are assessed at a rate of 1 .5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges. If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible fees and expenses (unless we otherwise indicate in writing). If both an earnings allowance and interest accrue on your account, the interest may be shown as an offset to the earnings allowance on the client analysis statement for your account. If your earnings allowance exceeds your total maintenance and activity fees for the statement cycle for your account, the excess credit is not paid to you, nor is it carried forward to the following statement cycle. We may debit your account (or any other account you maintain with us) or invoice you for any amount by which the fees and expenses exceed the accrued earnings allowance on your account Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your account. The earnings credit rate is a variable rate that we may change at any time. May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a debt you owe us, we reduce the funds in your accounts by the amount of the debt. We are not required to give you any prior notice to exercise our right ofsetoff A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any overdrafts and our fees. We may set off for any debt you owe us that is due or past due as allowed by the laws governing your account. If your account is an unmatured time account, then we may deduct any early withdrawal fee or penalty. This may be due as a result of our having exercised our right of setoff. If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the proceeds to any amount you owe us. Our right to setoff is in addition to and apart from any other rights under any other security interest you may have granted to us. Do you grant us a securitY interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on and security interest in each account you maintain with us, including your accounts with any affiliate. By opening and maintaining each account with us, you consent to our asserting our security interest if the laws governing the Agreement require your consent. Our rights under this security interest are in addition to and apart from any other rights under any other security interest you may have granted to us. 11 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Can Wells Fargo benefit from having the use of funds in customers' non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible to quantify the benefit to us that may be attributable to a particular customer's funds. That's because funds from all customers’ non-interest earning accounts are aggregated to reduce our borrowing costs and for investment, and our use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks, and our anticipated funding needs. Our use of funds as described in this paragraph has no effect or impact on your use of and access to funds in your account. What is the applicable exchange rate? The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another currency. It includes a markup over our cost of sourcing the relevant currency. The markup factors include without limitation costs incurred, market risks, and our desired return. The exchange rate we provide to you may be different from exchange rates you see elsewhere. Foreign exchange markets are dynamic and rates fluctuate over time based on market condition, liquidity, and risks. We reserve the right to refuse to process any request for a foreign exchange transaction. What is FDIC "pass-through" insurance? FDIC "pass-through" insurance is FDIC insurance that could exceed the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership right and capacity). When you use your account to hold funds on behalf of third parties who are the beneficial owners of the funds, your account may quaIIfy for FDIC pass-through insurance, provided you meet FDIC account titling and recordkeeping requirements. With FDIC pass -through insurance, each beneficial owner's funds held in your account are aggregated with other funds the beneficial owner holds in accounts with us in the same ownership right and capacity. The beneficial owner's aggregated funds are insured by the FDIC up to the standard maximum deposit insurance amount. Examples of holding funds on behalf of third parties include funds you hold as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others. What are the FDIC's recordkeeping requirements for pass-through FDIC insurance when your account has "transactional features"? For any account with "transactional features", you agree to provide the FDIC (a) with the required information about the beneficial owners of the funds in your account, (b) in the required format, (c) within 24 hours of ourfailure. Your account has "transactional features" when funds can be transferred from the account, as detailed in 12 CFR 370.20). What are the consequences if you are unable to provide the FDIC with the necessary data on the beneficial owners of funds in your account in the required format in the specified time frame? As soon as the FDIC is appointed as our receiver, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination. This hold will not be released until the FDIC obtains the necessary data to enable it to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC in the required format and in the specified time frame may result in a delay in receipt of insured funds by the beneficial owners of the funds in your account and legal claims against you from the beneficial owners. Detailed information about the FDIC's requirements for pass-through FDIC insurance coverage are available at the FDIC's website. Notwithstanding other provisions in this Agreement, these three FDIC subsections survive after the FDIC is appointed as our receiver, and the FDIC is considered a third party beneficiary of these subsections, 12 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when: • Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among your authorized signers, or • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account. In these situations, we may take any of the following actions without any responsibilitY to you: Continue to rely on the documents we have on file for your account. Honor the claim against your account funds if we are satisfied the claim is valid. Freeze all or a part of the funds in your account until we believe the dispute is resolved to our satisfaction. Close your account and send a check for the available balance in your account payable to you or to you and each person or entity who claimed the funds. Pay the funds into an appropriate court. We also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney's fees and expenses). How do we handle legal process? Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture or seizure, and other legal process relating to your account. We will accept and act on any legal process we believe to be valid, whether the process is served in person, by mail, by electronic notification, or at any banking location. If we incur any fees or expenses (including attorney's fees and expenses) due to responding to legal process related to your account, we may charge these costs to any account you maintain with us. If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claimagainst us? Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company's decision, and our liability to you, if any, will be reduced by the amount your Insurance corrlparly pays you. Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you. Are we allowed to restrict access to your account? Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control. 13 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice). Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time. When can we close your account? We reserve the right to close your account at anytime. If we close your account, we may send the remaining balance on deposit in your account by mail or credit it to another account you maintainwith us. We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. After your account is closed, you will remain responsible for any negative balance. When can you close your account? You can request to close your account at any time if the account is in good standing (e.g., does not have a negative balance or restrictions such as holds on funds, legal order holds, or court blocks on the account). At the time of your request, we will assist you in withdrawing or transferring any remaining funds, bringing your account balance to zero. Whether you or we close the account, you agree to maintain on deposit in your account sufficient funds (determined in our sole discretion) to cover outstanding items to be paid from your account, charge-backs including returned deposited items, and our fees and expenses. All outstanding items need to be processed and posted to your account before you make a request to close. Once the account is closed, items will be returned unpaid. Any recurring payments or withdrawals from your account need to be cancelled before you make a request to close (examples include bill payments and direct deposits). Otherwise, they may be returned unpaid We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. At the time of your request to close: For interest-earning accounts, your funds stop earning interest from the date of your request. The Agreement continues to apply. If you have requested closing your account and a positive balance remains, we may send you a check for the remaining balance After your account is closed, you will remain responsible for any negative balance. Are transactions subject to verification by us? Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which we have provided a receipt. We do not verify all transactions. We reserve the right to reverse or otherwise adjust, at any time without prior notice to you, any debit or credit we believe we have erroneously made to your account. Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are: • An item made out to a payee not on your account, • An item with an endorsement we are unable to verify, • A check or draft issued on a credit account, • Avery large cash deposit, and 14 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B • Anon-U.S. item. 15 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. We can require all endorsers to be present and we may require you to deposit the item instead of permitting you to cash it. For non-U.S. items, please see the response to "How do we handle non-U.S. items?". We may require any person wanting to make a cash deposit to provide an acceptable form of identification before we accept the deposit for processIng. Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It isyour responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. Ifwefi nd a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount asthe correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending onaccount type. You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment amount by contacting your relationship manager. What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your account statement or it is made available to you, we will review the deposit and make any adjustment we determine is appropriate, subject to any applicable fees. If you do not notify us during this timeframe, we will consider the deposit amount on your statement to be correct. This means that if the actual amount is less than the amount on the statement, the difference will become your property. If the actual amount is more than the amount shown on the statement, the difference will become our property. Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other reports we can obtain include information from the following: 1) motor vehicle departments, 2) other state agencies, or 3) public records. Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive income that is reportable to the IRS. We accomplish this by obtaining a Form W-9 from all U.S. taxpayers and a type of Form W-8 from all foreign customers. • For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number ("TIN") from the primary owner of each account that earns reportable income. Until we have received the Form W-9 and TIN, we are required to apply backup withholding to that income. • Foreign individuals (also referred to as nonresident aliens) and foreign entities document their tax residency outside the U.S. on the applicable type of Form W-8. That form also allows us to apply the correct withholding rate or exemption to your income earned in the U.S. If you do not provide a valid type of Form W-8, we are required to apply the 30% withholding rate, orin some cases, presume you are an uncertified U .S. taxpayer subject to backup withholding on all income and gross proceeds regardless of whether or not it is U.S. sourced. • Accounts jointly owned by at least one foreign individual or entity must provide a Form W-8 or Form W-9 for all of the joint owners. 16 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Foreign individuals provide a Form W-8BEN. Foreign entities that are the beneficial owner of the income provide a Form W-8BEN-E unless they can make a special withholding exemption claim and instead provide either a Form W-8EXP or Form W-8ECI Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a Form W-81 MY. In some cases, that Form W-81 MY must also include a withholding statement that allocates the income to each of the beneficial owners and copies of the tax certification documentation for those underlying beneficial owners. If you own your account as an individual or sole proprietor, upon your death we must be provided with the estate's or successor's IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay interest earned on your account from the date of your death or apply backup withholding on the income earned after the date of your death. When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances: • To comply with the laws governing this Agreement; • in connection with examinations by state and federal banking authorities; • To comply with any legal process, including a subpoena, search warrant, or other order of a government agency or court; • When we determine that disclosure is necessary or appropriate in order to complete a transaction; • To verify the existence and condition of your account for a third party, such as a merchant or credit bureau; • To provide information to your legal representative or successor; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • To our agents, independent contractors, and other representatives in connection with the servicing or processing of your account or account transactions, account analysis, or similar purposes; • To our affiliates and affiliated companies; and • if you give your permission. How do we protect your data? We are part of an international business with affiliated companies, employees, and service providers (collectively "Personnel'’} located in the United States and a number of countries around the world. Any information or data we obtain in connection with or relating to your accounts or services, including personal informatIon (collectively "Data"}, may be accessed by Personnel in any of these countries. Any of these Personnel will be subject to the requirements of our information security program, which includes policies to protect Data and limit access to those Personnel with a reasonable business need to know. Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice. Monitored and recorded communications include: • Telephone conversations, • Electronic messages, • Electronic records,or • Other data transmissions. Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity. 17 Commercial Account Agreement DocuSign Envelope ID= 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile phone number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Wells Fargo with your wireless operator's account profile information for the duration of the business relationship. Checking and savings accounts What are the requirements for a correct endorsement? An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you deposited to your account, we may endorse it for you. We may also send for collection any unendorsed check that is payable to you that you have deposited to youraccount. Are we bound by restrictions or notations on checks? No. We are not bound by restrictions or notations, such as "void after six months," "void over $50," or "payment in full." When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur relating to the notation or restriction. What is a substitute check? A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: "This is a legal copy of your check." You can use it the same way you would use the original check. As noted in the legend, a substitute check is the same as the original check for all purposes, including proving that you made a payment. Any check you issue or deposit that is returned to you may be returned in the form of a substitute check. You agree that you will not transfer a substitute check to us, by deposit or otherwise, if we would be the first financial institution to take the substitute check, unless we have expressly agreed in writing to take it. What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be released or discharged from any liability for the breach so long as we notify you of the breach within 120 days after we learn of the breach. If we fail to notify you within this 120 day period, you will be released from liability and discharged only to the extent our failure to notify you within this time period caused a loss to you. How do we handle non-U.S. items? A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not organized under U.S. law. We are not required to accept a non-U.S. item for deposit to your account or for collection. We may accept non-U.S. items on a collection basis without your specific instruction to do so. We can reverse any amount we have credited to your account and send the item on a collection basis even if we have taken physical possession of the item If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate 18 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. If the non-U.S. deposited item is returned unpaid for any reason, we will charge the amount against your account (or any other account you maintain with us) at the applicable exchange rate in effect at the time of the return. For information on the applicable exchange rate, see "What is the applicable exchange rate?" in the "Rights and responsibilities" section of this Agreement Our funds availability policy does not apply to a non-U.S. item. What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return. What happens if we send an item for collection? We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer's bank for payment. Your account will not be credited for the item until we receive payment for it Our funds availability policy does not apply to an item we accept for collection What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with us). We can do this when we are notified that the item will be returned. We do not need to receive the actual item (and usually do not receive it). We can do this even if you have withdrawn the funds and the balance in your account is not sufficient to cover the amount we hold or deduct and your account becomes overdrawn. In addition, we will charge you all applicable fees and reverse all interest accrued on the item We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made or we otherwise have reason to believe the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, or for any other reason. When the claim is finally resolved, we will either release the hold or deduct the amount of the item from your account. We are not legally responsible if we take or fail to take any action to recover payment of a returned deposited item. What happens when an electronic payment is reversed? We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We can deduct the amount from any account you have with us at any time without notifying you. You agree to promptly repay any overdrafts resulting from the reversed payment. Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item. Electronic check indemnifications What warranties do we provide for electronic checks and electronic returned checks? An "electronic check" and an "electronic returned check" mean an electronic image of, and electronic information derived from, a paper check or a paper returned check. When we transfer or present an electronic check or electronic returned 19 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B check, we provide the following warranties: • Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information on the front of the check as of the time that the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of a check • No Double Debit Warranty: We guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double debit warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the image quality warranty and the no double debit warranty to the transferee returning bank, the depository bank, and the owner. What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants} awarded against or incurred or suffered (collectively, "losses and liabilities"} by us arising directly or indirectly from or related to the transfer or return of an electronic check or an electronic returned check on your behalf. If we suffer any losses or liabilities arising directly or indirectly from or related to a breach of either the image quality warranty or the no double debit warranty, you will reimburse us and not hold us responsible or liable. What indemnities are applicable to remote deposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank that accepts the original check from which an electronic check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of depository bank indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable. What indemnities are applicable to electronically created items? If we transfer or present an "electronically created item" and receive settlement or other consideration for it, we are required to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that • The electronic image or electronic information of the electronically created item is not derived from a paper check; • The person on whose account the electronically created item is drawn did not authorize the issuance of the electronically created item or to the payee stated on the item; or • A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically created item in such a way that the person is asked to make payment based on an item or check it has paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable. Funds availability policy When can you withdraw funds? Our funds availability policy is to make funds from your checking deposit available to you on the first business day afte r the day we receive your deposits. 20 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the deposit in-person to one of our employees or agents and you use a special deposit slip we provide: • State and local government checks that are payable to your company. • Cashier’s, certified, and teller’s checks that are payable to your company where we are not the issuer or drawee. While we generally make funds from your check deposits available to you on the first business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules we provide or make available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit is made. Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, the length of the delay varies depending on the type of deposit as explained below. Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented for payment and applicable fees that you have incurred. When is your deposit considered received? For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before our established cutoff time on a business day that we are open, we will consider that day to be the day your deposit is received by us. For deposits granted same calendar day availability as described below, the calendar day you make the deposit will be considered the day of deposit. For all other deposits, if you make a deposit after our cutoff time or on a day we are not open, we will consider the day your deposit is received by us to be the next business day we are open. Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska). Any deposits placed in a "night depository" before the established deadline on a business day we are open will be credited to your account by the close of business that day. Deposits placed in the "night depository" after the established deadline will be credited to your account by the close of the next business day we are open. Same business day availability The following deposits will be available on the business day we receive the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a tellerwindow. • Checks drawn on us. If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these deposits will be available on the second business day after the day we receive your deposit. For example, if we receive your mailed deposit on Monday, the funds will be available on Wednesday. 21 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Longer delays may apply In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available until the second or third business day after the day of your deposit. The first $225 of your deposit, however, may be available on the first business day after the day of your deposit. Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit. If you need the funds from a deposit right away, you may ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: We believe a check you deposit will not be paid. You deposit checks totaling more than $5,525 on any one day. You redeposit a check that has been returned unpaid. You have overdrawn your account repeatedly in the last 6 months. There is an emergency, such as a failure of computer or communications equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit. Holds on other funds (check cashing) If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cash would have been available if you had deposited it. Holds on other funds (other account) If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available until the time periods that are described in this policy. Available balance, posting order, and overdrafts How do we determine your account's available balance? Your account's available balance is our most current record of the amount of money in your account available for your use or withdrawal. We use the available balance to authorize your transactions during the day. We also use the available balance to pay your transactions in our nightly processing. We calculate your available balance as follows: • We start with the ending daily account balance from our prior business day nightly processing that includes all transactions deposited to or paid from your account. • We subtract from this amount any holds placed on a deposit to your account and any holds placed due to legal process. 22 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B We add pending deposits that are immediately available for your use. We subtract pending withdrawals that we have either authorized or are known to us but have not yet processed. Important note: We may place a hold on your account if we receive an electronic notice that an item will be presented for payment or collection against your account (Notice of Presentment}. This hold may remain in effect from the time the Notice of Presentment is received until the item is presented or notice is received that the item will not be presented, whichever occurs first. We may conclusively rely on the information we receive in an electronic presentment or notification when determining the available balance in your account. We will not have any liability for refusing to honor any of your items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the item, including its amount. We may debit your account on the day an item is presented by any means, including electronically, or at an earlier time based on a notification received by us that an item drawn on your account will be presented for payment or collection. A determination of the balance in your account for purposes of making a decision about whether not to honor an item due to insufficiency or unavailability of funds may be made at any time between the presentment of the item (or earlier upon receipt of any Notice of Presentment} and the time the item is returned. Only one such determination needs to be made. How do we process (post) transactions to your account? We process transactions each business day during a late night process. Once we process your transaction, the results are posted to your account. There are three key steps to this process. The most common types of transactions are processed as described below. First, we determine the available balance in your account (as described above} that can be used to pay your transactions. Note: Certain pending transactions can affect your available balance: • Cash deposits or transfers from another Wells Fargo account that are made after the displayed cutoff time (where the deposit was made} will be added to your available balance if they are made before we start our nightly process. • Your available balance will be reduced by pending withdrawals, such as electronic transactions we have authorized and are required to pay when they are sent to us for payment. These pending withdrawals may be sent to us for payment at a later date. In some circumstances, these transactions may be paid into overdraft if other posted transactions or fees have reduced your balance before the pending transactions are presented for payment. Then, we sort your transactions into categories before we process them. • First, we credit your account for deposits, including cash, check deposits and incoming transfers, received before the cutoff time at the location the deposit or transfer was made. • Then, we process withdrawals/payments we have previously authorized and cannot return unpaid, such as ATM withdrawals, accounttransfers, Online Bill Pay transactions, and teller-cashed checks. If we receive more than one of these transactions for payment from your account, we will generally sort and pay them based on the date and time you conducted the transactions. Forsometransactions, such as Online Bill Paytransactions orteller-cashed checks, the time may be assigned by our systems and may vary from the time it was conducted. Multiple transactions that have the same time will be sorted and paid from highest to lowest dollar amount. • Finally, we use your remaining funds to pay your checks and preauthorized automatic ACH payments (such as bills you pay by authorizing a third party to withdraw funds directly from your account). If there is more than one of these types of transactions, they will be sorted by the date and time that they are received by us. Multi pIe transactions that have the same time will be sorted and paid from highest to lowest dollar amount. How do we handle overdrafts? At our discretion, we are permitted to pay items into overdraft rather than returning them unpaid. You agree to pay the applicable fee associated with an overdraft or returned item. Any overdraft on your account is 23 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B immediately due and payable, unless we agree otherwise in writing. You agree to reimburse us for any attorneys' fees and other costs and expenses we incur in recovering the overdraft (including overdraft and associated fees). On any business day when we determine there are sufficient funds in your account to pay one or more but not all of the items presented for payment on your account, the order in which we post these items may affect the number of items paid and the overdraft and returned item fees that are assessed. When we post items in the order of highest to lowest dollar amount, the overdraft and returned item fees may be more than these fees would be if we were to post the items in the order of lowest to highest dollar amount. Additional rules for checks and withdrawals What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification. Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five business days' advance notice to ensure we have sufficient cash on hand. We do not have any obligation to provide security if you make a large cash withdrawal. If you want to deposit cash for a very large amount, we have the right to require you to provide adequate security or exercise other options to mitigate possible risks. Can you perform transactions at an affiliate? Yes. You may make deposits to and withdrawals from your account at an affiliate, provided the affiliate agrees. If you make a deposit to your account at an affiliate, that affiliate's collection schedule and funds availability policy will determine when the deposited funds will be considered collected and available. If an affiliate cashes an item for you, we may place a hold on your account for a corresponding amount of funds. If the item is later returned to the affiliate for any reason, we may debit one or more of your accounts for the amount of the item. Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce multiple signature requirements. If you indicate that more than one signature is required, this indication is for your own internal procedures and is not binding on us. Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it: • Has special written instructions indicating we should refuse payment (e.g., "void after 30 days" or "void over$100"); • is stale-dated (i.e., the check's date is more than 6 months in the past), even if we are aware of the check's date; • is post-dated (i.e., the check's date is in the future); or • is not dated. We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or made a notation on the check's face to pay it in a foreign currency. The encoded amount is in the line along the bottom edge of the front of the check where the account number is printed. 24 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Can you use a facsimile or mechanical signature? Yes. If you use a facsimile or mechanical signature (including a stamp}, any item appearing to use your facsimile or mechanical signature will be treated as if you had actually signed it. Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account ("a consumer ACH debit entry"}. We will have no obligation to pay, and no liability for paying, any consumer ACH debit entry on your account. What is the acceptable form for your checks? Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must include our name and address, as provided by us. Certain check features, such as security features, may impair the quality of a check image that we or a third party create. We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our equipment. We are not responsible for losses that result from your failure to follow our check standards. How do you reorder checks? You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the telephone number shown on your account statement. If you or a third party prints its items, we shall have no liability to you if we are unable to process these checks by automated means. How do you stop payment on a check? You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check. Each stop payment orderissubject to our verification that we have not already paid or otherwise become obligated to pay the check from your account. This verification may occur after we accept your stop payment order. In order to issue a stop payment order on a check, we request the following information: • Your bank account number, • The check number or range of numbers, • The check amount oramounts, • The payees' names, and • The date onthe check. We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the check. We are also not responsible if we do not pay a check for which a valid stop payment order is in effect. What is the effective period for a stop payment order? A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do not have our STOP AUTO-RENEWAL Service on your account, you must place a new stop payment order if you do not want it to expire. We treat each renewal as a new stop payment order. We will charge you for each stop payment order you place (as well as each renewal}. 25 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12- month periods, unless you otherwise notify us in writing. How do you cancel a stop payment order? To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check cashing business) of the check, and potentially additional amounts that the holder may be due under the laws governing this Agreement. How can you prevent a post-dated item from being paid before its due date? A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until that date, unless you instruct us to do so through the use of a stop payment order for the item. You are responsible for notifying us to cancel the stop payment order when you are ready to have that item paid. How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to "Fund transfer services" in the "Electronic banking services" section of this Agreement. Your account ownership Can you assign ownership of your account? No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that theassignment is valid. Any permitted assignment of your account is subject to our setoff rights What if an owner does not sign account documentation? If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or other account-related documentation, it does not prevent us from treating the customer as an owner or a co-owner of that account; we are not liable to anyone as a result. Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually andjointly responsible for any overdraft on your account, regardless of who caused or benefited from the overdraft. If there is a setoff, an enforcement of our security interest in your account, or legal action (such as a third party garnishment, seizure, forfeiture, or tax levy) affecting any co-owner, we have the right to treat all funds in the account as belonging to the customer against whom the setoff, enforcement of the security interest, or other legal action is directed. If your account is closed for unsatisfactory handling, we may report all joint owners to the consumer reporting agencies. 26 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B What happens upon death or incompetence of an authorized signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may: • Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account, • Pay (without inquiring) any item authorized by the account owner before being declared incompetent or dying, • Return or reverse deposits made to the account, and • Apply funds in the account to any debt the account owner owes us before recognizing the rights to any remaining funds of a surviving joint owner or other person. If we are liable for taxes because we released funds in an account after the account owner's death, the account owner's estate is responsible for reimbursing us for those taxes. Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide documentation evidencing any change in the ownership or control of the entity following applicable legal formalities. Interest earning accounts What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield (APY) for your account. Interest earning accounts earn interest at a variable rate, except time accounts. We may change the interest rate for variable-rate accounts at any time. The interest rate may vary depending on your daily balances How do we calculate earned interest? We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have specified otherwise in writing, we will use the daily balance method to calculate interest. The daily balance method applies a daily periodic rate to principal each day. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal each day and dividing by the number of days in the period. If your account is a tiered-rate account, we may pay the same interest rate on more than one tier. When does a deposit begin accruing interest? Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item. Is interest compounded and when is it credited? Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account. 27 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Can I specify a target balance on my accounts? Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as your "principal account" and one or more additional accounts as "target balance accounts." For each target balance account, you will separately specify to us in writing the ledger balance or collected balance which you wish to maintain in that account (the "target balance"). At the end of each business day, we will determine the applicable balance on deposit in each target balance account. If the applicable balance in a target balance account isgreater than its target balance, we will transfer to the principal account the funds necessary to bring the applicable balance to the target balance. If the applicable balance is less than the target balance, we will transfer to the target balance account the funds necessary to bring the applicable balance to the target balance. We may, but will not be required to, transfer funds even if the transfer would create an overdraft or exceed the collected balance on deposit in the principal account. When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement in a month later than the month in which it occurs. What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period. We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your account statement. Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account. Regulation D savings account transaction limit and other limited activity Regulation D and Wells Fargo limit certain types of withdrawals and transfers from a savings or money market account to a combined total of 6 per monthly statement period (exceptions to the statement period may apply). Limited by Regulation D: • Transfers by telephone using our automated banking service or speaking with a banker on the telephone. • Transfers orpaymentsthrough online, mobile, andtext banking (including Bill Pay and person-to-person payments such as Zelle®) Overdraft Protection transfers to a checking account. Pre-authorized transfers and withdrawals (including recurring and one time). Payments to third parties such as checks, drafts, or similar transactions (counted when they are posted to your account and not when they are written). Limited by Wells Fargo: • Transfers and payments to Wells Fargo credit cards, lines of credit, and loans. • Outgoing wire transfers whether made in person, on the telephone, or online. Not limited 28 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Except as limited above, there are no limits on withdrawals or transfers made in person at a Wells Fargo ATM or banking location or onany types of deposits. What happens if you exceed your limit? If you exceed the limits stated above, you will be charged an excess activity fee ($10 per excess transaction). If the limit is exceeded on more than an occasional basis, Wells Fargo may be required to convert the savings or money market account to a checking account, or close the account. If the withdrawal and transfer limit is reached, we may decline withdrawals and transfers for the remainder of the monthly statement period (exceptions to the statement period may apply) to help you avoid a fee and account conversion or closure Time Accounts (CDs) What are time accounts? Time accounts include deposits which are payable at the expiration of a specified term, no less than 7 calendar days after the date of deposit. We may also refer to a time account as a CD or a Certificate of Deposit, even though we do not issue a paper certificate when opening the account or require a paper certificate to close the account. The time account's maturity date is the last day of the term for the time account. The maturity date is printed on your receipt. When can you withdraw funds from your time account? You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw funds without a penalty within the 7 calendar days after the maturity date (grace period). You may be charged a penalty if you make a withdrawal at any other time. How is the early withdrawal penalty assessed? If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms • Less than three months (or less than 90 days), the fee is one month's interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest. • Over 12 months through 24 months, the fee is six months' interest. Over 24 months, the fee is 12 months' interest. The minimum fee is $100. The early withdrawal penalty is based onthe prIncipal amount withdrawn, at the interest rate on your time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal penalty, one month’s interest is equal to one year's interest - at the interest rate in effect at the time of withdrawal - divided by 1 2. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned interest, the difference isdeducted from the principal. In no event will the early withdrawal penalty for a withdrawal during the first six days after the date of deposit be less than seven days' simple interest. 29 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period. Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY. How does your time account renew? Your time account will automatically renew at maturity: • Typically for a similar term unless we inform you prior to maturity of a different term; and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise. Electronic banking services Fund transfer services The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in addition to, and not in place of, any other agreements you have with us about funds transfers. The terms "funds transfer," "funds-transfer system," "payment order," and "beneficiary" are used here as defined in Article 4A of the Uniform Commercial Code, as adopted by the state whose laws govern this Agreement. Rules of funds transfer systems Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the transfers are made, including Fedwire, the National Automated Clearing House Association, the Electronic Check Clearing House Organization, any regional association (ACH), the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunications (SWIFT), and the RTP system (RTP System). We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our violation of applicable law, including requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control and the Financial Crimes Enforcement Network. Sending funds transfers In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select. Notice of funds transfers We will notify you of funds electronically debited from or credited to your account through the account statement covering the period in which the transaction occurred. We are under no obligation to provide you with any additional notice or receipt Reliance on identification numbers • Ifa payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name 30 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3D1457FBA51746B and account number, we may makethe payment based on the account number, even if it identifies a party different from the named recipient. 31 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B • if an instruction or order to transfer funds describes a participating financial institution inconsistently by name and identification number, we may rely on the identification number as the proper identification of the financial institution Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or erroneous. You will also notify us of the facts within a reasonable time, not exceeding 14 days after you have received your account statement from us on which the funds transfer appears or you otherwise have notice of the fu nds transfer, whichever is earlier. You must notify us within 14 days to be entitled to a refund from us. If you do not notify us within 14 days, we will be entitled to retain payment for the funds transfer. Erroneous payment orders We have no obligation to detect errors you make in payment orders - for example, an instruction to pay a beneficiary not intended by you, or to pay an amount greater than the amount you intended, or a transmission of a duplicate payment order previously sent by you. If we detect an error on one or more occasions, we will not be obligated to detect errors in any future payment order. ACH transactions In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your account that you transmit through an ACH: • Your rights for payments to or from your account will be based on the laws governing your account. • When we credit your account for an ACH payment, the payment is provisional until we receive final settlement through a Federal Reserve Bank or otherwise receive payment. • if a payment is credited to your account and we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your account. • You authorize any Originating Depository Financial Institution (ODFl} to initiate, according to ACH Operating Rules, ACH debit entries to your account for presentment or re-presentment of items written or authorized by you. Reversal or return of ACH transactions Under the ACH Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day following the business day we post the entry to your account. (For example, if we post the entry on Tuesday, we can return it up to mIdnight on Wednesday.} For us to meet this deadline, you are required to notify us to return any non- consumer ACH debit entry as unauthorized by the cutoff time we separately disclose. The cutoff time is currently 3:00 PM Central Time. (in the example above, you would need to notify us by 3:00 PM Central Time on Wednesday}. If you do not notify us in a timely manner of the unauthorized non-consumer ACH debit entry, we will not be able to return it without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between you and the originator of the entry. Stop payment orders on ACH debit entries You may request a stop payment orderfor an ACH debit entry that has not already been paid from your account. An "ACH debit entry" is an order or request for the withdrawal of money from your account through ACH. To be effective, a stop payment order must be received in atime and manner that gives us a reasonable opportunity to act on it. If you provide oral instructions to stop payment on an ACH debit entry, we may require confirmation in writing. If that written confirmation is not received, we may remove the stop payment order after 14 days. An instruction to revoke a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. 32 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B To place a stop payment order on an ACH debit entry, you must provide: • Your account number, • Amount of the ACH debit entry, • Effective date of the ACH debit entry, and • Name associated with the originator of the debit entry. We may request additional information and may use only a portion of the required information to identify the ACH debit entry. We may be able to place a stop payment order based on the company identification number of th e originator of the ACH debit entry, but this may stop all ACH entries received from this sender, Additional information on ACH debit entries Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company identification number or individual identification number) may result in payment of the ACH debit entry. You acknowledge this risk and agree that you are responsible for notifying the originator of the ACH debit entry that your authorization has been revoked. You agree to indemnify and reimburse us and hold us harmless from and against any loss incurred by us as a result of our paying an ACH debit entry if any of the information relied on in the stop payment order is incorrect or incomplete (or as a result of us not paying an ACH debit entry for which a valid stop payment order is in effect) Receiving RTP payments The following additional terms apply to any real-time payments we receive for credit to your account through the RTP System. The terms "sender," "receiver," and "sending participant" are used here as defined in the System Rules governing RTP payments ("RTP Rules"). In addition to the RTP Rules, RTP payments will be governed by the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, as applicable, without regard to its conflict of laws principles. The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. RTP payments that are permitted under the RTP Rules and our requirements will be considered eligible payments for purposes of this Agreement. RTP payments cannot be cancelled or amended by the sender. If we receive a message from a sending participant requesting return of an RTP payment received for credit to your account, we may notify you of that request. You are not obligated under the RTP Rules to comply with any such request for return of funds. Any dispute between you and the sender of an RTP payment should be resolved between you and the sender. If you do not wish to accept an RTP payment received for credit to your account, you may request that we return that payment to the sender. We may, at our sole discretion, attempt to honor that request, but will have no liability for our failure to do so. RTP payments are typically completed within 30 seconds of transmission of the RTP payment by the sender, unless the RTP payment fails or is delayed due to a review by us or the sending participant, such as for fraud, regulatory, or compliance purposes. Transaction limits imposed by the RTP System or sending participant may also prevent RTP payments from being received for credit to your account. 33 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746BqJeIGLpt1Bbl DIgI V IUBe Stagecoach Deposjt'b - ATM Deposit Only Card Service. You may elect to use Wells Fargo's Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the setup form for the service. This service allows you to make deposits to your account using a Stagecoach Deposit® ATM Deposit Only card ("Deposit Card") at a designated Wells Fargo® ATM (’'ATM") or in a Wells Fargo branch When you make deposits at a designated Wells Fargo ATM , you will make those deposits according to the instructions we provide, You will gain accessto the ATM usingthe Deposit Card and a Personal Identification Number ("PIN"); you assume the risk of misuse of both. We will provisionally credit each deposit to your account based on the amount you key into the ATM. Your ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and ourfunds availability policy applicable to your account. If the dollar amount of your deposit - as determined by us - differs from your total (as shown on your ATM receipt), we will send you a statement showing the amount of this difference. You agree that our count of the dollar amount of your deposit will be conclusive and binding on you. You will have full responsibilityfor each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If you claim any portion of a deposit was lost or stolen while in our custody, you acknowledge that you have the burden of proving your claim. If you order supplies for the ATM Deposit Service through the ATM, you authorize us to initiate debits to your account and credits to the accounts of third party vendors to cover the cost of those supplies provided to you. Those transfers may be processed through an automated clearing house or any other means chosen by us, and will be subject to the rules of the funds transfer system used by us. Your authorization for the transfers will remain in full force and effect until we have received written notification from you of its termination in a time and manner as to afford us and any third-party vendor a reasonable opportunity to act on it. Stagecoach Deposito . Post Verify Service. If you elect to use our Stagecoach Deposit® - Post Verify Service, you will prepare, package, and deliver Stagecoach deposits to us according to our instructions. We will provisionally credit your account for the currency shown on the deposit ticket enclosed in your Stagecoach deposit bag as follows: • Same day credit for deposits delivered to one of our offices before that office's cut-off time on any business day we are open or for deposits placed in night depository before 6:00 a.m. on any business day we are open; or • Next business day credit for deposits delivered to one of our offices on any business day we are open on or after the office's cut-off time or on any non-business day. All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach deposit bag either at a later time in our office or when your Stagecoach deposit bag is delivered to our cash vault. Checks will be verified when they are delivered to our check processing center. We reserve the right to adjust (debit or credit) your account if we determine that the amount shown on your deposit ticket is incorrect. Because the frequency of armored courier transportation from our offices to our vaults varies from office to office, the time it takes to verify your Stagecoach deposit may vary, depending on the office to which your Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three business days. Adjustments will be effective when they are processed. 34 Commercial Account Agreement DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Master Agreement for Treasury Management Services The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide you treasury management services ("Services"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. The Bank customer to which the Services will be provided is identified in the Acceptance. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement'’) are defined in this document. You and we agree: 1.Service documentation. The Service Documentation contains the terms governing each Service and includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to allServices), d. The account agreement governing the account(s) (each, an "Account") you use in connection with theService, e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and t User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement andthe Service Descriptions for Services you enrollin are posted at our Commercial Electronic Office® (CEOCR)) portal. If there is a conflict among the documents that are part of the Service Documentation , they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation. 2. Services. You and we will agree upon the Services to be provided and the start date for each Service. Each Service is subject to the approval by our applicable branch or subsidiary. We will notify you when you have completed all requirements for enrolling in the Service and the Service is ready for you to use. 3.Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If an enhancement to a Service or other change requires a change to a Service Description, we will post an updated Service Description on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after the change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees,judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules. #0208$nKgFgfiPRBMt& Alfgl;?J8iewed' Revised August 4, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B 4. Termandtermination. UnlessaServiceisterminated inaccordance withtheService Documentation,thisAgreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other party We may suspend or terminate any Service: a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach {if it can be cured} within 15 days of the date of the notice; or b. Without prior notice to youif: We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity, ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv. Any guaranty of your obligations to us ("Guaranty"} is terminated, revoked, or its validity contested by the guarantor ("Guarantor"}, v. Wedetermine in our solediscretion that a material adverse change has occurred in your abilityto perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d} below. 5.Service fees. You will pay usthe fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account 6.Security procedures. a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form"} or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i} any funds transfer or payment instruction {including any communication cancelling or amending an instruction}, and (ii} any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure isto verify the authenticity of the Transaction. We will not usethe Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneousor duplicate transaction we receive in your name. You agreeto be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service. b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a} best meets your requirements with regard to the size, type and frequency of your Transactions, and (b} is commercially reasonable. If you have refused to use any standard Security Procedure and elect a non.standard Security Procedure, then you must sign the Non-Standard Security Procedure Elections form. Page 2 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3D1457FBA51746B 7. Confidentialinformation. Unless otherwise stated inthe Service Documentation, "Confidential Information" means all (a) User Guides and Terms of Use, and (b) Security Procedures, passwords, codes, security devices and related instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service. You will: a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use. 8.Currency conversion. When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return. 9.CEO portal. a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled (each, an "Accessed Service") and (ii) third-party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel. b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log-On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions. Page 3 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B C.Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company Administrator(s) who will (a) assign Log-On Credentials to other individuals and (bl designate those individuals as one of the following: (1) A Company Administrator, who may perform all functions of your initial Company Administrator, (2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or (3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self-enroll. I Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll . 11.Bank administration. For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log-On Credentials to each User you designate. You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access d.Terminating access. We may terminate or restrict any Authorized Agent's access to any Service through the CEO portal if we determine such use: i. Does not comply with any term applicable to the CEO portal, ii. Is not permitted by Applicable Law, iii. Is not authorized by you or any third party whose authorization we believe is necessary, or iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be availableto you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial InformatIon, nor are we responsible for (i) the actions or omissions of the third parties developing ortransmitting Financial Information or (ii) any decision you make or action youtake by relying on any Financial Information. e. 10. Alerts. a. Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services sothat you can receive messages you subscribe to at the intervals and through delivery channels that you choose. 11. Liability and indemnification. a. We are not obligated to honor, in whole or in part, any payment order or other instruction that: i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, Page 4 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you, We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iii iv. Would possibly result in us not complying with Applicable Law. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection withtheServices, including anywarranty asto the merchantability or fitness for a particular purpose, other than those expressly set forth in theService Documentation Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of: The performance ofaService in compliance withtheService Documentation, including anywarranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense b. C. d. e. f. You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). g.Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other partyfor: i. Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of theclaim or action. When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer. h. Page 5 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law"). 13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment onthe award rendered bythe arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or afterthe pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section. 14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts. 15. a. Miscellaneous Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. Entire agreement. The Service Documentation (and any documents referred to therein): i. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable). Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 1 5 U .S.C. 57001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties’ approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation. b. C. d. e. Page 6 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Financial condition. You will provide us promptly upon our request any existing financIal statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to f US g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1 ) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised. h. Use of names. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. I You will notify us promptly in writing of any change in your name, Address, legal status, or any otheri changes relevant to the conduct of the Account or affecting your business relationship with us. ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv. Each party will have a reasonable time after receipt of any notice to act on it. Any communication or notice to us from your agent about your use of a Service will be deemed to be aV communication from you, and you authorize us to communicate with your agent about any such communication or Service vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation. 16. Survival. Sections 7, 9, 1 1 - 15 will survive termination of the Services and this Agreement. Page 7 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B APPENDIXX Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. - London Branch 2. Wells Fargo Bank, N.A. - Cayman Islands Branch Page 8 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B WELLS FARGO Check Collections Service Description Treasury Management Services November 8, 2019 Page 9 Master Agreement for Treasury Management Services DocuSign Envelope ID: 0C6F43FB-297C216AC-A3Dl-857FBA51746B Table of contents 03 Introduction 0 6 03 Services 03 Returned Item Service Wells Fargo Remote Deposit Capture and Image Delivery 2 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") providesto Company under this Service Description. "Company" is the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acce ptance") . The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Company's acceptance of the Service Documentation), c. The Master Agreement for Treasury Management Services ("Master Agreement") (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") Company uses in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which Company is enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instruct ions , and not ices). This Service Description andthe Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use oftheService confirms Company's receipt of an agreement to be bound bythe applicable Service Documentation . If an enhancement to the Service or other change requires a change to thisService Description, Bank will post an updated Service Description onthe CEO® portal. When required by applicable law, Bank will notify Company of the updat e. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. Services Returned Item 1.Description of Bank's Returned Items Services. A "Returned Item" is an Item that is returned to Bank unpaid after Company deposits it to an account at Bank (or another financial institution) that Company has enrolled in one or more of Bank's Returned Item Services (each, "Account"). Bank's Returned Item Services include a, Special Instructions regarding the handling of Com pany's Returned Items (section 3); b. Returned Item Decisioning through Bank's CEO® portal (section 4); c. Electronic Returns through which Bank submits Company's Returned Items as RCK entries in accordance with the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member, each as may be amended from time to time (together, "N ACH A Rules") (sections 5-10 ) d. e. f. Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 11-14); Returned Item Forwarding through which Bank forwards Returned Items Bank receives on Company's Accounts at Bank to Company's centralized returns processor (section 16); and Returned Item Service Fee Recovery through which Bank issues MICR drafts to recover service fees Company assesses on its customers in connection with Returned Items (section 17). 3 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297Czt6AC-A3Dl-857FBA51746B 2.Rules applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance wit h: a. The Service Documentation including without limitation the User Guidethat Bankmakes available to Company at www.wellsfargo .com ; and b. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks ("Reg CC"), Federal Reserve Board Regulation E ("Reg E") and, in the case of Bank's Electronic Returns Service, when Bank originates an RCK entry on Company's behalf, the NACHA Rules . 3. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank will process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time. 4.Returned Item Decisioning Service. When Company enrolls in Bank's Returned Item Decisioning Service , Bank will use the C£O® portal to notify Company of Returned Items Bank receives prior to the cut off time Bank separately discloses to Company each Business Day. Each Returned Item will be listed by the default disposition (redeposit or chargeback) Company separately selects. Prior to the daily deadline Bank separately discloses, Company will review the Returned Items and accept or change the disposition of each Returned Item Bank identifies as eligible for decisioning through the CEO® portal. Bank will process each Returned Item not accepted or changed by this deadline according to Company 's default disposition on file with Bank 5 Electronic Returns Service. When Company enrolls in Bank's Electronic Returns Service , Bank submits RCK entries for Company 's Returned Items that Bank, using a data-based decisioning method, has determined qualify as RCK entries under the NACHA Rules. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to Bank. The NACHA Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original item for which the RCK entry is initiated. If Bank incurs any liability for breaching any of these warranties, Bank will look to Company to reimburse Bank 6. 7. Authorization . Company represents and warrants to Bank that the issuer of any Returned Item has authorized Company to represent the Returned Item electronically and that such authorization is in all respects legally sufficient under applicable law. Rejected entries. In the event any RCK entry submitted on behalf of Company is rejected by the ACH for any reason and sufficient data is available to Bank to permit it to repair the RCK ent ry, Bank will make the repair. Company will provide to Bank on request all information necessary to repair any RCK entry or file of RCK entries. 8 Representment/returnedcheck fees. Company acknowledges that the NACH A Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each item it deposits to its Account at Bank or another financial institution will only be for the amount of the item, and will not include any amount for a representment/returned item fee or similar fee. Provisional credit . Any credit to Company's Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK ent ry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK entry or adjustment memorandum . Company authorizes Bank to debit any of Company's account(s) for the amount of any such returned RCK entry or adjustment memorandum. 9. 4 November 8, 2019 1 Check Collections Service DescrIption DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B 10. Reimbursement. Unless it results solely from Bank's negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against any and all Losses and Liabilities that Bank incurs either directly or indirectly, in connection with (a) the breach of any warranty Bank makes under the NACHA Rules or Company makes in the Service Descript ion , or (bl any action Company asks Bank to take in connection with Bank's Electronic Returns Service. 11. Centralized Check Return Service. When Company enrolls in Bank's Centralized Check Return Ser vice, Bank processes Returned Items from Company ’s Account(s) at Bank and financial institution(s) other than Bank with which Company arranges for Bankto provide the Service. Company will place a special endorsement on the back of each check or other item it intends to deposit with a financial institution other than Bank that, upon dishonor, it wishes to have returned to Company's Centralized Return Account at Bank. This endorsement is the "centralized returns endorsement". It will include all of the information required by 12 CFR 5229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit and , to the extent possible, conform to the form of such an endorsement. The centralized returns endorsement will be designed to be more prominent than the endorsement of the actual depositary bank and thereby increase the likelihood that the paying bank or other payor and any subsequent returning bank will identify Bank as Bank of first deposit . Bank, upon request, will supply Company with endorsement stamps or examples of endorsement stamps that satisfy the requirements of this section . 12.Relation of multiple endorsements. Company understands (a) the centralized returns endorsement is in addition to, and not in place of, the endorsement placed on an Item by the depositary bank; (bl the centralized returns endorsement may or may not obscure, in whole or in part , the endorsement placed on the Item by the depositary bank; and (c) the endorsement placed on each Deposited Item by the depositary bank may or may not obscure, in whole or in part, the centralized returns endorsement . Delayed returns; lost instruments; liability; indemnification. With respect to where to return checks, 12 CFR 99229.30(9) and 229.31{9), respectively, provide that paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either Bank or to the actual depositary bank. It also means there may be a significant delay in Bank’s receipt of a Returned Item Company, not Bank, issolely responsible for any and allclaims, damages, losses, and expenses of any kind including without limitation attorney's fees and costs (collectively, "Losses and Liabilities"} that may arise, either directly or indirectly, in connection with any delay inthe return of any Returned Item. 13 Company agrees to indemnify and hold Bank, its direct ors, officers, employees and agents (collectively, "lndemnified Persons") harmless from all Losses and Liabilities arising out of or in any way connected with acts or omissions by Bank or any such indemnified party in connection with the delay in the return of any Item deposited to Company's account at another financial institution . 14. Bank's right to chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to Company's Account at Bank or at another financial institution. 15. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Forwarding Service, Company will place its centralized returns endorsement identifying Company's centralized return processor on the back of each check or other item it deposits to its Account(s) at Bank that, upon dishonor and subsequent receipt by Bank, it wishes Bank to forward to Company's Centralized Return processor. Bank will forward Company's Returned Items that Bank receives to Company's centralized return processor. Company acknowledges the possibility of a delay in its centralized return processor's receipt of a Returned Item that is first received by Bank and agrees Section 13 of this Service Description including Company 's agreement to indemnify Indemnified Parties applies to Losses and Liabilities of any Indemnified Party in connection with Bank's Returned Item Forwarding Ser vice. ited to Company's Account at Bank or at another financial inst it ut ion 16. Returned Item Service Fee Recovery. When Company enrolls in Bank's Returned Item Service Fee Recovery Ser vice, Bank issues a MICR draft on the account of the issuer of a Returned Item in the amount to which Company and Bank separately agree will be Company's Returned Item service fee. Company represents and 5 November 8, 2019 ICheck Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B warrants to Bankthat Company has properly disclosed to all its customers that it assesses a servicefeefor checks returned unpaid for any reason. 6 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B 17. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless the Indemnified Persons from and against all Losses and Liabilities awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to: a. Any material breach in a representation, warranty, covenant , or obligation of Company contained in the Service Documentation; b. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank's Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company's obligations under the Service Documentation; c. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description; and d. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation. 18. Survival. Sections 5, 6, 8, 13, 15 and 17 of this Service Description will survive termination of the Service. Wells Fargo Remote Deposit Capture and Image Delivery 1.Description of service. The Service enables Company to create or process Electronic Checks from eligible paper checks and transmit the Electronic Checks in an electronic file ("Electronic File") to Bank for review and processing for credit to Company’s deposit account at Bank ("Account") in accordance with this Service Document at ion . An "Electronic Check" means an electronic image of, and electronic information derived from, an eligible U.S. Dollar paper item or check that conforms to ANSI X9 .100-187 . Bank's Reference Guide for the Service lists eligible U.S. Dollar checks (and ineligible checks). For each Electronic Check Bank determines is eligible for processing, Bank will: a. Create a substitute check conforming to ANSI X9.100-140 that Bank will present directly or indirectly to the bank (a) on which the original paper check to which the Electronic Check relates is drawn , or (bl at or through which the original paper check is payable (each, the "Paying Bank"); b. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank; or c. Post or present any Electronic Check for which Bank is the Paying Bank. Creating or processing Electronic Checks and transmitting Company's Electronic File to Bank. To create or process Electronic Checks and transmit Company's Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (bl Company's software and hardware or third-party provided software and hardware, provided each generates Electronic Checks and Electronic Files that meet Bank's then current standards and specifications. Any third -party processor Company uses to prepare and/or transmit Company's Electronic File is Company's agent, and Company will be responsible for ensuring its agent complies with Company's responsibilities under this Service Description. In part icular , each Electronic File Company's agent transmits to Bank will include only Electronic Checks payable or endorsed to Company, unless Bank expressly agrees to permit Company's agent to include Electronic Checks payable to customers of Company or Bank. Processing Company's Electronic File. Bank will review each Electronic Check and process the Electronic Checks Bank determines are eligible for processing on the Business Day Company transmits Company's Electronic File to Bank, if Bank receives Company's Electronic File before the processing deadline Bank separately discloses to Company ("Cut-Off Time") on that Business Day and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut-Off Time. "Business Day" is every day except Sat urday, Sunday and any federal holiday. 2. 3. 7 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297CJt6AC-A3Dl-857FBA51746B 4.Exception Checks. Each Business Day on which Bank processes Company's Electronic File, Bank may, without liability to Company, reject Electronic Checks Bank determines are ineligible for the Service (each, an "Exception Check"). "Exception Check" includes without limitation an Electronic Check that (a) is illegible or contains MICR data that is not machine-readable , (b) was previously processed as an Electronic Chec k, (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United St at es, (d) fails to conform to ANSI X9.10 0-187 , or (e) any Electronic Check other than one described in (a), (b), (,), or (d) of this section 4 that applicable law prohibits Bank from accepting through a remote deposit capture platform. Bank will notify Company of each Exception Check through Bank's Commercial Electronic Off ice® service or other communication channel at Bank's discretion. Company will deposit an Exception Check to Company's Account only by depositing the original Paper Check to which the Exception Check relates or as otherwise agreed by Bank and Company . Even if Bank does not identify an Exception Check when Bank processes the Electronic File that includes the Exception Check, the substitute check or purported substitute check Bank creates from the Electronic Check may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank's failure to identify an Exception Check will not limit Company's obligations to Bank under section 8. Deposits to Company"s Account. Bank will be deemed to have accepted each Electronic Check for deposit to Company's Account (other than any Exception Check) (a) on the Business Day Bank processes the Electronic Check (b) at the Bank office where Company's Account is maintained. Funds from these Electronic Checks will be made available in accordance with Bank's Funds Availability Policy applicable to Company's Account and will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. If an Electronic Check or substitute check is dishonored by a Paying Bank, Company acknowledges and agrees that Paying Bank may create and return to Company or its customers a return substitute check conforming to ANSI X9.100-140 in lieu of the originally presented Electronic Check or substitute check. Company acknowledges and agrees that if Bank receives a notice of nonpayment from Paying Bank with respect to an Electronic Check or substitute check presented for payment, Bank has no obligation to provide this notice to Company or its customers. Third-party processor.s 5. 6. a. General. This section contains additional terms applicable when Company is a third-party processor. Company is a "third-party processor" when it uses the Service either to (a) create and process an Electronic Check on behalf of a customer or (b) process an Electronic Check one of its customers has created and transmitted to Com party . Prerequisites for acting as a third-party processor. Prior to acting as a third-party processor with respect to any customer, Company will conduct due diligence appropriate to the type of customer (consumer or business). As part of Company's due diligence, at time a customer initially opens an account with Com pany , Company will obtain the customer's name, Taxpayer Identification Number, and address . In addit ion , Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program, (b) establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in its Anti-Money Laundering Program and (c) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Checks and maintaining the security of original Paper Checks; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Descript ion ; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Checks for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer's business. b 8 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B C,Risk parameters; ongoing monitoring. For each customer for which Company acts as a third- party processor, Company will, in accordance with reasonable commercial standards, monitor the cust omer's deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis and take appropriate actions with respect to the customer's account with Company, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company's Electronic File but Company is solely responsible for monitoring its customer's Electronic Checks Company's representations and warranties. Company represents and warrants to Bank Company will:7. Usethe Service only for eligible paper checks payable to or endorsed for deposit by Company or its customers (unless Bank expressly agrees otherwise); Transmit to Bank only Electronic Checks suitable for processing including without limitation legible Electronic Checks containing machine-readable MICR data; C.Not transmit to Bank any Electronic Check that duplicates an Electronic Check previously transmitted to Bank or that did not originate as an eligible paper check ; Maintain control over and sole responsibility for secure retention and destruction of each original eligible paper check for which Company or one of Com pany's customers has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the origInal paper check throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at alltimes; Not transmit to Bank, deposit to Company's Account , or otherwise negotiate any original eligible paper check with respect to which Company has transmitted an Electronic Check to Bank, unless Bank has notified Company that the Electronic Check is an Exception Check ; If Company uses an agent to create Electronic Items and/or transmit Company's Electronic File to Bank, Company will ensure its agent includes only Electronic Check payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Check payable to multiple customers of Bank; an If Company is a third-party processor as set forth in section 6 of this Service Description, comply with section 6 of this Service Description. 8.Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 8, "lndemnitees") from and against all liabilit ies, losses, damages , claims, obligations, demands, charges, cost s, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collect ivel y, "Lossesand Liabilities") by Indemnitees arising directly or indirectly from or related to: Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper check for which Company has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in st orage) , in which event Losses and Liabilities will include without limitation consequential damages; a b. C. Any material breach in a re presentat ion , warranty, covenant , or obligation of Company contained in this Service Description; Bank acting as a “reconvert ing bank" under the Check Clearing for the 21 st Century Act through the creation of "subst it ute checks" or purported substitute checks using an Electronic Check, an Exception Check or an Electronic File, in which event Losses and LiabilitIes will include without limitation consequential dama ges; and Bank posting or presenting an Electronic Check for which Bank is Paying Bank or presenting an Electronic Check to the Paying Bank for payment. d. 9 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Company will further indemnify, defend, and save harmless Indemnitees from and against all Losses and Liabilities by Indemnitees arising directly or indirectly from or related to Regulation CC (12 CFR Part 229) or Regulation J (12 CFR Part 210) as fo llows : i. Bank warrants to a warrantee that (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check ("Image Quality Warrant y") and (ii) the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check , an Electronic Returned Check, the original check , a substitute check, or a paper or electronic representation of a substitute check , such that the warrantee will be asked to make payment based on a check it has already paid ("No Double Debit Warranty"). In the case of transfers for collection or payment , Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. In the case of transfers for ret urn, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to a breach of any of these warrant ies, Company will indemnify the Indemnitee and not hold it responsible or liable. Through Bank's providing the Service to Com party, Bank is required to indemnify a depository bank that accepts the original paper check from which an Electronic Check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such depository bank indemnity obligat ion , Company will indemnify Indemnitee and not hold it responsible or liable. ii iii. If Bank transfers or presents an "elect ron ically created item " and receive settlement or other consideration for it, Bank is required to indemnify each transferee bank, any subsequent collecting bank , the paying bank , and any subsequent returning bank against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such electronically created item indemnity obligat ion , Company will indemnify Indemnitee and not hold it responsible or liable 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. 9. 10 . Additional controls on Company . a.General. In FIL-4-2009, Risk Management of Remote Deposit Capture ("RDC") Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal controls at Company 's locations, (bl periodically audit or require audits of Company's RDC operations including Company's IT infrastructure at Company's expense , and (c) request additional information about Company. b. Company's Internal Controls. Company will establish internal controls related to Company's RDC operat ions . Upon reasonable request , Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal cont rols. 10 November 8, 2019 1 Check Collections Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B c. Company's Consumer Complaints. Bankmay upon reasonable prior notice to Company request information about : i. Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer com plaint s"), ii. The number of consumer complaints Company received in the prior calendar quarter, and iii. The then current status of each consumer complaint. 11. Survival. Sections 7 and 8 of this Service Description will survive termination of the Service. TM-1426 Commercial Eiectronic OffIce ("CEO’' ) Service Description eDOCS#9959655 Revised 10-22- 20 lg Page 1 of 3 DocuSign Envelope ID: 0C6F43FB-297CJj6AC-A3Dl-857FBA51746B COMMERCIAL ELECTRONIC OFFICE®("CEO"®)SERVICE WELLS FAItGO DESCRIPTION 1.Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Commercial Electronic OfficeqD service ("Service") and includes: (a) this Service Description; (b) (C) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); the Master Agreement for Treasury Management Services ("Master Agreement"); (d)the account agreement governing the account(s) Customer uses in connection with the Service; and (e)User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® ( CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. 2.Description of Service. The CEO® portal is Bank's electronic banking portal that is accessed via the Internet. Authorized Representatives (see section 3) may use the CEO® portal to access (a) Bank Services in which Customer has separately enrolled (each, an "Accessed Service") and (b) third-party sites Bank may make available through the CEO® portal. Bank offers different channels through which Customer may access the CEO® portal that may include without limitation personal computers and mobile devices. Bank may add or eliminate channels at any time. A Bank Service or third party site accessible through one channel may not be accessible through another channel. The Service Documentation includes the Service Description for each Accessed Service. In the event of a conflict between the Service Description for the Accessed Service and this Service Description, the Service Description for the Accessed Service will control. 3.Access to the CEO®) portal. When Customer enrolls in the CEO® portal and as Bank may determine is necessary after enrollment, Bank will (in accordance with section 4) provide one or more secure means of accessing the Services (each , a "Log-On Credential") to the persons who are authorized to access the CEO® portal on Customer's behalf (each an, "Authorized Representative") Log-On Credentials may include without limitation Customer and user IDs, passwords, token IDs and other means of providing secure access to the CEO® portal Service that Bank adopts after the date Customer begins using the CEO® portal and may be changed by Bank at any time. Bank will have no obligation to Customer to verify or authenticate separately any communication Bank receives in Customer's name through the CEO® portal, whether or not an Authorized RepresentatIve actually issued the communication Bank may, at Bank's sole option, contact Customer with respect to any communication Bank receives in Customer's name, but Bank's election to contact Customer with respect to one or more communication will not TM-1426 Commercial Electronic OffIce (’'CEO" ) Service Description eDOCS#9959655 Revised 10-22- 2019 Page 2 of 3 DocuStgn Envelope ID: 0C6F43FB-297Cz+6AC-A3Dl-857FBA51746B obligate Bank to contact Customer with respect to any subsequent communication Bank receives in Customer's name. 4.Administration of the CEO(B Portal. 4.1 . 4.2. General. Bank offers two options for administering the C£O® portal: (a) self- administration and (b) Bank administration. Self-Administration. If Customer enrolls in Bank's self-administration option, there are three categories of Authorized Representatives: Customer Administrator, Administrator or User. Unless Customer and Bank separately agree, Bank provides Bank's then-current Log-On Credentials only to Customer's initial Customer Administrator(s) who will (a) assign Bank's Log-On Credentials to other individuals and (b) designate each such individual as (i) a Customer Administrator, who may perform all functions of Customer's initial Customer Administrator; (ii) an Administrator, who may perform all the functions of an Administrator including without limitation designating other Administrator(s) and User(s); or (iii) a User, who may access those Services as designated by a Customer Administrator or an Administrator and those in which Bank permits a User to self-enroll. Each Customer Administrator and Administrator has the authority to enroll Customer in additional Services. Customer will promptly revoke the Log-On Credentials of any Authorized Representative when that individual is no longer an Authorized Representative. Customer and Bank may agree separately that in addition to Company's use of self-administration as described in this section 4.2., Company may request that Bank assign Bank’s then-current Log-On credentials to each User Customer designates in writing to Bank as Bank would if Customer elected Bank administration under section 4.3. Customer’s designation to Bank will specify the Services which the User is authorized to access in addition to those Services in which Bank permits a User to self-enroll. Each User to whom Bank assigns Log-On credentials will remain authorized until the eadier of the removal of the User by Company through self-administration or by Bank through Bank administration within a reasonable time after receiving Customer's written notification that the User is no longer so authorized. 4.3. Bank Administration. If Customer does not enroll in Bank's self-administration option, there is one category of Authorized Representatives : Users. Bank will assign Bank's then- current Log-On credentials to each User Customer designates Each User Customer designates will remain authorized until Bank has a reasonable time to act after receiving Customer's notification that the User is no longer so authorized. 5.Restricting or Terminating Access to the CECX®Portal. Bank will not be obligated to permit any Authorized Representative to use any Service through the CE(Jg) portal if Bank determines such use is (a) not in accordance with any term applicable to the C£O®portal, (b) not permitted by Applicable Law, (c) not authorized by Customer or any third party whose authorization Bank believes is necessary for such use, or (d) should be denied for Customer's or Bank's protection (without Bank's agreeing to, or being required to, make this determination in any circumstance). Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") may be available to Customer at the C£O® portal. The posting of any Financial Information or any other information or data at the CEO® portal 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 (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) for any decision made or action taken by Customer in reliance on any Financial Information. 6 TM-1426 Commercial Electronic OffIce ("CEO" ) Service Description eDOCS#9959655 Revised 10-22- 2019 Page 3 oF 3 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 7. Alerts. 7.1 Non-subscribed alerts. When Customer enrolls in the CEO® portal or other channels or Services, it consents to receiving by email or other delivery channels, servicing messages that Bank determines are important or urgent. Customer does not need to subscribe to receive such alerts and it does not pay additional service fees. 7.2 Subscribed alerts. Customer may also enroll in fee-based alerts for applicable Services so that Customer can receive messages it subscribes to at the intervals and through delivery channels that it chooses. 8.Cash Flow Analysis Service. This section contains additional terms applicable to Bank’s Cash Flow Analysis Service. This Service enables Customer to view and use certain data for global cash positioning and forecasting and journal entry. Bank will automatically populate data from Customer's deposit account(s) at Bank and other financial institutions Customer directs to provide data to Bank. Customer may also manually populate data. Bank will not verify the accuracy or completeness of data from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance . If Customer uses this Service to convert balances to a currency other than the currency in which the account is denominated, the conversion rate used through the Service may differ from the conversion rate actually used when the funds are converted on a given Business Day. 9.Customer's Representations and Warranties. Customer represents and warrants to Bank: 9.1 Customer's governing body has duly authorized each Authorized Representative, regardless of whether Customer enrolls in Bank's self-administration option, Bank administration or whether the individual is designated to act as Customer Administrator, Administrator or User; and 9.2 Customer will preserve the confidentiality of the Log-On Credentials and immediately notify Bank if Customer becomes aware or suspects that any Log-On Credential may have been compromised. 10.Customer's Agreement to Indemnify Bank. Customer will indemnify and hold Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents harmless from and against all losses, damages, claims, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by any of them arising directly or indirectly from or related to any material breach in a representation , warranty, covenant, or obligation of Customer contained in this Service Description. 11.Survival. Sections 3, 4, 5, 6, 8, 9 and 10 will survive termination of the Service. TM-1426 Commercial Electronic OffIce ("CEO'' ) Service Description eDOCS#9959655 Revised 10-22- 2019 Page 4 of 3 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Commercial Depository Service Description Treasury Management Services o 2019 Wells Fargo Bank, N.A. All rights reserved. TM-1426 Commercial Electronic OffIce (’'CEO" ) Service Description eDOCS#9959655 Revised 10-22- 2019 Page 5 of 3 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N .A. ("Bank ") provides you the services described below. "You ," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acce ptance"). The terms "we," ''us," or ’'our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service ") covered by this Service Description is: • Commercial Depository • Saf eVantage® The Service Documentation includes: a. The Service Description (which contains terms andconditions applicable to the Service), b. The SafeVantage Service Setup Form (the "SafeVantage Setup Form"), c. The Acceptance (which indicates your acceptance of the Service Documentation), d. The Master Agreement (which contains terms and conditions applicable to all services), e. The Account Agreement governing your account that you use for the Service (" Account "), i The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and g. User Guides (which include Terms of Use, soft ware, software licenses, price schedules, specifications , inst ruct ions, andnotices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Off/ce® (CEO ®) portal. If there is a conflict among the documents that are part of the Service Document at ion , they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Document at ion . Commercial Depository Service 1. Description of services. With the Service, you may: a, Order Cash we prepared and make such Cash available to your Agent at our cash vault, and b. Deliver currency , coin , checks and other negotiable instruments to our cash vault or Night Depositories for processing. 2.Cash orders from our cash vault a, Cash Re quests. You may make a Cash Request of a Cash Shipment. The Cash Shipment will be made available to your Agent in Cash Bags at our cash vault. We are authorized to act upon any Cash Request we receive in accordance with this Service Description, and which we believe in good faith has been made by one of your Authorized Representat ives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Re quest. b. Making Cash available to your Agent. We are authorized to make Cash Shipments available to any person we in good faith believe to be your Agent. We will have no further responsibility, and you assume all risk of loss for Cash made available to any such person. We will make Cash Shipments available only at the locations , on days, and during the hours published by us from time to t ime. We reserve the right to suspend the Service at any time without notice. 2 1 Commercial Depository Service Description IRevised Januar y 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B C.Your Authorized Representatives. You will promptly certify to us the identity of each Authorized Representative. You will give prior written notice to us of any change in the authority of any Authorized Representative. We will be fully protected in relying on each such notification and on your obligation to promptly notify us of any change in the status of the Authorized Representative. We will have a reasonable period of time to act after receiving such notification. Security procedures. For requests made in writing or by fax, operator-assisted telephone call or transmission, a Customer ID assigned by us is required. For CEO request s, you must have Log-On Credentials. For touch-tone/automatic response telephone requests, a Passcode is required. Operator limits may also be required. It is your responsibility to establish internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, Log-On Credentials and Passcode(s). Such internal procedures include without limitation requiring users to maintain such number(s) and codeCs) in strict confidence. You will notify us immediately in the event a breach of security is suspected . Debit of Account. On each Business Day that we make a Cash Shipment available to your Agent, we are authorized to debit your Account for the aggregate amount of the Cash Shipment. You will maintain collected balances in the Account sufficient at all times to fully cover any debit. We have no obligation to release a requested Cash Shipment or any portion thereof to your Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Cash Shipment when it is to be made available to your Agent. If you fail to specify your Account to us, we may debit any account which you maintain with us for the amount of a requested Cash Shipment. Packing slip; differences in shipment amount. A packing slip will be included with each Cash Shipment which st at es: i. The aggregate amount of the Cash Shipment, ii. The overall number of containers included in the Cash Shipment, and iii. The number of containers delivered to your Agent for transmittal to you. d. e. f. For each Cash Shipment we make available to your Agent , you will notify us immediately in writing of any difference between the amount specified on the packing slip for that Cash Shipment and the amount, as counted by you, of the Cash Shi pment. In the event that the difference cannot be resolved, our count of the amount of the disputed Cash Shipment will be conclusive and binding on you. 3.Cash vault processing. The following procedures will govern delivery of Deposit Shipments to our cash vault locations and our processing of such Deposit Shipments Delivery by your Agent. You will deliver Deposit Shipments in Deposit Bags to one of our cash vaults via your Agent . You are responsible for making all arrangements with your Agent for delivery of Deposit Shi pments, and you assume all risk of loss while a Deposit Shipment is in the possession of your Agent. We may accept Deposit Shipments from any person we believe in good faith to be your Agent. The delivery of a Deposit Bag to us or our receipt of it on a manifest will not be deemed proof of our receipt of the contents listed on the deposit slip contained in the Deposit Bag or your records. We will have no responsibility for any Deposit Bag or its contents delivered to one of our cash vaults until we accept the Deposit Bag in accordance with our procedures and we count the contents of the Deposit Bag. Delivery procedures. When you deliver a Deposit Shipment to our cash vault , you agree you (and/or your Agent) will do thefollowing: i. Deliver Deposit Bags only at the locations , on the days, and during the hours published by us from time to time. ii. Properly endorse all checks and other negotiable instruments included in a Deposit Shi pment, iii. Use only Deposit Bags approved by us that are properly secured, iv. At the time of delivery, your Agent will provide us with a delivery manifest which specifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag, a b 3 1 Commercial Depository Service Description I Revised Januar y 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B v. Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains , and vi. Retaina copy of the receipt or other document covering each Deposit Bag you deliver to your Agent for at least one year from the date of delivery. You agree you will only use Deposit Bags for the deposit of Items. You will not use Deposit Bags in any unauthorized manner or for any unlawful purpose. As to any property other than Items included in a Deposit Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. C.Cutoff Time; AccountDeposits. If a Deposit Shipment is received at one of our cash vaults on a Business Day before the Cutoff Time for that cash vault, the total amount of the deposits in such Deposit Shipment will be credited on that Business Day to the Account specified on the deposit slip for that Deposit Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after the Cutoff Time, the total amount of the deposits in that Deposit Shipment will be credited to the Account on the next succeeding Business Day. We will not deposit any Items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Deposit Shi pment. Processing of Deposit Shipments. You authorize us to open each Deposit Bag, count the cont ents, credit the amount of Items to the Account with us indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with our customary procedures. All deposits are subject to verification , and our count of the Items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will ar ise between you and us until the count has been completed and the deposit credited to the Account. You acknowledge that you have had an opportunity to have our applicable count and verification procedures explaine d to your Authorized Representative and agree that the same will be deemed commercially reasonable. Adjustment procedures. If the aggregate amount of the Items in any Deposit Shi pment, as counted by us, is less than the amount reported on the deposit slip covering that Deposit Shipment, we will debit the Account specified on the deposit slip by such difference and report the difference to you. If that Account has an insufficient collected and available balance to cover the debit, we will debit any of your other accounts with us for the diff erence. You agree to promptly reimburse us for the difference (or any portion thereof) for which there are insufficient available balances in your accounts with us. If the aggregate amount of the Items in any Deposit Shi pment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shi pment, we will credit the Account specified on the deposit slip for the difference and notify you. d, e 4.Night Depository delivery and processing. The following procedures will govern Night Deposits, and our processing of Night Deposits: a. Night Depositories; issuance of keys. You may make Night Deposits to your Account by placing the Items to be deposited into a Night Bag and then placing the Night Bags in the Night Depository . Each of your offIces listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Branch. You will designate to us in writing the individuals to receive the key for each of your off ices. We may require such individuals to sign a receipt for the keys they recet ve . 4 1 Commercial Depository Service Description I Revised Januar y 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B b.Contents of Night Bags; deposit of Night Bags. You agree that Night Bags will be used only for the deposit of Items, and will not be used in any unauthorized manner or for any unlawful purpose. If any property other than Items is included in a Night Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. Each Night Bag must contain one or more deposit slips which i. Lists all the Items contained in that Night Bag and their total dollar amount, and ii. Identifies your Account to which the dollar amount of the deposit is to becredited. At the time each Night Bag is placed in a Night Depository you agree to securely close each Night Bag, place it completely in the Night Depository and securely lock the Night Depository . C.Processing of Night Deposits. We may open each Night Bag and remove its contents without you or any of your representatives present. The contents of each Night Bag will be processed in accordance with our standard procedures. The Cutoff Time for deposits made through the Night Depository may be different from that for deposits made at the teller line. You understand and agree that the contents of a Night Bag will not be credited to the Account , nor will the relationship between you and us be that of a debtor to a creditor with respect to any Item in a Night Bag, until we have accepted the Item for deposit into the Account after counting all the Items in the Night Bag and calculating the total dollar amount of all such It ems Counting and adjustments. If your records regarding the total dollar amount of the Items in any Night Bag differ from our calculation of the total dollar amount of the Items in the Night Bag, you have the burden of proving that your records show the correct amount in the Night Bag or our total will be accepted as final. If there is a difference between our total and your total for the amount of Items in a Night Bag (as shown on the deposit slip(s) in the Night Bag), we will send you a statement indicating the amount of the difference. In the event that the difference cannot be resolved, our count of the dollar amount will be conclusive and binding on you. Claims of lost or stolen Items. You agree that you will have total responsibility for each Night Bag and its contents until the Night Bag has dropped completely into a Night Depository . You agree to notify us immediately if you determine that any Night Bag or any Item in a Night Bag has been lost or stolen while at one of our Branches. You will have the burden of proving the amount of any Item which you claim was lost or stolen while it was at a designated Branch and that disappearance of the Item occurred while it was at the designated Branch. d. e. 5.Special instructions. You may notify us in writing of any special instructions relating to cash orders or deposits of Items at our cash vault or Night Depositories . We may at our option accept or reject the instructions and so notify you. Even if acce Pt ed, we may stop complying with the instructions upon prior notice to you if we believe continued compliance would increase our costs or risks, interfere with our established or revised procedures, or diminish the efficiency of our operations. You will be solely liable for any loss attributable to increased risk resulting from a special instruction. 6. Further assurances. You agree to do all acts we may consider reasonably necessary or desirable to implement and carry out the intent of this Service Descript ion. You agree to provide us with information we request regarding any Deposit Shipment , including any information necessary to filea Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment. 7.Representations and warrant ies. To be eligible to make Deposit Shipments at a cash vault or Night Depository, you represent and warrant to us at the time of the delivery of each Deposit Shipment t hat: a. Deposits for own account. You make Deposit Shipments for your sole account and do not directly or indirectly make any Deposit Shipments on behalf of any other party, unless you have previously disclosed such party to us and we have approved such party in writ ing, in our sole discretion. 5 1 Commercial Depository Service Description 1 Revised Januar y2, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B b. No deposits from outside the United States. You do not make DeposIt Shipments from any source known, or which upon reasonable inquiry would be known to you, to be outside the United States. c. No business as a foreign exchange house. You do not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio. 8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures. 9. Termination of Services. We may immediately terminate this Service in whole or in part in the event of your breach of any representation or warranty in section 7 (Representationsand warranties). Otherwise, we may terminate this Service upon sixty (60) days prior notice to you. 10. Survival. Sections 2(e), 2(f), 3(d), 3(e), 4(d), 4(e) , 6 and 9 will survive termination of this Service. SafeVantage® Service 1.Description of Service. We make the SafeYaEtage Service available to you in connection with the Commercial Depository Service described above in this Service Description. With the SafeVantage Service, we will provide provisional expedited credit to you for the Cash currency properly deposited into the Equipment's currency acceptors. Following our receipt of a Safe Re port, we will provide provisional expedited credit to your Account in the total amount set forth in such Safe Report . Credits will only be applied on Business Days in accordance with the SafeVantage Setup Form. Currency and other Items inserted using the manual envelope drop of the Equipment will not receive provisional expedited credit, and will be processed and credited in accordance with the cash vault processing procedures for the Commercial Depository Service, as described above in this Service Description. 2.Conditions to provision of our SafeVantage Service. As conditions to our provision of the SafeVantage Service: a. You must enter into a Vendor Agreement , b. We must agree that the Equipment is suitable and compatible, in our sole discretion, for the SafeVantage Service, and c. You must agree to use the Equipment in accordance with the Vendor Agreement and as instructed by us as necessary from time to time in connection with the SafeVantage Service . You acknowledge that we are not providing the Equipment and have no obligation or liability with respect to the Equipment or any service related thereto other than the SafeVantage Service. 3.Ownership of Cash. You agree that Wells Fargo-Owned Cash is our Cash currency and will not at any time be your property or the property of any other person, including your Agent . No person, other than us and our Representatives, shall have any possessory or ownership rights to Wells Fargo-Owned Cash under Section 362 or Section 541 of the U.S. bankruptcy code. You shall take all actions necessary, and all additional commercially reasonable actions that we request to ensure and evidence that Wells Fargo-Owned Cash remains our sole and exclusive property. You agree that neither you nor your Agent will commingle Wells Fargo-Owned Cash with Cash currency owned by another financial institution or any other person. 6 1 Commercial Depository Service Description I Revised Januar y2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 4, Access to Cash. You agree that physical access to Wells Fargo-Owned Cash will be restricted to: a. Your Agent solely for the purpose of performing services in accordance with the Vendor Agreement, and b. If applicable, a maintenance service provider solely for the purposes of providing routine maintenance services or repairs on the Equipment. You agree that we will, at alltimes, have control and immediate access to all Wells Fargo-Owned Cash by having : (1 ) the ability to recall any of the Wells Fargo-Owned Cash the same Business Day as the day of the request; and (2) unfettered and immediate access to the Wells Fargo-Owned Cash upon your financial distress as determined in our sole discretion. You agree to fully cooperate with us and our representatives in connection with our access to Wells Fargo-Owned Cash, including instructing your Agent to deliver Wells Fargo-Owned Cash to one of our cash vault locations if and as requested by us. You release us and our representatives (including without limitation any armored carrier engaged by us) from any and all Losses arising out of or related to our representative acting on our request or direction to access Wells Fargo-Owned Cash on our behalf and/or to deliver the Wells Fargo -Owned Cash to us, except to the extent any Losses arise from the gross negligence or willful misconduct of our representative. Our representative shall be a third party beneficiary of the release described above in this sect ion . 5. Risk of loss. You are responsible for all risk of loss and liabilityfor Wells Fargo-Owned Cash that is not at one of our cash vault locations, including but not limited to loss, damage or contamination of Wells Fargo-Owned Cash, theft or destruction of Wells Fargo-Owned Cash, malfunction of the Equipment or you, your Agent's or any of your representat ive's negligence or willful miscon duct . 6.Adjustments. If the total amount of the Cash currency processed and verified for a Safe Report is less than the amount reported for such Safe Report, we may debit the Account without notice to you. If the Account has insufficient funds to cover the debit,we may debit any of your other accounts with us for the difference, and you agree to promptly reimburse us for the difference (or any portion thereof) upon our demand, without setoff or count erclaim. If the total amount of the Cash currency processed and verified for a Safe Report is more than the amount reported on such Safe Report, we will credit the Account for the difference without notice to you. If your Vendor Agreement provides any guarantees or other protection for the contents of the Equipment including Cash currency deposited through the currency acce pt ors, we reserve the right to require you to file a claim with such vendor before making any claim against us. 7. Reimbursement. Unless it results solely from our negligence or willful misconduct, you will reimburse us for Losses we incur from (a) providing the SafeVantage Service to you in accordance with this Service Description, or (bl an action you ask us to take in connection with the SafeVantage Service and this Service Description. You authorize us to recover any such amount by debit to your accounts with us or our affiliates. 8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures . 9.Survival. Sections 3 - 7 will survive the termination of the SafeVantage Service . 10. Notice. You agree to provide us immediate notice of any default or breach of the Vendor Agreement by you or the vendor or termination of the Vendor Agreement . 11. Termination. Either party may terminate the SafeVantage Service in accordance with the terms of the Master Agreement. In addition, if the Vendor Agreement is terminated for any reason, the SafeYantage Service will automatically terminate, unless otherwise agreed by you and us. 7 1 Commercial Depository Service Description I Revised Januar v 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Glossary Account Agreement means the applicable account agreement governing your Account. Agent means an armored car service approved by us or, in Alaska only, the U.S. Postal Service, in each case, acting as your agent. Applicable Law is defined in section 3 of the Master Agreement . Authorized Representative means (a) any person you authorize us to communicate with regarding authorization codes or other security procedures for this Service; (b) your Agent authorized to accept delivery of Cash ; and (c) where applicable, the persons who are authorized users of this Service. Branch means one or more of our branch locations listed on our Night Depository Set-up Form. Business Day means every day except Saturday, Sunday and federal holidays. Cash means U.S. denominated currency and coin. Cash Bag means bags or other containers into which Cash Shipments are placed. Cash Request means a request you make to us in writ ing, telephonically by operator-assisted call or by touch tone/automated response, or electronically viatransmission ,fax,orourCommerc/a/E/ecfron/cOff/ce® (CEO®) portal for a Cash Shipment in the amount you specify. Cash Shipment means shipments of Cash in Cash Bags in accordance with this Service Descript ion. CurrencyTransaction Report isdefi ned inthe regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to t ime. Customer ID is a unique identifier given to you by us for each of your locations enrolled in the Service. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Deposit Bag means bags or other containers into which Deposit Shipments are placed. Deposit Shipment means your delivery of Items in accordance with this Service Description. Equipment means certain units of safes provided by vendors, in each case, acceptable to us. Items mean, collectively, Cash, checks and other negotiable instruments properly endorsed by you. Losses means allliabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and courtfees). Master Agreement means the Master Agreement for Treasury Management Services. Night Bag means disposable bags used for Night Deposits. Night Deposit means your delivery of Items to our Night Depositories in accordance with this Service Descript ion . Night Depository means the night depository receptacle at one of our Branches I Commercial Depository Service Description IRevised Januar y 2, 20208 DocuSign Envelope ID: 0C6F43FB-297Cd46AC-A3Dl-857FBA51746B Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Deposit ory Passcode means a code established to access our Telephony Interface Unit via the telephone number we provide to you. Safe Report means a transmission report from any unit of Equipment stating the amount of Cash currency inserted into the Equipment's currency acceptors. Vendor Agreement means a valid and binding agreement with a vendor, acceptable to us, for the provision of the Equi pment. Wells Fargo-Owned Cash means all Cash currency located in the Equipment and the amount of Cash currency removed from the Equipment for delivery to us by your Agent, in each case, for which we have given you provisional expedited credit . 9 I Commercial Depository Service Description IRevised Januar y 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B WELLS FARGO Information Reporting and Image Delivery Service Description Treasury Management Services November 8, 2019 10 1 Commercial Depository Service Description I Revised Januar y2, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms ’'we,’' "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Sewice") covered by this Service Description is: • Information Reporting and Image Delivery The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service) , b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e, The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f, User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and not ices). The documents and individual provisions of the Service Documentation are intended to be read together asone agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation, Information Reporting and Image Delivery 1.Description of services. With this Service we make data regarding transactions and/or images of Items posted to or processed through your Accounts available to you in order to provide you with timely information on your Account activity. We refer to the data and images as "information." The information and reports you can access are described in the User Guide for the Service. If you elect to use the Cash Flow Analysis Service (described further in the User Guide for the Service), you may also manually populate external data you want to view through this Service. The methods we use to make information available to you (and we may remove or add methods from time to time) include without limitation BAI File Transfer, InfoFax fa x/email , SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine-to- Machine , our CEO port al, and an Application Programming Interface ("API") through the Wells Fargo Gat eway The Master Agreement (which contains terms and conditions applicable to all services), i. Posted to or processed through the Account, it. Cashed or collected by us or accepted for deposit to the Account , and iii Returned unpaid to the Account. 2 1 November 8, 2019 1 Information Reporting and Image Delivery Service Description DocuSign Envelope ID: 0C6F43FB-297C':16AC-A3Dl-857FBA51746B Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service. 2.Accuracy of Information. a.We will not verify the accuracy or completeness of: (i) information from other financial inst it ut ions, (ii) information you manually populat e, or (iii) cash forecasting info rmat ion . Forecasting information is not a guarantee of actual performance. Account balances and other information that reflect intraday activity on your Account may differ from the available balance as determined under our funds availability policy (as described in the Account Agreement) and by our internal risk parameters. b. 3.Software Sublicense. If a software license or sublicense is required for you to access the Service ("Software Sublicense"), we will make the terms of the Software Sublicense available to you as part of the set up process for the Service . You will be required to accept the Software Sublicense before being allowed to access the Ser vice. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense. 4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement. Glossary Account means your account(s) with us used in connection with the Services. Account Agreement means the applicable account agreement governing the Account. ACH means automated clearing house. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Item is defined in the Account Agreement. Master Agreement means the Master Agreement for Treasury Management Services. 3 1 November 8, 2019 1 Information Reporting and Image DeliverY Service Description DocuSign Envelope ID: 0C6F43FB-297Cd+6AC-A3Dl-857FBA51746B WELLS FARGO Wire Transfer Service Description Treasury Management Services 4 1 November 8, 2019 1 Information Reporting and Image DeliverY Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms ’'we," '’us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Wire Transfer The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b, The Acceptance (which indicates your acceptance of the Service Documentation), c, The Master Agreement (which contains terms and conditions applicable to all services) , d. The Account Agreement governing the Account , e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and User Guides (which include Terms of Use, sof t ware, software licenses, price schedules, specifications, instructions, and notices). f The documents and individual provisions oftheService Documentation are intended to be read together asoneagreement between you and us.ThisService Description andthe MasterAgreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by,thisService Description and allService Documentation . Wire Transfer Service 1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the t ransact ion. 2. Preparation of payment orders; processing schedules. You will prepare each Payment Order according to guidelines we separately make available from time to time. You will use the applicable Security Procedure when you send a Payment Order to us. We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be execut ed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure. a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable. 2 November 20, 2019 IWire Transfer Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 3.Inconsistency in nameand number. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named a b 4.Authorization to pay. You authorize us to: a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution dat e. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates. You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 5.Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice. 6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you. 7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellat ion , amendment or reversal by you, except we may, at your request, make an effort to cancel, amend or reverse a Payment Order without incurring any liability for our failure or inability to do so. 8.Drawdown requests. A "drawdown request" is an instruction from you to another depository institution to debit: a. An account at that institution and transfer the funds to us (an "outgoing drawdown request"), or b. The Account and transfer the funds to that institution (an "incoming drawdown request") In this Service description, "Payment Order" includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT CHIPs or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it. 3 November 20, 2019 IWire Transfer Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 9.Limitation of liability. We will not be liable for any third party's failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days' interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description. 10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services. Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Ser vice Master Agreement means the Master Agreement for Treasury Management Services. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. 4 November 20, 2019 IWire Transfer Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Lockbox Service Description Treasury Management Services c 2019 Wells Fargo Bank, N.A. All rights reserved. 5 November 20, 2019 IWire Transfer Service Description DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service ") covered by this Service Description is:• Lockbox The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service) , b. The Acceptance (which indicates your acceptance of the Service Document at ion) c, The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and User Guides (which include Terms of Use, soft ware, software licenses, price schedules, specificat ions , instructions, and not ices). f The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Of fice® (CEO ®J portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Lockbox Service 1.Description of lockbox service. a.With this Service we provide you with a lockbox ("Lockbox'’) and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below). The Service will start after we have assigned the Lockbox Address to you, you have opened your Account , delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information ordocuments. You will instruct your customersto mail Checks and Charge Authorizations (if applicable) to the Lockbox Address , orfor overnight delivery to the applicable street address. You will also instruct your customers and other payers not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. We or our agents will have exclusiveand unrestricted access to the Lockbox. b, d. 2. Lockbox processing a. Processing remittance materials. i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6. 2 1 December 1, 2019 1 Lockbox Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1 ) by automated means when a scannable Invoice is included with the Check ("Automated Processed Check") and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included ("Manually Processed Check"). Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement. Payments processed by automated means. Except as set forth in section 2(c) (ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount , any postdating or staledat ing, missing information or alterations on the Check, as described in the User Guide . ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time Payments processed manually. Except as set forth inyour Business Rul es, each Manually Processed Check will be deposited in your Account, except An Exception Manual Check,1 A Manually Processed Check that has been altered (subject to section 2(e) below), You specifically instruct us to the contrary using the Decisioning Module described in section 3, and 2 3 You have given us a written list of acceptable payee names and the payee name on4 the Manually Processed Check does not match an acceptable payee name. Alt erat ions. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as "Paid in Full." Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). Rejected remittance materials. Unless you elect otherwise in writ ing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. b. C. d. e. f. g. h. 3.Decisioning module. If you elect to use our Decisioning Module for the Service , you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessable (each, an "Unprocessable Check"). Each message related to the processing of an Unprocessable Check (your "Decisioning Instruction") must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. "Default Option" means your election for us to take one of the following actions for any Unprocessable Check: a. "Deposit all," meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect ot herwise), or b. "Reject all," meaning we reject the Unprocessable Check and return it to you as described in section 2(h). 3 1 December 1, 20191 Lockbox Service Description DOCuSign Envelope ID: 0C6F43FB-297CJ}6AC-A3Dl-857FBA51746B 4.Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement : a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing info rmat ion , b. We will not process aCharge Authorization and will return it to you if any required information is missing or it is illegible, c. We will seek approval from the issuer of the credit card for the payment on the Charge Aut horizat ion d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to. 5.Virtual lockbox service. a. Description of service. When you enroll in our optional Virtual Lockbox Service you can: Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description ("RDC Service Description"), which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b.Processing. Business Rules. If you and we have agreed to Business Rules to apply during the processing ofI your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entry related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files. 6.Imaging and retention. Imaging and access to images. Unless you and we agree otherwise, we will electronically image alla Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date. You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period. c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages. 4 1 December 1, 2019 1 Lockbox Service Description DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 7.Representationsand warranties. You represent and warrant to us that: Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service . If the authority of any authorized person changes, you will promptly notify us in writ ing. We will have a reasonable time after receipt of a communication to act on it. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account . a b c. Each Charge Authorization received at the Lockbox islegitimate and duly authorized by the account debtor. 8.Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to: a. A breach of your representations and warranties in section 7, b. Any keyingerrors ormisapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, c. Any action taken by us in response to a Decisioning Instruct ion , except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d, The processing of Charge Authorizations. 9.Limitation on liability. a, We will have no liability or responsibilityfor Losses arising from: Any keying errors ormisapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused byyour computer system issues, Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, ii iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees , or iv. Processing a Charge Authorization in accordance with this Service Description. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due b to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days. 10. Miscellaneous. Service fees. We may require that you establish a separate analyzed account with us for billing purposes. You authorize us to debit our Service fees and charges from the billing account . Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time ofterminat ion . Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. Assignment. Notwithstanding anything to the contrary in thisService Description or the Service Documentation, our rights and obligations with respectto the Service shall be assignable to any successor in interest without restriction Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. C. e. 5 1 December 1, 2019 1 Lockbox Service Description DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defIned in section 3 of the Master Agreement. Business Day means every day except Sat ur day, Sunday and federal holidays. Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks. Charge Authorization means a written authorization to charge your customer's credit card for a payment due to you. Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decisioning Module means our Online Lockbox Decisioning Module. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means an electronic file transmitted to us with an Electronic Check Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service. Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars. Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox Item is defined in the Account Agreement. Lockbox Address means the United States Postal Service address we assign to you for the Service. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services . Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Aut horizat ions . Payment means a Check, Charge Authorization or cash received in the Lockbox. Remittance Materials means any Checks, Charge Authorizations, Invoices, corres pondence, papers, documents, and other envelope contents (other than cash). Representativesis defined in section II(f) ofthdnaster Agreement . 6 1 December 1, 20191 Lockbox Service Description DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B WELLS FARGO ACH and Related Services Service Description Treasury Management Services 7 1 December 1, 2019 1 Lockbox Service Description DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Table of contents 03 Introduction 06 Cash Concentration Service 07 ACH Fraud Filter Service 08 Perfect Receivables' Service 08 10 WevsTAKe Payments Service 03 Services Glossary 03 ACH Origination Service 2 I ACH & Related Services - Revised JanuarY 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description . The services (each a "Service") covered by this Service Description are: • ACH Origination Service • ACH Fraud Filter Service • Cash Concentration Service • Perfect Receivables®Serv ice • WellsTAX® Payments Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicableto the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling ), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications , inst ruct ions , and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. ThisService Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services ACH Origination Service 1. Description of services. WIth this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. By using this Service, you authorize us to originate Entries on your behalf to Receivers’ accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States. 2.Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files wIll be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of t ransmission, funds transfer system, clearing house or intermediary bank that we reasonably select 3 1 ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 3.Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver. 4.Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on-us Entry. When we act as both the ODFI and RDFI for an Ent ry, the Entry is an "on-us Ent ry." You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any t ime. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on funds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid. 5. Provisional credit. If we credit your Account for an Ent ry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or any other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand. 6.Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repair an Entry or File, we will have noliability ifwe are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair. 7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel , amend or reverse an Entry or File, we may, in our sole discret ion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur. 8.Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Accou nt was debited for the Ent ry, whichever is earlier . If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the not ification . 9. Re-transmission of returned entries. We are not required to re-t ransmit a returned Entry or File to the ACH or Gateway Operat or , or to take any further action on a returned on-us Ent ry 10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service Description or any other Service Document at ion . 4 1 ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur , including our reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct. 12 Indemnification. WWe indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnit y, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a re presentat ion , warrant y, or covenant you provide regarding this Service . 13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discret ion: the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules. 14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of this Service . Additional Terms and Service options 15. International Entries. This section contains additional terrnsthat apply when you originate International Entries. General. You agree to comply with, and we will process each International Entry in accordance with: The laws and payment system rules of the receiving country of your International Entry, Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Ent ry, and The ACH Rul es I ii iii If there is a conflict among these three areas, the y will govern in the order listed above. b.Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Ent ry . If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Ent ry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion . Acts or omissions of third parties. We will not be liable fo r: i. Any failure or delay by a Gateway Operat or, any intermediary financial institution, or the financial institution designated to receive the International Entry inthe receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Ent ry. C. 16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. a, General. Prior to originating any Entry on behalf of each customer or upon our request, you will: i. Provide us with the information we require to understand the nature of your customer's business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether your customer is also a Third-PartySender, 5 1 ACH & Related Services - Revised JanuarY 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules ("Registration") and supplemental Registration information requested by us, and Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and ii 111 iv. Enter into a written agreement with that customer in which that customer agrees: To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH1 Rul es Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control, 2 To grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you3 for transmission to us, and That we may at any time refuse to process an ACH Entry for that cust omer .4 Updates to registration informat ion. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sen der. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine t hat: b C. Each customer is engaged in a legitimate business, and The type, size and frequency of transactions that each customer is originating is normal and expected for the customer's type of business . ii Ongoing monitoring. You will use reasonable commercial standards to monitor each customer’s business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your cust omer. You will take appropriate actions with respect to the cust omer , including refusing to originate Entries for your customer. d. 17. Perfect NOC service. With our Perfect NOC Service , we maintain a database of Notifications of Change (each, a "N OC") that we receive. We use this database to update your Entries in accordance with the Service options you select from time to t ime. We will notify you of each NOC we receive in connection with your Ent ries. Additional details about this Service are more fully described in the applicable User Guide 18.MICR-split processing service . a. With our Ml CR-Split Processing Service , if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check ("PAC") using the debit Entry data you provided. PACs are drawn upon the Receiver's account with the applicable RDFI and deposited in your Account , but do not contain the signature of the Receiver. b. You represent and warrant to us that : i. You have the appropriate authorization from each person owning the Fiecei ver's account shown in the debit Entry dat a, which remains effective when we issue the PAC, and ii. You are not a "telemarketer" for purposes of the Federal Trade Commission's Telemarketer Sales Rule (16 C.F.R. Part 310), 19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Ser vice . Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options: i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or comput er, 6 1 ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that: i. The debit Entry isaut horized, ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Ent ries Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us. b. C. d. ACH Fraud Filter Service 1.Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. You have the following options: Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unaut horized. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned . Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. C.Additional criteria. You may also set up additional decisioning crit eria, including limits and preaut horizations 2.Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks) . a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unaut horized. b. Post option. All Echecks will automatically post without your review. c. No additional crit eria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks 3.Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Ent ry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payment s), whether or not you have included these in your decisioning crit eria. 4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law. 7 1 ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Perfect Receivables'’ Service 1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a "Remittance") that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter, 2.WPIC restrictions a. You may not assign a WPIC to more than one remitter or reuse any WPIC num bers . b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance. c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For exam pIe , we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify youbefore rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC 3.Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject . Each credit to your Account for a Remittance is provisional until we receive final settlement for the Rem itt ance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance. You will pay us immediately upon demand for any shortfall remaining after such chargeback. 4.Rejected Remittances. We may, but are not obligated t o, reject a Rem itt ance : a. That does not contain all of the required information specified by us, b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by law to accept credits to any of your Accounts, or d. If you are in default under this Service Description or any other Service Documentation 5. Reporting. Each Business Day, we will provideyouwiththe information about Remittances posted to your Accounts through the communications channels you elect . 6.Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Docum ent at ion , we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law. WellsTAX'D Payments Service 1 Description of service. With this Service, you can use our CEO(S portal or a touch-tone telephone to request transfers from your Account (each, a "Transfer") to pay your U.S. fe deral , state or other taxes specified from time to time in our User Guides. By using this Service , you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Descript ion, which is incorporated by reference into this Service Description. 8 1 ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Gui des. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us 3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment. You authorize us to rely on the accuracy of the information you have provided to us. 4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline. 5.Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury’s Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent . You authorize us to accept debit Entries from the IRS to make the Transfers, and to debit your Account for the amount of such payments. 6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline. 7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you. 8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request. 9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized 10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed 11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors . Nothing in the Service Documentation will relieve you of: a, Any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. Any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business 12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax. 9 1 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Account Currency is defined in section 8 (Currency conversion) of the Master Agreement. ACH means Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement. Applicable Law is defined in section 3 (Changes to service) of the Master Agreement . Business Day means every day except Sat urday, Sunday and federal holidays. When used in connection with funds transfer Services , "Business Day" means each day on we are open for business related to that Service. CEO CB portal means our Commercial Electronic o ff ice® portal. Concentration Account means your Account designated in the Concentration Account Services Set-up Form. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Entry is defined in the ACH Rules. File is defined in the ACH Rules Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement. Gateway or Gateway Operator is defined in the ACH Rul es Initiation Method is defined in section 6 (Security procedures) of the Master Agreement International Entry means an Entry to an account outside the United States. Item is defined in the Account Agreement. Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement . Losses means liabilities, losses, damages, claims, obligations, demands , charges, costs, or expenses (including reasonable fees and dIsbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services . 10 1 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B NOC or Notification of Change is defined in the ACH Rules. ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 11 I ACH & Related Services - Revised January 2,2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Originator is defined in the ACH Rules. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). RDFI {Receiving Depository Financial Institution) is defined in the ACH Rules. Receiver is defined in the ACH Rules Remote Account means one or more accounts owned or controlled byyou inthe United States. Representatives is defined in section II(f) (Liability and indemnification) of the Master Agreement. Reversal or Reversing Entry is defined in the ACH Rules Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement. Settlement Date is defined in the ACH Rul es Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority. Third Party Sender is defined in the ACH Rules. 12 1 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B WELLS FARGO Faster Payments Service Description Treasury Management Services 13 1 ACH & Related Services - Revised ianuary 2,2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Table of contents 03 Introduction 0 4 RTP® Service 03 03 Services Disbursements with Zelle® 06 16 Push to Card Disbursement Exhibit A- Card Processing Addendum 2 I Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we,'’ "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description. The "Service" covered by this Service Description is: • Disbursements with Zelle® Service • Real Time Payments (RTP®) Send Service • Push to Card Disbursement Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicableto the Service), b. The Acceptance (which indicates your acceptance of the Service Document at ion) , c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifi cations , instructions, and not ices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Ofnce® (CEO® ) portal. If there is a conflict among the documents that are part ofthe Service Documentation , they will govern inthe order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services Disbursements with Zelle' 1.Description of Service. With this Service you can send Payment Instructions to us or Zelte® for your payments to consumer payees . For each consumer payment, your Payment Instruction will include the Token Information for the Payee a. Payees registered withthe Zelle Network. If the Payee's Token Information is registered with the Zelle network, we or Zelle will attempt to make the payment electronically. b. Payees not registered with the Zelle Network. If you have subscribed to the Unregistered Payee feature and your Payment Instruction includes Token Information for an unregistered Payee, we or Zelle will send Payee a one-time Zelle registration invitation and enrollment instructions. An Unregistered Payee must register in the time allotted or the payment will fail and the funds will be returned to your account. c. Payments. In most cases the payment will be available to the Payee within two business days. We have no control over circumstances that could delay or prevent your payment from being made including, without limitation, actions of the Payee, the Payee's financial institution including limits on the amount the Payee may receive, or the Zelle network. A payment may be subject to dollar limits we or Zelle separately discloses to you. 3 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 2.Payee aut horizat ion. When using the Service, you authorize and instruct us or Zelle to send emails and text messages to the Payee on your behalf . You represent and warrant that you have received permission from each Payee to instruct us or Zelle to send emails and text messages to that Payee. We or Zelle may, in our sole discretion, and for any reason, decline at any time to accept, or use, or to continue to accept or use, any specific Token Information provided to us or Zelle by you. 3. Use of information to identify you and process transactions. You agree that we or Zelle may provide information about you to the Payee, the Payee's financial institution, or any other person engaged in processing, facilit at ing, or delivering the payment. The information we or Zelle may provide may include your name. 4. No right to stop or cancel. A payment that has been processed cannot be cancelled or stopped. You will be responsible for resolving any payment dispute with a Payee. If you request the cancellation, amendment or reversal of a Payment Instruct ion , we or Zelle may, in our sole discretion, attempt to honor your request, but we will have no liability if we decline or are unable to honor your request. 5. Incomplete, rejected payments. If a payment is missing required information or if we or Zelle have identified other errors that make us unable to process any Payment Inst ruct ion , we or Zelle may, without liability to you, reject the payment. 6. Your responsibility for errors. We and Zelle are not obligated to confirm your Payment Instruction and will act on them without further con fi rmat ion . You agree to accept full responsibiIIty for losses resulting from any of your errors, duplicat ion , am biguities, or fraud in the information that you provide. 7.Indemnification. a. You acknowledge that we indemnify certain parties under the Zelle Network Participation Rules. You agree to reimburse us for any Losses we incur as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from our own gross negligence or intentional misconduct. b. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising directly or indirectly from or related to any material breach in your representations, warranties, covenants, or obligations in this Service Description. 8.Survival. Sections 2, 3, 4, 5, 6 and 7 of this Service Description will survive the termination of Services. RTP® Service 1. Description of Service. With this Service you can use real-time funds transfer services available through The Clearing House RTP®l system to send eligible RTP Payments. RTP Payments permitted under the RTP Rules and meeting our requirements will be considered eligible RTP Payment s. You may also use the Service to send RTP Messages . 2.Applicable Law. You agree to comply with the RTP Rules. The RTP Rules include the laws of the state of New York, including New York’s version of Artic[e 4A of the Uniform Commercial Code, without regard to its conflict of laws principles, and the requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control. We are under no obligation to honor any RTP Payment Order or other instruction that could result in our violation of the RTP Rules or other applicable law. The terms "Sender," "Receiver," "Sending Participant," "Receiving Participant," "Money Transmission Transaction," "Payment Service Provider ," and "Request for Return of Funds" are used here as defined in the RTP Rules. RTP ' is a servicemark of The Clearing House Payments Company L.L.C. 4 I Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B 3.Preparation of RTP Payment Orders; processing schedules. You will prepare each RTP Payment Order in accordance with guidelines we separately make available to you from time to t ime. An RTP Payment Order will be deemed received by us when we have verified that it is in compliance with the Security Procedure and determined that it is an eligible RTP Payment. RTP Payments are typically completed within thirty seconds of transmission of the RTP payment by the Sender, unless the RTP payment fails or is delayed due to a review by us, such as for fraud, regulatory, or compliance purposes 4.Inconsistency of name and number. If an RTP Payment Order describes the Receiver both by name and identifying number, we are permitted to execute the RTP Payment Order based solely on the identifying number, even if the number identifies a person different from the named person. If an RTP Payment Order describes a Receiving Participant both by name and identification number, the identification number may be solely relied on to identify the financial institution, even if it refers to a financial institution other than the named financial instit ut ion. 5.Authorization to pay. You authorize us to (a) execute any RTP Payment Order we verify in accordance with the applicable Security Procedure and (bl debit the account specified in the RTP Payment Order (and if no account is specified, the Account or any other account you maintain with us or an affiliate) even if a debit results in an overdraft on the execution date. You will maintain sufficient available funds in the account specified in the RTP Payment Order at the time of each debit. We may refuse to accept an RTP Payment Order if there are not sufficient available funds at the time the RTP Payment Order is submitted to us. 6.Your duty to report erroneous or unauthorized transfer RTP Payment Orders. We have no obligation to detect errors in RTP Payment Orders (for example, an erroneous instruction to pay a Receiver not intended by you or to pay an amount greater than the amount intended by you, or an erroneous transmission of a duplicate RTP Payment Order previously sent by you). Should we detect an error on one or more occasions, this will not obligate us to detect errors in any future RTP Payment Order. You will exercise reasonable care to determine whether an RTP Payment Order accepted by us was either erroneous or unauthorized. You will notify us of an erroneous of unauthorized RTP Payment Order within a reasonable t ime, not exceeding 14 days, after you receive notification from us that the RTP Payment Order was accepted or that the Account was debited with respect to the RTP Payment Order, whichever is earlier . You will be liable to us for the loss we incur as a result of your failure to act in accordance with this sect ion . 7. RTP Payment Order status. We will provide you with information regarding the status of any RTP Payment Order sent by you in accordance with the RTP Rules. If an RTP Payment Order is rejected by us for any reason, we will attempt to notify you promptly but will have no liability to you for a rejected RTP Payment Order or for our failure to provide notice. 8.No right to cancellation, amendment, reversal; Request for Return of Funds. RTP Payment Orders are final and cannot be cancelled, amended, or reversed by you once accepted by us. Any dispute between you and the recipient of an RTP payment must be resolved between you and the Receiver. You may submit a Request for Return of Funds message to us to be sent to a Receiver; however, the Receiver is under no obligation to return the funds. You will hold us harmless and reimburse us for any Losses we incur in effecting or attempting to effect your Request for Return of Funds 9.Ineligible RTP Payments. You agree that, pursuant to the RTP Rules: a. The RTP System may be used only for eligible payments between a Sender and Receiver with accounts located in the United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. b. You are not permitted to submit an RTP Payment Order on behalf of another domestic or foreign depository institution, or that identifies a Receiver that is a domestic or foreign depository institution. c. You are not permitted to send RTP Payment Orders in connection with a Money Transmission Transaction or otherwise act as a Payment Service Provider, unless we have agreed otherwise. 5 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B d. You are not permitted to send RTP Payment Orders or other RTP Messages solely for the purpose of determining whether a Receiver's account numbers are associated with valid, active accounts. 10. Transaction limits. As a Sending Part icipant, we are entitled to impose transaction limits on your RTP Payment Orders sent through the Service, which may be lower than the transaction limits established by the RTP Syst em 11. Limitation of our liability. In acting on your request regarding an RTP Payment Order, we are permitted to use any transmission method, funds transfer syst em, or clearing house we, in our sole discretion, consider reasonable. We will not be liable for any third party's failure to or delay or error in processing an RTP Payment Order. If we are notified we did not transfer the full amount stated in an RTP Payment Order, our sole obligation will be to promptly execute a second RTP Payment Order in the amount of the stated deficiency. If we execute an RTP Payment Order in excess of the amount stated in the RTP Payment Order, to the extent you do not receive the benefit of the RTP Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the RTP Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as we may have agreed otherwise. However, our liability for loss of interest will be limited to 20 calendar days' int erest . 12. , Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate the Service immediately upon notice to you if we determine in our sole discretion that you have breached Section 9 [Ineligible RTP Payments] of this Service or otherwise failed to comply with the RTP Rules. 13. Survival. Sections 2, 4, 6, 8, 9 and 1 1 will survive the termination of Service. Push to Card Disbursement 1.Description of service. Your disbursement transaction request. You must send all necessary Disbursement Information to the Push to Card Channel you've elected to use, to request a Customer Disbursement Transact ion. You are solely responsible fo r: Limiting access to your Push to Card Channel , Maintaining the secrecy and security of the credentials you use to access the Push to Card Channel , and Limiting access to the credentials to your authorized off icers, employees or agents We will consider any individual using your credentials as authorized by you unless you notify us otherwise. We will process each Customer Disbursement Transaction we receive from you. 1.1 Disbursement Messaging Service. a. We will provide you the Disbursement Messaging Service to: i. Allow you to submit the Customer Request for a given Customer Disbursement Transaction, ii. Create a Customer Disbursement Transaction message based on the Customer Request, iii. Transmit the Customer Disbursement Transaction to the appropriate Card Organization for the Recipient's Card in accordance with the applicable Card Organization Rul es b. The Disbursement Messaging Service provided by us must include: i. The Push to Card Channel, ii. The card number eligibility determinations performance iii. Card Organization routing intelligence, iv. Card Organization'smessage formatting and submission, v. Card Organization 's connect ivit y, vi. Preparation and transmission of settlement and reconciliation files to us, vii. Customer Disbursement Transaction messaging support , and 6 I Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B viii. Issuer identification by Card number. c. We and any applicable Card Organization reserve the right to reject any Customer Request for any reason. 1.2 Processing by Card Organization; our approval. The parties understand that the appropriate Card Organization will direct the Customer Disbursement Transaction message to the appropriate Issuer for authorization, and clearing and settlement services, according to its Card Organization Rules. If the Issuer approves, the Issuer will post the funds or make funds available to the Recipient 's account associated with the applicable Customer Disbursement Transaction according to Card Organization Rules. 1.3 Disbursement Information. You must submit complete and accurate Disbursement Info rmat ion . You are solely responsible for any errors resulting from incomplete or inaccurate Disbursement Information or any otherwise flawed Customer Request (including the misdirection of funds resulting from you providing inaccurate or incomplete Disbursement Information). For the sake of clarity and the avoidance of doubt, you are responsible to know that the Card and the Cardholder and Card number are each and all accurate as provided to us for purposes of the Push to Card Service hereunder. 1.4 Secure Capture Service. When you enroll in our optional Secure Capture Service ("Secure Capture Service") , we will provide you with a hosted payment page which enables you to submit debit card information to a third party where it will be securely stored. We will send a token back to you to use instead of the card number when processing Push to Card payments. The Secure Capture Service will include: (a) the Secure Capture API; (bl the hosted payment page; and (cl the tokenization of Recipient's payment credentials. The pricing documentation we provide to you includes your fees for the Secure Capture Services , and are in addition to any other fees described in your pricing documentat ion . 2. Funding andfees. 2.1 Customer Funding Account. a. You will establish a Customer Funding Account with us and make sure the account has sufficient funds to carry out any Customer Request or any instructions to the Push to Card Channel , including sufficient amounts to cover all transfers, settlement and bank-related fees. b. The Customer Funding Account is subject to its own separate terms and conditions between you and us (the "Commercial Account Agreement" ), including payment to us of any applicable fees. Nothing in this Agreement will affect in any way the terms and conditions of the Commercial Account Agreement. c. We will verify whether there are sufficient funds to cover each transaction in the Customer Funding Account before we submit any Customer Disbursement Transaction to the applicable Card Organization for processing. We may reject any transaction if there are insufficient funds in the Customer Funding account. If there are sufficient funds to cover the t ransaction, we will place a memo post in the Customer Funding Account in the amount of each transaction and we will hold such funds in the Customer Funding Account. We will debit the Customer Funding Account by the amount of the Customer Disbursement Transaction request processed by the Disbursement Messaging Ser vice. We will send the amount of the Customer Disbursement Transaction to the applicable Card Organization to complete the Customer Disbursement Transaction to the Recipient's Card d. You authorize us to complete the transfers and debits from the Customer Funding Account under this Agreement , including settling your obligations resulting from Customer Disbursement Transactions. e. We will execute all Push to Card transactions received from you through the Push to Card service . The appropriate Card Organization will process the disbursement t ransaction , after it verifies and secures sufficient funds from the Customer Funding Account. The transaction will happen in near real-t ime . The Push to Card Channel response will notify you that the transaction has been successful or unsuccessful, and why, as part of the same session. You authorize us and our authorized representative to access information from the Customer Funding Account and to initiate debit and/or credit entries to authorize us to block or to initiate, if 7 I Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B necessar y, reversing entries and adjustments for any original entries made to the Customer Funding Account. This authorization is irrevocable, without respect to the source of any funds in the Customer Funding Account, and coupled with an interest. This authorization extends to any fees and assessments and Chargeback/reversal amounts of whatever kind or nature due to us under terms of this Agreement. This authority remains in full force and effect at all times unless and until we have agreed to terminate at such time and in such manner as to afford you a reasonable opportunity to act on it, 2.2 Fees. The pricing documentation provided to you includes your fees for Disbursement Services and may be adjusted from time to t ime. In addition to the Card transaction fees included in the pricing documentat ion , you are responsible for any applicable Card Organization fees for each transact ion . If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our statement setting forth the amount due, then we may, in our sole discretion, charge you int erest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) the per annum rate equal to our then current prime rate plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law. 3. Your obligations. 3.1 Use of Service. You shall use the Push to Card Service solely in accordance with Applicable Law and the terms of this Agreement. Any modification t o, or deviation from the terms of this Agreement , requires the prior written consent of you and us. You are fully responsible for the acts and omissions of your agents, employers, or third parties acting on your behalf under this Agreement. You understand and acknowledge, however, that as of the Effective Date of this Agreement, we have not performed an assessment for PCI 055 compliance for the Service, and a PCI Attestation of Compliance is not available until we complete the PCI 055 compliance assessment process 3.2 Prohibited Categories. You shall not use the Push to Card Service to initiate any Customer Transaction in connection with any of the Prohibited Categories as such Prohibited Categories may be communicated to you. 3.3 General obligations. You shall: (a) ensure all requests, inst ruct ions, and information provided by you under this Agreement comply with Applicable Law and Card Organization Rules; (b) implement all instructions provided by us and provide all necessary information requested and required by us to perform under this Agreement; (c) fund all Customer Requests submitted by the Push to Card Channel; (d) without limiting any other provisions under this Agreement, ensure all your programs and devices used to transmit Disbursement Information conform to all Payment Card Industry Data Security Standards and all Card Organization Rul es; and (e) without limiting any other provisions under this Agreement, before providing the Push to Card Channel any Instructions under this Agreement, satisfactorily complete all Bank- and Card Organization-required background checks and authentication procedures in accordance with all Applicable Law. 3.4 Instructions. Subject to any change from time to t ime, the minimum information required to initiate a Customer Disbursement Transaction shall include: • Disbursement reference (unique reference to identify a disbursement transaction) • Amount and currency to be posted to Recipient's Card • Recipient Card number • Recipient Card expiration date • Intended purpose of the Customer Transaction (e.g., business disbursement or government disbursement) • Recipient first name • Recipient last name 3.5 Anti-money Laundering and Sanctions Program. At all times during the Term of this Agreement , you agree to maint ain , policies, procedures and internal controls reasonably designed to comply with the Bank Secrecy Act ("BSA") anti-money laundering requirements ("AM L")_, as amended by the USA PATRIOT Act, and all Applicable 8 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Law related to BSA/AML regulations . At all times during the Term, you will maintain a written BSA/ AML risk program. The BSA/AML program must include, at a minimum , the following: (a) a system of internal controls to ensure ongoing compliance; (b) independent testing of BSA/AML compliance; (c) a designated individual(s) responsible for managing BSA compliance; (d) periodic training for appropriate personnel; and (e) appropriate risk- based procedures for conducting ongoing customer due diligence. To the extent permitted by Applicable Law, you and we each agree to provide reasonable cooperation to the other in connection with any investigation related to your use of the Service. For purposes of clarity, you must provide documents and/or information requested by us in connection with any such investigation. You must promptly notify us of any material violation of the BSA/ AML or sanctions laws impacting or in any way related to the use or provision of the Service, subject to any applicable prohibitions against disclosure. 4. Data use andconsents. 4.1 Data use by the Card Organizations. The Card Organizations shall have the right to use data transmitted to the Card Organizations for purposes of a funds transfer request for: (i) the provision of anti -fraud services for the benefit of us, you and/or other parties; (ii) the processing and/or resolving of disputes; (iii) analyzing or improving its services, including for security and risk management purposes; (iv) preparing and furnishing analyses and other internal and external reports of aggregated, anonymized info rmat ion ; (v) providing other products or services including those involving data analytics that use aggregat ed, anonymized info rmat ion ; (vi) complying with applicable Law, including, as may be required or requested by any judicial process or Governmental Authority having or claiming jurisdiction over the Card Organizations and/or any of its Affiliates or us; and (vii) for other purposes for which consent has been provided by the individual to whom the information relates. 4.2 Data use by us. You explicitly consent and agree that we are permitted to access and use Cardholder Data to provide the Service. 4.3 Consents. You represent and warrant that you have, and will: (i) provide(d) all necessary consumer terms and conditions (including, without limitation, an appropriate privacy notice) and disclosures required by Applicable Laws in connection with your participation in the Push to Card Service ; and (ii) obtain(ed) any and all consents necessary for Card Organizations to process data in connection with your participation in the Push to Card Service, including as set forth insubsection 4.1, above, in connection with your participation in the Push to Card Service, as provided for under this Agreement . You further represent and warrant that the submission or provision of information by you to us and Card Organizations , including for the purposes set forth in subsection 4.1 above , complies with all Applicable Law. 5. Customer complaints. You agree to promptly notify us if , you believe in your reasonable discretion there is an issue related to the Push to Card Service and you will provide us all necessary information regarding the deficiency or problem so that we may determine the cause of the issue and help to achieve a resolut ion, if possible 6.Wells Fargo Gat eway. Through our gateway ("Wells Fargo Gat eway'’), you may access a Bank-owned Application Program Interface ("Bank-owned API") to securely (i) request that the we originate debit card disbursements on behalf of you; and (ii) receive periodic updates from us as we process entries for you. The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment systems and our payment systems. The Wells Fargo Gateway security procedures required digital authentication of you and us using tokens, Bank-owned API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from t ime-to-t ime. Your tokens, the Bank-owned API keys, digital cert if icates, and your instructions to us, do not identify any individual user initiating the request through the Wells Fargo Gat eway. We validate only that you are authorized to request Bank-originated debit card disbursements and receive periodic updates. You have reviewed the Wells Fargo Gateway portal, the procedures and the transmission methods, and determined that it is a commercially 9 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B reasonable means to verify the authenticity of each debit card disbursement from us in your name. The parties will preserve the confidentiality of the Wells Fargo Gateway, the tokens, and any passwords, codes, security devices and related instructions we provide to you. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. You will maintain effective internal procedures to safeguard against transmission of unauthorized debit card disbursements and warrant that no individual will be allowed to authorize debit card disbursements without proper supervision and safeguards. 7. Term; Events of Default. 7.1 The Agreement is effective on the date this Agreement is signed in full by us and you. 7.2 in addition to any termination rights set forth inthe Master Agreement, we may also terminate this Agreement immediately or with shorter notice upon Event of Default as provided under Section 7.3 below. 7.3 The following are each an "Event of Default": a. any assignment or transfer of voting control of you or your parent;or b. a sale of all or a substantial portion of your asset s; or c. irregular card transactions, excessive Chargebacks/Reversals,noncompliance with any applicable data security standards, as determined by us, or any Card Organization, or any other Person, or an actual or suspected data security breach, nonconformance with any applicable data security standards, as determined by us, any Card Organization , or any other ent ity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure or otherwise present a financial or security risk to us (including your processing transactions for a business type we have designated as unqualified for processing with us); or d. your independent certified accountants refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries ; or e. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of the Disbursement Service is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach, as determined by us, of Section 13 ("Compliance with Laws") ; then, upon the occurrence of (1) an Event of Default specified in subsections 7.3(c), 7.3(d), or 7.3(e ), we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default , this Agreement may be terminated by us giving not less than 10 days' notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 7.4 Expiration or termination of this Agreement will not terminate the obligations and rights of the parties under this Agreement. Your obligations to pay or reimburse us for any fees associated with transactions you have submitted to us will survive termination of this Agreement until paid-in-full and settled. 7.5 if any Event of Default occurs and regardless of whether you cure such Event of Default, we may, in our sole discretion, exercise all our rights and remedies under applicable law and this Agreement. 7.6 in the event you file for protection under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors, or similar laws, and you continue to use our Disbursement Service, it is your responsibility to open new accounts to distinguish between pre and post filing obligations. You acknowledge that as long as you use the accounts you established prior to such filing, we will not be able to systematically segregate your post-filing transactions or prevent set-off of the pre-existing obligations. In that 10 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID= 0C6F43FB-297C“t6AC-A3D1457FBA51746B event, you will be responsible for submitting an accounting supporting any adjustments that you may claim . 7.7 The Card Organizations maintain lists of entities that have had their Card Acceptance rights terminated for cause. If we terminate this Agreement for cause, you acknowledge that we may be required to report your business name, the names of its business principals, and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly consent to such reporting if this Agreement is terminated because of an Event of Default or for any reason specified as cause by a Card Organization. Also, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 7.8 After termination of this Agreement for any reason , you shall continue to bear total responsibility for all Chargebacks/reversals, fees, Card Organization fines imposed on us as a result of your acts or omissions, Cre dits, Debits and adjustments resulting from Card transactions processed under this Agreement and all other amounts due or which may become due under this Agreement. 8. Confidentiality generally. 8.1 You will treat this Agreement, the Card Organization Rules and any information supplied or made accessible by us or our agents as confi dential, including without limitation, (i) information about our products, services, operations procedures, customers, suppliers, sales, pricing, business plans and marketing strategies, our respective Affiliates, and the customers, clients and suppliers of any of t hem; (iI) any scientific or technical info rmat ion , design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords us a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, dat a, specificatIons, computer software, source code, object code, flow charts, databases, inventions, know- how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to any third parties. 8.2 Our confidential information shall be used by you only to exercise your rights and to perform your obligations under this Agreement. You shall not disclose the confidential information to any third party, except as may be agreed by us in writ ing. You shall safeguard all of our confidential information using a reasonable degree of care. At our request or when this Agreement is t erminat ed , you shall return to us or destroy all of our confidential information in your possession orcontrol. 8.3 The obligations of confidentiality and restrictions on use in this section shall not apply to any confidential information that: (i) was in the public domain prior to the date of this Agreement or came into the public domain through no fault of yours; (ii) was received by you from a third party without any obligation to keep confidential to the third party and to your knowledge the third party, was not under an obligation to keep the information confidential; (iii) was already in your possession prior to receipt from us;(iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the required disclosure; or (v) is subsequently and independently developed by your employees, consultants or agents without use of or reference to our confidential information. 8.4 You acknowledge that breach of the restrictions on use or disclosure of any of our confidential information would result in immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm . We shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. 8.5 With respect to any information received by us from you by your use of the Disbursement Service, we will keep such information confidential in accordance with applicable law; provided, that we may disclose such information: a. To third parties, as we deem appropriate, to provide the Disbursement Service, b. Our auditors andattorneys (internal and external) and regulators, c. As required or permitted by law, regulation or court order 11 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C~+6AC-A3Dl-857FBA51746B d.To our respective Affiliates as we deem appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you to provide additional products and services to you, other customers, or third parties. As permitted by lawthisincludes collecting, using, and anonymizing Transaction Data to provide you with analytic products and services aswell as collecting and using Transaction Data anonymized and aggregated with other customers' transaction data to provide you, other customers, and third parties with analytic products and services 8.6 You shall not assign to any Person , the rights to use our Marks, our agents or the Card Organizations 8.7 All rights, t it Ie, and interest in and to all intellectual property related to the Disbursement Service (including without limit at ion , the content of any materials, web screens, layouts, processing techniques, procedures, al gorit hms, and methods), owned, developed or licensed by us prior to, during the term of, or after the Agreement, or employed by us in connection with the Disbursement Service and any updates, changes, alt erat ions , or modifications to or derivative works from such intellectual property, shall be and remain, as among the Part ies , our exclusive property. 8.8 You agree that we may obtain relevant information from any applicable telecommunications provider used by you, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by you in connection with the Disbursement Service, 8.9 You will not: (a) use the Disbursement Service in any way other than in accordance with this Agreement, any supplied documentation, or as otherwise instructed by us in writ ing; (b) use the Disbursement Service , either directly or indirect ly, to develop any service or product that competes with the Disbursement Service; (c) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to access, ascertain, reconstruct, derive, or appropriate for any reason or purpose (i) the source code for any software, or (ii) any algorithm, process, procedure, idea, or other information contained in the Disbursement Service; (d) modif y, translate, or alter the Disbursement Service in any manner; (e) create derivative works of or based on the Disbursement Service; (f) disclose or provide the Disbursement Service t o, or permit the Disbursement Service to be accessed or used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copies of the Disbursement Service, except for (i) backup/archival purposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Disbursement Service as long as any such copies contain all appropriate proprietary notices; (h) remove , relocate, or modify any proprietary rights notices relating to the Disbursement Service; (i) attempt to access, or actually access, portions of the Disbursement Service not authorized by us for use; a) rent, lease, sell, assign, sublicense or otherwise transfer to any third party, whether by operation of law or ot herwise, any of the rights granted hereunder; (k) use the Disbursement Service for any unlawful purpose; (1) use, access, transfer, move, relocate, ship, or transship the Disbursement Service outside of the United States without obtaining our advance written consent; or (m) circumvent, or attempt to circumvent, any applicable security measures of the Disbursement Service. 12 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297Ca46AC-A3Dl-857FBA51746B 9. Assignments. 9.1 You may not transfer or assign this Agreement, by operation of law or ot herwise, without our prior written consent. Any transfer of voting control of you or your parent company is considered an assignment or transfer of this Agreement. Furt hermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks/reversals, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing 9.2 Forthe payment services provided by us, we require access to a single bank account in which we may initiate both credits and debits. You may not create any lien, encumbrance or contingent obligation that would require the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any third party that is not your aff iliat e. You may not assign any rights, including the right of payment under this Agreement, to any other entity that is not your affiliate. In the event that you make an assignment (or provide a security interest) of receivables covered by this Agreement , then we may, at our option, elect to (a) refuseto acknowledge such assignment unlessaccompanied by an authorization to both initiate debits or credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. 9.3 Except as set forth elsewhere in this section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue, assume or assign this Agreement. 10. Legal responsibility. 10,1 Upon request, you shall provide, and/or cause to be provided, to us and our Aff iliat es, or our representatives or regulators (as well as those of the Card Organizations) reasonable access to your or your providers' facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate to verify your compliance with the terms and provisions of this Agreement. 10.2 You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of it. 11. Indemnification. 11.1 You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses: a. Resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; b. Arising out of your or your employees', agents', or third parties' negligence or willful misconduct , in connection with this Agreement , Card transactions or otherwise arising from your provision of goods and services to Cardholders; c. Arising out of your improper use of the Disbursement Service; or d. Arising out ofanythird party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer) . e. Resulting from the unavailability of a PCI DSS Attestation of Compliance for the Service. 13 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C2}6AC-A3Dl-857FBA51746B 12. Choice of law; venue; waiver of jury trial. 12.1 Our Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions). 12.2 The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New Yor k. 12.3 ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT 13. Compliance with laws. In performing its obligations under this Agreement , each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by us, as we determines necessary, to facilitate our compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG ("Restricted Transactions") issued thereunder are prohibited from being processed through your Account or any relationship between you and the us. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account . You further acknowledge and agree that you will not use the Disbursement Service for illegal transactions , for exam pIe, those prohibited by the Unlawful Internet Gambling Enforcement Act , 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq . and other laws enforced by the Office of Foreign Assets Control ("OFAC") or in connection with illegal activity of any kind. In the event we identify a suspected restricted transaction, we will provide you with prompt notice and may block or otherwise prevent or prohibit such t ransact ion , we may close the Account or end the relationship, and we may seek any other remedies available to us under this Agreement or ot herwise 14. Limitations on liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR LIABILITY TO ANY DELAY IN PROCESSING TRANSACTIONS FOR ANY REAS ON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.3 OR 3.5 OF EXHIBIT A, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME 14 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B 15. Electronic Communication. 15.1 Electronic Communications. You consent to receiving document s, notices and other communications from us electronically (collectively, "Electronic Communications") rather than in paper form. We may send such Electronic Communications to you directly at the last known email address that you provide to us, or we may notify you that an Electronic Communication is available at a website designated by us and provide you with instructions on accessing the Electronic Communication. You agree that such notification will be sent to you at the last known e-mail address that you provide to us. You agree to maintain a valid email address and keep your email address current with us at all times. You understand and acknowledge that access to the Int ernet , e-mail and the worldwIde web are required for you to access an Electronic Communication, and you confirm that you have such access. You understand that there may be costs related to accessing Electronic Communications (e.g. you may have to purchase internet services, software or hardware), and you agree that you are responsible for any such related access costs. At our discret ion, we may choose to discontinue or resume sending Electronic Communications at any time provided that if we elect not to send a document, notice or communication electro nically , we will instead send the same in paper fo rm . You acknowledge that if for any reason you are not able to open a readable version of an Electronic Communication that we send to you, it is your responsibility to contact us to notify us of the same and to request a copy in paper fo rm . 16. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement. 17. Severability. The parties intend every provision of this Agreement to be severable 18. Third party beneficiaries. Our respective Affiliates we use in providing the Disbursement Service are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Persons to be third-party beneficiaries of this Agreement. 19. Publicity. Neither party may use the logo, name, trademark, or service mark of the other and/or Bank in any manner , including without limitat ion , in any advertisements, displays, or press releases without the prior written consent of the party whose logo, name, trademark or service mark is to be used. 15 I Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B EXHIBIT A CARD PROCESSING ADDENDUM PREFACE: Cards present risks of loss that are different than those with other payment systems. In using our Disbursement Service, you should be aware that you are also accepting these risks. Visa U.S.A, Inc. ("Visa") MasterCard Worldwide ("M asterCard" ), Pulse, NYCE, St ar, and any other that may be added from time to time, are payment card Card Organizations . Disbursement transactions are electronically transferred from banks (in the case of Visa and MasterCard transactions) or Card Organization Acquirers that acquire them from entities such as yourself (these banks and Card Organization acquirers are referred to as "Acquirers") through the appropriate Card Organization , to the Issuers. In order to speed up the payment process, the funds are transferred through the Card Organization to the Cardholder at approximately the same time as the disbursement request. Transactions are final and not retractable or reversible by Customer. Bank and Card Organizations may be able to make a request for reversal or adjustment on behalf of the Cust omer, however these requests may go unfulfilled and may incur fees. While we can attempt to reverse a transaction to the Issuer, we can only do so if the Issuer agrees to accept it . While you may still be able to pursue claims directly against that customer , neither we nor the Issuer will be responsible for such transactions. It is the Customer's sole responsibility to make sure transactions are accurate because once presented, they become final. Even though the payments under this system are made simult aneously , all payments made through the Card Organizations on occasion are subject to reversals and adjustments by Bank, card issuers, or Card Organizations. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. You are also bound by Card Organization Rules and appIIcable laws and regulations. We do not decide what transactions are reversed or charged back and we do not control the ultimate resolution of the Chargeback or Reversal. You will be responsible for all adjustments associated with the transactions that you submit for processin g. Please refer to the Glossary for capitalized terms used in the Agreement , including this Preface (if not defined above). 16 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 3. Settlement of Card transactions 3.1 We will only be required to settle Card transactions for Card types specified by us. Promptly after presentment of Customer Disbursement, we will initiate a transfer of the applicable settlement funds to Cardholder 3.2 All funds in your Customer Funding Account are subject to, among other things, our right to deduct fees, our final audit , reversals and adjustments (including our related losses), fees and fines imposed on us bythe Card Organizations as a result of your acts or omissions. You agree that we may debit or credit your Customer Funding Account for any deficiencies, overages, fees and pending reversals and adjustments and any other amounts owed to us or any of our respective Affiliat es, or we may deduct such amounts from reversal/adjustment funds or other amounts due to you from us, or our respective Affiliates which are involved in providing the Disbursement Service. You further agree we can any amounts ow o us or our Affiliates PART 1: CARD SERVICES Card General Terms 1.Push to Card Services Subject to Card Organization Rules, Push to Card Services may be performed by us or our agents, including, without limitat ion , our respective Affiliates, including the provision of equipment and local support functions in connection with this Agreement. Operating Procedures; Card Organization Rules and compliance You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation , the data security requirements described in Section 7. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement . However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the card Organization Rules. Card Organization Rules may be available on the web sites such as http://usa.visa.com/merchants/operations/op reg ulations.html and http://mastercardmerchant.com. These links may change from time to time. The parties acknowledge that the Card Organization Rules give applicable Card Organizations certain rights to require termination or modification of this Agreement with respect to transactions involving the applicable Card Organization(s). The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement's applicability to transactions involving such other Cards. 2. nb+frn4n+AN + related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals, guarantors or authorized signors, provided that we provide you reasonable notice of such issues and look first to theCustomer Funding Account for any amounts which may be owed. a a \ A Ink la fill n nb+ h nb 1 ; nhl A fn, r an lr HAlal rn ; n rn, n, ,qjan+ ,nf fII nb J S or errors in debit and credit entries caused by you or any other Person. 3.4 in addition to any other remedies available to us under this Agreement, you agree that should any Event of Default occur, we may, with reasonable prior notice and acting reasonably and in good fait h, change processing or payment terms and/or suspend debits or credits of any and all fu nds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event 3.5 You acknowledge and agree that transfers to and from the Customer Funding Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Customer Funding Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual Wells Fargo account owned by you 17 I Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 3.6 This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to setoff, lien, security interest and our rights to withhold settlement funds under this Agreement , without regard to whether such set off , lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidat ed, fi xed, contingent, matured or unmatured. 4 .7 You agree to promptly and carefully review your reports and bank statements or other documents provided or made available to you (physically , electronically or otherwise provided by us or others) reflecting Card transaction activity, including, activity in your Customer Funding Account . If you believe any adjustments should be made with respect to your Customer Funding Account, you must notify us in writing within sixty (60) days after any debit or credit is, or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjust ment s. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigat ion 4.8 if you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our statement setting fort hthe amount due, then we may, in our sole discretion, charge you int erest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) the per annum rate equal to Bank's then current prime rate plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law. 4. 4.1 Fees; adjust ments; collection of amounts due In consideration of the Disbursement Service provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement , all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing supplements or subsequent communications. You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing. The fees for the Disbursement Service set forth in this Agreement may be adjusted to reflect increases or new fees imposed by us or Card Organizat ions . All such adjustments shall be your responsibility to pay and shall become effective upon the date any such 4.2 4.3 change or addition is implemented by us or the applicable Card Organization or third party as specified in our notice to you. We may also increase our fees or add new fees for the Disbursement Service for any other reason at any t ime, though no more than once per year by notifying you in writing thirty (30) days prior to the effective date of any such change or addition. You hereby authorize us to initiate credit and debit entries and adjustments to your Customer Funding Account for amounts due under this Agreement and under any agreements with us or our respective Affiliates for any products or services, as well as for any credit entries in error . You agree to pay any fines imposed on us by any Card Organization resulting from Chargebacks/Reversals and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 4.4 4.5 4.6 18 1 Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B 4.9 Other debits. We may also debit your Customer Funding Account or your settlement funds in the event we are required to pay Card Organization fees, charges , fines, penalties or other assessments as a consequence of your transactional activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement , including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 2: • Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. • Transactions posted to your account in error. • Credit for Summary Adjustment not previously posted . • Credit for Chargeback/Reversal that posted to your account. ' Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00, 5.1.3.with respect to each Card transaction , you have no knowledge or notice of any fact, circumstances or defense which would indicate that such Card transaction is fraudulent or not authorized by the related Cardholder; Each Card transaction is made in accordance with these General Terms, Card Organization Rules and the Operating Procedures; Each Customer Disbursement is free of any alteration not authorized by the related Cardholder; you have not changed the nature of your business, Card processing pract ices, or types of products or services sold requiring a different Merchant Category Code ("MCC") under Card Organization Rul es, in a way not previously disclosed to us; The Card transaction is not a payment that violates federal, state or local law in any jurisdiction that may be applicable . 5.1.4. 5.1.5. 5.1.6. 5.1.7. 6. 6.1 Confidentiality of Card information Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of completing and settling Card transactions and resolving any Chargebacks/reversals, Retrieval Requests orsimilar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprint s. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 5. 5.1 Customer representations, warranties, and covenants Without limiting any other warranties under the Agreement , you represent, warrant to and covenant with us, and with the submission of each Customer Disbursement reaff inn , that to the best of your knowledge, information and belief the following representations, warranties and/or covenants are true and correct : 5.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the Customer Disbursement or Credit Draft, and does not involve the use of a Card for any other purpose; 5.1.2. The amount of the Card transaction is not subject to any dispute, setoff or counterclaim; 19 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 6.2 You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction info rmat ion , including any databases containing such info rmat ion , may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Customer's business. Upon a bankruptcy, insolvency or failure of Cust omer's business all Card transaction information must be returned to Bank or acceptable proof of the destruction of all Card transaction information must be provided to Bank. Organization Rules. 7. Data security THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OFCARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. 7.1 Payment Card Industry Data Security Standards (PCI DSS). Visa and MasterCard aligned data security requirements to create a global standard for the protection of Cardholder dat a. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that st ore, process, or transmit payment card data must com ply. PCI DSS isthe name used to identify those common data security requirement s. The Cardholder Information Security Program (CISP) is Visa USA's data security program and the Site Data Protection (SDP) program is MasterCard’s data security program each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Customer Equipment (as defined below) where Cardholder data is processe d, stored, or transmitted, including: • All external connections into your Card Organization (i.e., employee remote access, third party access for processing, and maint enance). All connections to and from the Customer disbursement environment (i.e., connections for employee access orfor devices such asfirewa IIs, and rout ers); and Any data repository outside of the Customer disbursement environment For the purposes of this Section 7, "Customer Equipment" means any and all equipment you use in connection with Customer disbursement, clearing, completing, settling, transmitting or other related processin g, including, without limitat ion , all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Third Party Providers or other Persons used by you. The Card Organizations orwe may impose 7.8. OPERATING PROCEDURES This part of the Agreement (through Section 8) describes the procedures and methods for submitting disbursement transactions and , responding to Chargebacks/reversals and other aspects of the operations of our services. The Operating Procedures contained in this part focus primarily on the MasterCard and Visa Card Organization Rules, and seek to provide you with the principles for a sound Card program ; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. They are designed to help you decrease your chargeback/reversal liability and train your employees . The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdict ion . You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rul es, including, without limit at ion , the data security requirements described in Section 7. From time to t ime, we may amend the Operating Procedures , by providing you with at least twenty (20) days' prior written not ice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Pro cedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with theCard 20 1 Faster Payments Service Description 1 Revised February 21. 2020 DocuSign Envelope ID: 0C6F43FB-297C2}6AC-A3Dl-857FBA51746B fines or penalt ies, or restrict you from processing Cards if it is determined that you are not compliant with the applicable data security requirement s. We may in our sole discretion, suspend or terminate the Disbursement Service under this Agreement for any actual or suspected data security compromise. You agree that you will not submit any Customer Disbursement until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obt ain, and you will be deemed to have done so upon our receipt of your request or submission of any Customer Disbursement. You must comply with the data security requirements described in this Section 7.1, including without limitation, PCI DSS, SDP and CISP, DISC, and any additional Card Organization requirements applicable to payment appIIcations and transactions. Detailed information about PCI DSS, can be found at the PCI DSS Counsel's website: www.pcisecurit ystandards.org. info rmat ion • You may not transmit Cardholder account numbers to Cardholders for Internet transactions You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to a disbursement transaction. You must destroy or purge all Media containing obsolete transaction data with Cardholder info rmat ion You must keep all systems and Media containing Card account, Cardholder or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party. For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format You must use only services and Customer Equipment that have been certified as PCI DSS compliant by the Card Organizations • • 7.3 Compliance Audits You may be subjectto ongoing validation of your compliance with PCI DSS standards. Furt hermore, we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance, or that of your agents or Third Party Providers, with security procedures and these Operating Pro cedures. No more than one audit a year will be performed except upon reasonable cause to believe a lack of compliance may be present. Such audits will be upon reasonable prior notice and conducted in a manner designed to minimize disruption to your ongoing business operations. In any event, upon request, you shall provide us with copies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s) . 7.4 Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately and in no event more than 24 hours after becoming aware of such act ivit y. • Detailed information about Visa's CISP program can be found at Visa's CISP website: www.visa.com/cisp Detailed information about Mast erCard's SDP program can be found at the MasterCard SDP website: www.mastercard.com/sdp 7.2 Data Security Requirements. You must comply with the data security requirements shown below: • you must install and maintain a secure Card Organization firewall to protect data across public Card Organizations. You must protect stored data and data sent across Card Organizations using methods indicated in the PCI DSS. You must use and regularly update anti-virus software and keep security patches up-to-date. You must restrict access to data by business "need to know," assign a unique ID to each person with computer access to data and track access to data by unique ID. You must not use vendor-supplied defaults for system passwords and other security parameters . You must regularly test security systems and processes. You must maintain a policy that addresses information security for employees and cont ractors. You must restrict physical access to Cardholder + • • • • • • 21 I Faster Payments Service Description I Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B 7.5 Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigat ion , including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction dat a, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations , (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Customer Equipment, and your Third Party Providers' procedures and records and issue a written report of its findings. 7.6 Third Party Providers. The data security standards set forth in this Section 7.6 also apply to your Third Party Providers . Before you engage any Third Party Provider , you must provide to us in writing (a) the Third Party Provider's legal name, (b) contact info rmat ion , and (c) intended function. You acknowledge and agree that yo0 will not use, or provide Card holder data access to, any Third Party Provider until you receive our approval and, if required , confirmation of our registration of that Third Party Provider with applicable Card Organizations . You must ensure that you and Third Party Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization ; (ii) comply withthe periodic and other reporting required by aCard Organization ; and (iii) comply with all applicable Card Organization Rul es, including without limitat ion , those requiring security of Cardholder data. You may allow Third Party Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rul es. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as required by us or the Card Organization Rules) and registration of any Third Party Providers. Your use of the Disbursement Service, equipment, soft ware, syst ems, mat erials, supplies or resources of third parties regarding your Card transactions processing, including, without limitat ion , Third Party Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to us which will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, irlactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Card Organizations. 7.7 Costs. If you or a Third Party Provider (or other Person used by you) are determined by any Card Organization , regardless of any forensic analysis or report , to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction information (together, "Compromised Data Events") and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessment s, f ines, losses, costs, and penalties and Issuer reimbursements imposed by the Card Organizations against us (together, "Data Compromise Losses"). In addition to the fo regoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizat ions . If this application for business credit is denied you may obtain a written statement of the specific reasons for the denial. To obtain the statement, please contact your relationship manager within sixty (60) days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30) days of receiving your request 22 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Glossary Account Agreement means the applicable account agreement governing your Account. Acquirer means us in the case of Mast erCard, Visa and certain debit transactions that acquire Card sale transactions from customers such asyourself. Applicable Law is defined in section 3 of the Master Agreement Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services , "Business Day" means each day on we are open for business related to that Service. Card means a Credit Card and/or a Debit Car d. Cardholder isthe person whose name is embossed on a Card and any authorized user of such Card, including the person that has entered into an agreement establishing a Card account with an Issuer. Cardholder Data means detokenized payment card primary account numbers and associated cardholder dat a Card Organization is any entity formed to administer and promote Cards, including without limitation MasterCard Worldwide ("MasterCard") and Visa U.S.A., Inc. ("Visa") and any applicable debit Card Organizations, including NYCE, Pulse and Star Card Organization Rules means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related aut horit ies, including without limitation, those of the PCI Security Standards Coun cil, LLC and the National Automated Clearing House Associat ion Chargeback/Reversal is a Card transaction (or disputed portion) that is returned to us by the Issuer including reversal of Customer Disbursement Transactions. Credit means a refund or price adjustment given for a previous purchase transaction. Credit Card is a device bearing a valid Organization Mark of Visa or, MasterCard and authorizing the Cardholder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Debit Card is a PIN Debit Card and/or a Non-PIN Debit Card. Issuer is the financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a person. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Ser vices. Magnetic Stripe is a stripe of magnetic information affixed to the back of a plastIc Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account info rmat ion Media means the documentation of monetary transactions (i.e., Customer Disbursement Transaction, Credit Drafts, 23 I Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B computer print out s, et c.) 24 1 Faster Payments Service Description 1 Revised February 21, 2020 DocuSign Envelope ID: 0C6F43FB-297CJ16AC-A3Dl-857FBA51746B Non-PIN Debit Card is a device with either a Visa or MasterCard Mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN Operating Procedures means the information containing operational procedures, instructions and other directives relating to Card t ransact ions . The current Operating Procedures are set forth in Part B of this Exhibit A. PAN Truncation is a procedure by which a Cardholder's copy of a Credit Draft, or as required by applicable law, the Credit Draft that you retain, will only reflect the last four digits of the Card account number. Payment Instructions remittance information you send with a payment. Payee is the consumer a Zelle payment. PIN means a Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card is a device bearing the Marks of ATM Card Organizations (such as NYCE, Star) used at a customer location by means of a Cardholder-entered PIN in the customer PIN Pad. Signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit Card Organizations PINiess Transaction means a Debit Card transaction that a customer submits to us for settlement/funding transactions with neither a PIN nor Signat ure . Point of Sale (POS) Terminal means a device placed in a customer location which is connected to the processor's system via telephone lines and is designed to aut horize, record and transmit settlement data by electronic means for all sales transactions with a processor . Representatives is defined in section II (f) ofthd4aster Agreement. Reserve Account is an account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. RTP Message means certain message types available through the RTP Syst em . RTP Payment Order is an instruction to us in your name to send RTP Payments from your account . RTP Payments are eligible real time payments using the RTP System. RTP Rules means the RTP System rules, agreements, technical specification, standards and other requirements, and any other applicable laws and regulations governing the Service. RTP System means The Clearing House RTP® system Submission means the process of sending Batch deposits for processing. This may be done electronically or by mail. Summary Adjustment means an adjustment to your Submission and/ or Settlement Accounts in order to correct errors. Third Party Provider is any person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation , Encryption Service Organizations (ESOs). Token Information means the Payee's email address or U.S. mobile phone number you provide in the Payment Instructions. Transaction Data means cardholder information, dates, amount s, and other data from your transactions. TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Treasury Management Product Enrollment Customer Information Customer Name _CEO Company ID Street Address City State Country Name p Country Code (if applicable) Primary Phone FaxContact Email Address CEO® Users Set-up User Name User ID (if existing) Select one or more CEO Products for the user(s) listed above D ACH Payments' User D ACH Payments' Administrator D ACH Fraud Filter D Cards' D Payment Manager Online D Other Treasury Management Products not in Administration'D Other Treasury Management Products in Administ rat ion ‘ Deposit Inquiry Change Orders Inquiry D Change Orders D Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application 2 Recognition Card. 3 Additional Wells Fargo OnlineServices (Single Sign On to WF Business Online Banking), Auto/ink, Bill Manager, Centralized Disbursements - Clients, Document Retrieval. Electronic Document Delivery, Healthcare Claims Payments, Healthcare Supplier Payments, Information Reporting Direct File Transfer, Invoice Manager, Payment and Delivery Preferences, Recetvables Manager, Retail Lockbox Image Archive, Reverse Positive Pay, Smart Decision Service. Sweep & Fed Funds . Statements & Confirmations, Wells Fargo Business Online Banking (Single Sign On),& White Label WholesaleLockbox 4 Alerts, ARP Register Maintenance, Basic Banking, Canadian Treasury Se1 11 ices, Cash Concentration . Centralized Disbursements, Deposit Maintenance, Desktop Deposit, E-Box Decisioning, TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Fed Funds, Image, Image Positive Pay, Item Detail Inquiry Service, Lockbox, Lockbox Correspondence, Payment Manager File Validation Toof, Returned Items, SAFE Transmission. Statements & Notices (Client Analysis Statements, Commercial Checking/Savings Account Statements , Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices) . Transaction Search, Treasury Information Reporting. & WellsTAX®. INTERNAL BANK USE ONLY nn gethg ellet'nlqq#l' Inn!#rl Adnqjnjq+nntinn nI- ie it inpllldnd in bhp nl11-1-#n+ n gaIl# q+a TI V,He TI Nn CEO® Users Set-up User Name User ID (if existing) © 2020 Wells Fargo Bank, NA, All rights reserved.Page 1 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B User Name User ID {if existing) Select one or more CEO Products for the user(s) listed above D ACH Payments' User D ACH Payments' Administrator D ACH Fraud Filter D Cards' D Payment Manager Online D Other Treasury Management Products not in Administration’ D Cash Vault (specify): D Deposit Inquiry D ChangeOrders Inquiry D Change Orders D Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Recognition Card 3 Additional Wells Fargo Online Services (Single Sign On to WF Business Online Banking), Auto/ink, Bill Manager, Centralized Disbursements - Clients, Document Retrieval, Electronic Document Delivery, Healthcare Claims Payments, Healthcare Supplier Payments, Information Reporting Direct File Transfer, Invoice Manager , Payment arId Delivery Preferences, Receivables Manager, Retail Lackbox Image Archive, Reverse Positive Pay, Smart Decision Service, Sweep & Fed Funds Statements & Confirmations, IVe#s Fargo Business Online Banking (Single Sign On), & White Label Wholesale Lockbox. INTERNAL BANK USE ONLY n„„, th,I F„,t„,„,I, ha„„ Ad,*,ini,t,atiA„ A, i, it inFl, ,and in th„ F, ,,,ant ,an, ,a,ta Flynn IDL,h RSA SecurID Token Request Set-up Please complete the information below to manage RSA SecurID Tokens for Company and Users RSA Secur/0 tokens are mailed t, Company Administrators. If the Company Administrator's mailing address is different than the address listed above in the Customer Information section, please indicate the correct mailing address below: Company Administrator Name Phone Number Street Address (tokens cannot be shipped to City post office boxes):State Zip For new users • New Token: • Assign Token. To order a token for the first time for a user To assign a token to a new user from the supply of tokens accumulated in your Company Token ool For users who have a token today (to request changes for existing users): • Replace Token: To order a replacement token for an existing user if there are no tokens available in the Company Token • Delete Token: Poo • Assign Token : • Un-assign Token © 2020 Wells Fargo Bank, N.A., All rights reserved Page 2 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B To assign a token toa new user from the supply of tokens available in your Company TokenPool. To remove a token from a user and return the token to you Company Token Pool for reassignment. Please begin collecting and securely retaining unassigned tokens instead of discarding them. To delete a token completely. This option will remove the token from a user and your Company Token Pool. Once a token is deleted, it can no longer be reused and should be discarded. Follow your locale-waste disposal regulations to dispose of old tokens. User Name# 1 User ID (for existing C£O® users) Token Serial## ACH Payments Admin New User –– –Iii:„;:k:„– – –b:,==k,,* Existing User D Replace Token D Assign Token* D Un.Assign Token* nY es D DeleteToken* © 2020 Wells Fargo Bank, N.A., All rights reserved.Page 3 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C216AC-A3Dl-857FBA51746B CEO® Administration Set-up Type of Request - Select request type with corresponding start date. D New D Change (Make selections only for options that should change)Start Date: Company Administrator - Complete applicable fields. CompanyAdministratorsautomaticallygainaccessto all Administrationfunctions. Ifsetecting Administratoryouwillneedto specify the detailed Administration functionality that should be entitled. A minimum of two (2) Company Administrators is required for Dual Custody. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized asan administrator for all or specific company authorized Commercial Electronic OffIce ' (CEO') portalservices Company Administrator Name Email Address Token Serial Number (if reassigning existing taken) Administrators You will need to specify the detailed Administration functionality that should be entitled to an Administrator level user. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Commercial Electronic OffIce ' (CEO') portalservices Administrator# 1 Detailed Setup - Complete applicable fields Administrator Name Email Address Token Serial Number (if reassigning existing token) User Administration Options D User Maintenance D Administrator Maintenance D Reset Password If granting User Maintenance or Reset Password what users can the Administrator view and manage? D All Users D SpecificUsers User List : If granting User Maintenance what CEO Services can the user administer? © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 4 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B D All CEO Services D Specific CEO Services CEO Services: If granting User Maintenance what Accounts can the user administer? D All Accounts D Specific Accounts Accounts : If granting User Maintenance what ACH IDs can the user administer? © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 5 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B [] AlIACHIDs 0 Specific ACH IDs ACH IDs: WellsOne Commercial Card use only D AlIDivisions D Specific Divisions List Divisions that can be administered. Company Administration Options D Manage User Defined Lists D AllUse, List D Specific User List: Specify User List(s) that can be administered. D All Account List D Specific Account List: Specify Account List(s) that can beadministered. D D Manage Company Dual CustodySettings D M,.,g, A„,..t Ni,k,,m„DManage ACH CustomNames Access to Administration Reports D Manage Tokens Company Service Options D Manage Company Alerts Settings D Manage Company Statement and Notices Settings D Manage Company Wires Settings Custody Option Single Custody- Non-Standard Security Procedure - Customer has declined to use dual custody, which is part of Bank's standard CEO® Administration procedures. With dual custody, an authenticated second user approves select high- risk activities. Customer has instead elected to use single custody. With single custody Secure Validation is used for ACH Payments, Foreign Exchange, Wires, and Administration activities within CEO Administration. Customer acknowledges the significantly reduced security, and recognizes the risks and losses that may materialize as a result of its decision to use single custody. Dual custody- Bank's standard CEO® Administration procedures also include dual custody for select, high-risk activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody Forced DualCustody - By selecting this option, you agree that Wells Fargo will control the dual custody settings for all products and transactions initiated in the CEO(B Administration service. You will not be able to change the dual custody settings in Administration, as these may only be modified by contacting your bank representative. © 2020 Wells Fargo Bank, N.A., All rights reserved Page 6 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Customi,ed Forced Dual Custody - By selecting this option, you agree to work with your banker to customize your dual custody preferences and select the Administration transactions that will require dual custody. Once these customizations have been established you will not be able to modify or remove them through the CEO® Administration service, as they may only be changed by contacting your banker. If you enroll in a new CEO® product, it will not automatically be placed in dual custody, unless you contact you bank representative. Customized Forced Dual Custody Settings - Select the products you would like under dual custody in the CEO(E Administration service. Only select products for which your company is enrolled. Additionally, specify the CEO CB Administration servicefunctions you would like under dual custody. Product Custody Settings © 2020 Wells Fargo Bank, N.A., All rights reserved.Page 7 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Product Custody Settings ACH Payments (incl. Domestic and International) Administration Alerts Basic Banking Business Track Canadian Treasury Solutions Cash Concentration Centralized Disbursements Centralized Disbursements - Clients Claims Payments Credit Management Dealer Inventory Finance Deposit Maintenance Derivatives Access Desktop Deposit E-Box Decisioning Fed Funds Foreign Exchange Fraud Manager: ACH Fraud Filter ARP Register Maintenance Image Positive Pay Image Institutional Investing - Reporting Item Detail Inquiry Service Lockbox Payment Manager® Returned Items SAFE Transmission Statements and Notices Supplier Payments Transaction Search Treasury Information Reporting Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Dua Dua Dua Dua Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Single Single Single Single Single Single Single Single Single Single Single Single Single Single Single Single Single Single Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody D D D D Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Forced Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Dual Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Single Single Single Single Single Single Single Single Single Single Single Single Single Single Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody Custody 1:) E =P- D D =P © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 8 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Product Custody Settings D si,gl, D si,gl, D Singl, D si,91, D Single D si,g1, D si„gl, Settings D Si.gI, D si,g1, D Singl, D Singl, D si,gl, Warehouse Lending Finance WFED - Wells Fargo Electronic Deposit Wells Capital Management WellsOne Virtual Card Payments WellsTAX Payments WF Business Online Banking Wires D F„,,d D,,I C,,t,dy D For,,d D.,1 C„t,dy D F„,,d D.,1 C„,t,dy D Forced D.,I C„t,dy D F„,,d D.,1 C„t,dy D F,r,,d D,,I C.,t,dy D F„,,d D,,I C,,t,dy Custody Custody Custody Custody Custody Custody Custody Administration Settings Add/Edit User Password Reset Hide Secret Question and Answer Wires Limits and Authorizations Desktop Deposit Company Preferences Custody D F„,,d D„,I C,,t,dy D F,r,,d D.,1 C.,t,dy D F„,,d D,,1 C„t,dy D F„,,d D,,1 C.,t,dy D For,,d D.,I C.,t,dy Custody Custody Custody Custody Custody CEO® Wires Set-up - For Company and Account Set-ups with Administration Type of Request - Select request type. D New D Change Company Authorization - (For existing CEO Wires customers, only complete values in this section if an update is requested. For New requests confirm and update all fields in this section.) Duplicate Check No. of Days (Default - 10) Default Wire Fee AsP] ment (select one) File Import (File Import and Payment Manager Import) shared D -B8ieficiary OYes D No (Default)D Originator Account Authorization - Account Funds Transfer Account Number Associated Application D Wires D Wires D Wires Drawdowns D Book Transfers D T,mpI,t, M,i.t,„.,, D Drawdowns D Drawdowns D Book Transfers D T,mpI,te M,i,t,.„,, D Book Transfers D T,mpI,te M,i,t„,.,, CEO® Wires Set-up - For Company, Account, and User ID Set-ups without Administration [] New D Change © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 9 of 13 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Company Authorization - (For existing CEO Wires customers, only complete values in this section if an update is requested. For New requests confirm and update all fields in this section.) L elect one)Cumulative Funds Transfer Daily Limit min);aiR D Beneficiary$ D Originator File Import Get RateValue Date Roll Forward (File Import and Payment Manager Import) DDOYes Additional Approver Limits D D„wd,w, $D B,,kT„„f„ $D wi„,$ Complete the followinl regarding Funds Transfer Information for specific payment Number of Verifiers for TemplatedFunds Transfer Type Allowed Wires (default is 1 ) OTemplated Only Intl D Freeform Only NIA - No Change OTemplated & Freeform OTemplated Only D Freeform Only No Change OTemplated & Freeform OTemplated Only D Freeform Only N/A - No Change OTemplated & Freeform Application Type Wire Transfers (Domestic & Federal Tax Payment) Book Transfer Not ApplicableTemplate Maintenance N/A - No Change Account Authorization -Account Services Limits Account Number Cumulative Daily Limit Associated Application D Wi„, D D„wd,w., D B,,k T„.,f„, D T,mpI,t, M,i,t,n,n„ D wi„, D D„wd,w„, D B,,k T„.,f„, D T,mpI,t, M,i,t,„,„, D wi„, D D„wd,w„ D B,,k Tr,n,f,r, D Template Maintenance Optional Default User Limits - Complete all fields to specify optional default limits for users. Enter User information below and select the Apply Default Limits checkbox AppIIcation Type Individual Create/ Modify/ Delete Limit Cumulative Daily Create/Modify/ Delete Limit Additional ApproverCumulative DailyIndividual Approve/ Approve/Reject Limi LimitReject Limit Wire Transfers Drawdown Book Transfer Template Maintenance © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 10 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B User# 1 Information - Complete all fields User Name User ID (if CEO user) UserSettings -Complete all fields below orselectcheckboxto apply Company defa ultlimitstothis user. D Get Rate nN, File Import [loOYesOYes Services Type Allowed Individual I Individual I Cumulative Daily I , , ,.I. , I Cumulative':;jIt!'iiI.""'’;ite;'“=;’;:i:e;;;„';,'.:::'l':''i:Ilt:'.til.” OTemplated Only DFreeform Only OTemplated & Freeform OTemplated Only D Freeform Only OTemplated & Freeform Templated Only DFreeform Only DTemplated & Freeform Wire Transfer Book Transfers Drawdow ns User Account Authorizations - Provide user account number andfunds transfer service authorization type. Account Number Account Number Wires Book Transfers Drawdowns Template Maintenance D Create/Modify/Delete D Approve/RejectraTiokaiii Approve/RejectCreate/Modify/Delete Create/Modify/Delete Approve/Reject Wires Book Transfers Drawdowns TRMatT Maintenance D Create/Modify/Delete D Approve/Reject mate/MOdify/Delete Approve/Reject Approve/RejectCreate/Modify/Delete Cre,te/Modify/D,I,t, D Appr,v,/R,j,,t Voice Wires Set-up Type of Request: D New D Update Existing Information D DeFete Existing Information Account Numbers (list accounts to be debited for each wire transfer) 1)2)3) [] G/L 0 ODA [] G/L 0 ODA nG/L 0 ODA Advice Information (additional fees apply for these services) For Fax or E-mail notification on intraday wire activity use the InfoFax setup form. Mail Advice (this paper based service is no longer available to add) D Delete Mail Advice Mailing address for PINs (if blank, items will be mailed to address on primary statement mailing address) © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 11 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Mail PINsto: Authorized Callers (people authorized to initiate wires} © 2020 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment Page 12 of 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B $ Limit= Use "N" if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited. Initiation Type= if no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Alternate Account to be Charged for Wire Fees List account only if wire fees are to be assessed to this account 0 DDA O AU a„dG/L Account Relationship Link To link accounts to the Master Account number (for Book Transfer pricing) enter the Master Account number Optional Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indIcate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided. Authorized Approvers first and last name $ Limit Phone Number including area code Pavment Authorization Service This service is part of, and will be subject to the terms and conditions stated in the Commercial Account Agreement ("Agreement"). This set-up form supersedes any and all prior payment authorization service forms set up on the referenced account numbers. Termination: The Service(s) may be immediately terminated by you or us at any time with or without cause by giving written notice to the other party Type of Request Select request type. (Refer to the reference guide for complete instructions.) Add Payment Authorization Service features checked below to all existing Subaccounts listed under the Master Blanket Company Level Approval Checking this box covers all future accountsDand/or subaccounts owned by the specified legal entity. (A separate form must be completed for each legal entity.) D Account-specific Request [] N8$g1IrIM-ust attach subaccount list Does not apply to Maximum Check Amount Authorized Payment Service For Account-specific requests, enter individual account number or Master account number. Does not apply to Blanket Company Level Approval and do not list all Subaccounts. Maximum Check Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Amount Authorized Payment Service (the "Service") we will automatically (without your specific approval) return unpaid (marked "REFER TO MAKE R") checks presented to us drawn against your account specified below which exceeds the Maximum Dollar Authorized Payment Amount specified below: TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Checkone: D Add Service D Change Amount Maximum Dollar Authorized Payment Amount: @ 2020 Wells Fargo Bank, N.A., All rights reserved. D DeleteService Page 9 of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Maximum Check Cashing Amount Authorized Payment Service (not available in conjunction wa/l Positive Pay or Perfect Presentment} SERVICE: Under the Maximum Check Cashing Amount Authorized Payment Service (the "Sewice") we will (without your specific approval) refuse encashrnent of checks presented to us through our branch/store network drawn against your account specified below which exceed the Maximum Check Cash Amount specified below: Checkone: D AddService D Change Amount D Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): Maximum Over the Counter Amount Authorized Payment Service SERVICE: Under the Maximum Over the Counter Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse withdrawal requests presented to us through our branch/store network drawn against your account specified below which exceeds the Maximum Over the Counter Withdrawal Amount specified below Checkone: D Add Service D Change Amount D Delete Service Maximum Over the Counter Withdrawa Account Number(s): Checks to Individuals Authorized Payment Service SERVICE: Under the Checks to Individuals Authorized Payment Service (the ''Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below for any item made payable to an individual. Checkone: D Add Service D Delete Service Account Number(s) Customer Legal Entity Information The enrollment contains ACH, Wire or Sweep services the following Customer Entities: Customer Legal Entity Namejs}EntitVIDTVpe Entity ID Select One Designation of Wells Fargo Stagecoach Sweep @ Option Customer DDAjs) Statements and/or Confirmations will be sent to Customer by electronic means unless otherwise requested by Customer. Electronic means include Bank's Commercial Electronic OfFce(B, facsimile and/or Secure E-Mail. The Wells Fargo Stagecoach SweepCR) Service Description can be viewed by pasting this link into an internet browser window: https://wellsoffice.wellsfargo.com/ceopu b/assets/pdf/stgcoach- swp/Stagecoach_Sweep_Service_Description .pdf TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C216AC-A3Dl-857FBA51746B © 2020 Wells Fargo Bank, N. A., All rights reserved Page 10of 13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C':i6AC-A3Dl-857FBA51746B Investment Sweep Customer elects the Wells Fargo Stagecoach Sweep Preferred Option Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep, Preferred Option. Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option Customer elects the Wells Fargo St,gecoach Sweep Fed Funds Purchased Agreement Option . (GFI Only) Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Sold Agreement Option. (GFI Only) Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased & Sold Agreement Option. (GFI Only) Money Market Mutual Fund Sweep Customer elects the Wells Fargo Treasury Plus Money Market Fund - Class A - Fund 453 Option. Customer elects the Wells Fargo Treasury Plus MMF- Service Class - Fund 454 Option. Customer elects the Wells Fargo 100% Treasury Money Market Fund - Service Class - Fund 8 Option. Customer elects the Wells Fargo Government MMF Admin Class - Fund 947 Option. Customer elects the Wells Fargo Government MMF Institutional - Fund 1751 Option. Customer elects the Wells Fargo Government MMF Select Class - Fund 3802 Option. Customer elects the Wells Fargo Treasury Plus MMF Institutional - Fund 793 Option. Credit Sweep Customer elects Bank's Credit Sweep Option. Wire Transfer Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Service Documentation. The Initiation Method(s) and Security Procedure(s) Customer has elected for Wire Transfers are: Commercial Electronic OffIce'’ (CEO'’) - Dual Custody Commercial Electronic Office'D (CEO'BJ - Single Custody ©2020WellsFargoBan k, N.A.,Allrightsreserved. TM Product Enrollment Page11of 13 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Payment Manager® - Secure Application File Exchange Transmission (’'SAFE-T") Payment Manager® - Machine-to-Machine (’'M2M'’) Payment Manager'8’ - IBMa’ Connect:Direct6' with Secure Plus+ Payment Manager8 - Value-Added Network ("VAN") Payment Manager' - SWIFT'81 FileAct Wells Fargo Gateway (API) Voice Bank's voice initiation security procedure consists of confirming (a) the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Customer for voice-initiated Payment Orders and (bl the voice print provided when placing a Payment Order matches the print registered for the PIN holder Verify Callback Service. If Bank receives a voice-initiated, non-repetitive Payment Order of$ or more, Bank will make one attempt to telephone an individual authorized to approve wires ("Authorized Approver"), not the initiator, to verify that Payment Order is authorized. A PIN and voice print are required to authenticate each Authorized Approver. If Bank is unable to (a) contact and authenticate or (bl obtain approval from an Authorized Approver, the Payment Order will not be processed. c2020WellsFargoBank,N.A.,Allrightsresen/ed.Page 12of13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B SWIFT® ACH Orjgjnation Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Service Documentation. The Initiation Method(s) and Security Procedure(s) Customer has elected for ACH are: Commercial Electronic Office' (CEO') - Dual Custody Commercial Electronic Office® (CEO®) - Dual Custody with User Approve Own Entitlements Commercial Electronic Office® {CEO®) - SingleCustody Direct Origination - Secure Application File Exchange Transmission ("SAFE-T'') Direct Origination - IBM® Connect:Direct® with Secure Plus+ Direct Origination - SWIFT® FileAct Wells Fargo Gateway (API) Payment Manager® - Secure Application File Exchange Transmission ("SAFE-T") Payment Manager'b . Machine-to.Machine("M2M") Payment Manager'D - IBM'B’ Connect:Direct'!’ with Secure Plus+ Payment Manager® - Value-Added Network (’'VAN") Payment Manager® - SWIFT'B’ FileAct Third Party Service Provider Third Party Service Provider: Contact Person: Telephone:Fax: RTP Services For detail on the applicable initiation method, refer to the language in the Service Documentation. The Initiation Method(s) and Security Procedure(s) Customer has elected for RTP are: Wells Fargo Gateway (API) Bill Manager Service For detail on the applicable initiation method, refer to the language in the Service Documentation. The Initiation Method and Security Procedure Customer has elected for Bill Manager is: Commercial Electronic Office' (CEO®) €2020WelisFargoBan k, N.A.,Allrightsreserved.Page 13of13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Customer Approval - (Authorized Sjgnature Required) Each person who signs this form on Customer’s behalf is authorized to do so by resolution, agreement or other legally sufficient action of the governing body of Customer, if Customer is not an individual, or is an Authorized Signer on Customer's account. Printed Name of Authorized Signer Phone DateSignature Voice Wire Only - Submitter Information & Instructions Submitter Name Submitter Phone NOTE: if Voice Wire is a component of this form, once the customer approves and signs the form, the Banker/Relationship Manag must approve and sign the form, then fax it to Wire Implementation at 866-922-6202 from a valid Wells Fargo Fax. File copies in location's record-retention file ©2020WellsFargoBank,N.A.,Allrightsreserved,Page14of13 TM Product Enrollment DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B WELLS FARGO Electronic Receivables Service Description Treasury Management Services o2020WellsFargoBan k, N.A.,Allrightsreserved, TM Product Enrollment Page 15of13 DocuSign Envelope ID: 0C6F43FB-297C216AC-A3D1457FBA51746B c 2019 Wells Fargo Bank, N.A. All rights reserved. c2020WellsFargoBa nk, N.A.,Allrightsreserved, TM Product Enrollment Page 16of13 DocuStgn Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we,'’ "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a ’'Sewice") covered by this Service Description are: • E-Bill ExpressService • E-Box Service • Receivables Manager Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office(B (CEO®) portal. If there is a conflict among the documents that are part of the Service Document at ion , they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Document at ion . E-Bill Express Service 1. Description of services. With thisService: a. You can make electronic bills available to your Customers through the Website, b. Customers make payments to you through the Website and other Payment Channels (see section 2) and using the Payment Methods (see section 3) offered in connection with the Service, c. We credit the Customer payments to your Account , and d. We offer electronic reporting options relating to your bills and your Customers' payments received through the Service (see section 4). The specific features for the Service we will provide you, are detailed in the SOW to which you and us agree to separately. 2.Payment Channels. The "Payment Channels" we offer to you are detailed in our User Guide for the Service and include the Website, telephone and an optional Interactive Voice Response (IVR) Payment Channel. a. We maintain the Website through which Customers may make payments to you. b. Withthetelephone Payment Channel , a Customer arrangesfor a payment by calling you at a telephone numberyou maintain. For all Customer payments madethrough thetelephone Payment Channel , you are required to enter information about the payment at the administrative portal for the Service. c. With the IVR Payment Channel, we maintain a specific toll-free number for you and custom to you branded greeting and prompts. 2 1 Electronic Receivables Service Description 1 Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297Cz+6AC-A3Dl-857FBA51746B 3.Payment Methods. The "Payment Methods" you may make available to Customers are detailed in our User Guide for the Service and include debit and credit cards and electronic payments through ACH . a. If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Descri pt ion. b. For ACH payments, the Service Documentation includes the ACH and Related Services Service Description. In the event of a conflict, this Service Description will control over the ACH and Related Services Service Description. c. We may withdraw a Payment Method available for the Service at any time. 4. Information reporting. We make information and reporting about your billsand Cust omers' payments available to you through the administrative portal on the Website or automated transmission file. 5. Verification. We will not verify the accuracy of your bills or your Customers' payment amounts made through any Payment Channel. 6. Your privacy policy. You will provide us with any URL(s) you host for our use at the Websit e. The URLs you provide will direct Customers to your then-current privacy policy and terms of use. You will maintain current versions of your privacy policy and terms of use. 7.Licensed Marks. You grant to us a license to use the service marks, trademarks and or logos listed on the SOW (each, a "Licensed Mark ") on the Websit e. We will not modify a Licensed Mark without your prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement , unless either party provides written termination in accordance with this Section 4 of the Master Agreement. Either party may terminate this license at any time, with or without cause, upon notice to the ot her. Upon termination or expirat ion of this license , we will discontinue use of all Licensed Marks. 8.Representations and warranties. You represent and warrant to us that: a. You will issue each bill only for products or services actually provided to the billed Customer and will retain each bill for a minimum of one year from the date of the bill, b. The billed amount will be the actual amount charged to the billed Customer for such products or services c. You are the sole owner of each URL you provide to us pursuant to Section 7 and each Licensed Mark , d. You will maintain current versions of your privacy policy and terms of use at the URLs provided to us, and e. You have received a copy of Federal Reserve Board Regulation E and will comply with it at alltimes. 9.Survival. Section 8 will survive termination of the Service. E-Box Service 1.Description of service. With this Ser vice: a. We provide you with information about payments your Customers make to you (’'Remi tt ance Information") through online bill payment services and other payment channels described in our User Guide for the Ser vice, b. We process Customer payments for credit to your Account , and c. We provide information reporting ("Remittance File") on your Payments through our separate Receivables Manager Service. The specific processing services we will provide to you are detailed in the BRD to which you and us agree to separately. 3 1 Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 2. Research and decisioning. We will make available to you a decisioning tool where you can view all payments, make decisions on exception items, perform payment research, and return payments. 3. Unfunded payments. We will process Payments for which we have received Remittance Information but not funding in accordance with the BRD. 4. Account credit. Each Business Day, we will credit your Account for Funded Payments through a consolidated ACH credit Entry. We originate each credit Entry in accordance with the ACH Rul es. 5. Service requirement, in order to enroll in the Service, you will also have to enroll in our Receivables Manager Service Receivables lanager Service 1. Description of service. With this Service, you may receive consolidated electronic files and/or human readable documents containing information (each, a "File") regarding credits and/or debits to your Account(s) and associated Remittance Informat ion . 2.User Guide. The User Guide provides details about the following: a. The types of payments for which we provide the Service, b. The options we offer for formatting Files, c. The secure transmission platforms we offer to deliver Files to you, d. The schedule we follow in providing the Service, and e. Our Service level goals. 3.Advice Matching Service. If you enroll in our Advice Matching Service , we will accept an email or File containing Remittance Information from your payer and attempt to match the information to payments the payer makes separately by ACH, wire transfer, or check , provided the payer does the following: a. Sends the remittance Information to us in advance of the payment information being sentto you in the File. and b. Includes information we can use to identify the payer and match the Remittance Information and the associated payment based upon criteria youestablish. You have the ability to manually match any payments we are unable to match automatically using the Receivables Manager application on CEO. You may also use this application to set-up payer information to automatically match future payment s. 4. Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Info rmat ion . If we are unable to automatically repair the fo rmat , you can manually repair remittance information using the Receivables Manager application on CEO. Optionally, you can save the repair instructions as rules to apply to future payments from the payer. 5.Your receipt of Files; acknowledgments. We will not monitor Files transmitted to you through the Service including, but not limited to, any acknowledgment your system may generate upon its receipt of a File. If you do not receive a File when you expect t o, you must notify us. Upon your request, we will use commercially reasonable efforts to resend a File to you within 14 days after we initially transmitted the File, but we will have no liability for not doing so. 4 1 Electronic Receivables Service Description 1 Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297C4+6AC-A3Dl-857FBA51746B 6. Incorrect, Incorrectly Formatted Infonnation. We are not responsible for the accuracy of and will not verify Remittance Information we receive from your trading partners and provide to you through the Service 5 I Electronic Receivables Service Description I Revised January 2, 2020 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B Glossary Account Agreement means the applicable account agreement governing your Account. ACH means Automated Clearing House ACH Rules means the Nacha Operating Rules and applicable local ACH rules Applicable Law is defined in section 3 of the Master Agreement . BRO means Business Requirements Document. Business Day means every day except Sat urday, Sunday and federal holidays. When used in connectIon with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Customer(s) means the purchaser(s) of your products and services. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Entry is defined in the ACH Rul es. Funded Payment means a payment for which we receive Remittance Information and the funds relating to the Payment. Losses means all liabilities, losses, damages, claims, obligations , demands, charges, cost s, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services Representatives is defined in section 11 (f) of the Master Agreement. SOW means Statement of Work. Website means the website we maintain in your name in connection with the E-Bill Service . DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Exhibit E – Contractor's Proposal City of Denton Response to Request for Proposal for Bank Depository No. 7435 October 16, 2020 Submitted by: Nicholas London Relationship Manager 469-498-6587 nicholas.london@we11sfargo.com Lia Givens Treasury Management Sales Consultant 469-498-6585 lia.givens@wellsfargo.com © 2020 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Table of contents A partnership that works ..................................................................... 2 Part 1: Bank depository services .......................................................... 4 Part 2: Optional electronic check processing.................................... 80 Part 3: Optional retail utility lockbox ................................................ 83 Part 4: Optional Wholesale EMS lockbox.......................................... 92 Appendix Pricing proposal............................................................................ Tab A Sample statements........................................................................ Tab B Funds availability ......................................................................... Tab C Sweep fact sheets .......................................................................... Tab D Safekeeping fact sheets ................................................................ . Tab E Disclosures.................................................................................... Tab F Account agreements and service descriptions ......................... ..... Tab G DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Transmitta1 letter October 16, 2020 City of Denton Ann: Erica Garcia, Buyer 9ol-B Texas St Denton, TX 76209 Dear Ms. Garcia: Wells Fargo is pleased to provide this response to your Request for Proposal (RFP) for Bank Depository No. 7435. We have thoroughly reviewed the requirements and we are prepared to continue to serve the City of Denton (the City) as your banking partner. From treasury management to merchant services and beyond, we are integral partners in helping our customers, like the City, succeed financially. As part of our commitment to the City, we are pleased to offer the following: • = • Eight (8) months of waived account analysis fees, beginning the month of the new contract Managed earnings credit rate, evaluated monthly Continued relationship team support including – • Nicholas London, relationship manager • Lia Givens, treasury management consultant • Brigette Conley, relationship associate • Anita Ortega, client service officer • Mary Beth Benton, treasury management analyst All information and pricing contained in our proposal response is valid for six months from the date of submittal or until a final contract is approved by the City Council, whichever occurs first. We value the longstanding relationship between the City of Denton and Wells Fargo and look forward to continuing the partnership. Please contact me for any follow up questions, clarifications or presentations. Thank you for the opportunity to respond and your careful consideration of our proposal. Sincerely, Nick London, Senior Vice President Relationship Manager 469-498-6587 Nicholas.london@wellsfargo.com City of Denton 1 1 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management A partnership that works According to a recent AFP Strategic Role of Treasury Survey, government entities, more than any other industry, face an ever increasing amount of challenges that must be addressed in today’s changing environment. These range from stagnant or outdated processes, emerging technology, decreased budgets and staffing levels, changing laws and regulations, and many more. The City of Denton (the City) understands these pressures and has taken great strides in incorporating processes and solutions that move you forward. As your request for proposal demonstrates, the City takes its obligations as a responsible steward of publics funds very seriously as you seek a banking partner that can provide banking services, project leadership and news ideas that help address and even alleviate these demands. Supporting the City of Denton today With Wells Fargo, you’ll continue to work with a partner that helps reach each of those goals, and much more. As your current service provider, we have worked with the City on creating a banking platform that complements your current internal systems; our solutions are specific to your needs and requirements now, with a focus on where you want to be over the long-term. We provide detail throughout our response on our recommended solutions to meet your core needs, many already used today. We offer you: • • • • • Comprehensive depository and collection services Online banking portal to access account and transaction information and manage user settIngs Electronic services - from ACH and wire Variety of electronic deposit solutions including lockbox and remote captnre Full fraud prevention tools to protect your funds, including positive pay A leader in innovation As we have done since 2006, Wells Fargo will continue to work with you to improve your customer experience, reduce strain on IT resources, and accelerate automation. We’ve tackled these common challenges by changing our approach for the entire product lifecycle – including funding, staffing, development, and decision-making – in addition to investing in infrastructure enhancements, like the cloud. Together these programs allow us to deliver new and enhanced products and services to market faster And since the launch of our online banking portal in 2000, we have a record of consistent annual reinvestment in the business in both new product development and digital channel enhancements. We also continually invest in our team member tools. A methodical approach We put these innovative tools and expertise to use to conduct a review of your internal workflows. This was our commitment years ago and remains the same today. As your partner, Wells Fargo brings new ideas, technology, services and best practices to the City that add value. During every step of the way, we are by your side providing insight and advice to implement the right changes at the right time. As part of the next phase of our relationship, we recommend our Business Process Review – a review of your internal process offered at no charge to the City. We can even conduct the review in a virtual environment. Our approach to this review is detailed below. City of Denton 1 2 DocuSign Envelope ID: 0C6F43FB-297Cz+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management When we meet with you, we’ll observe and analyze the workflows and processes in one or more of your financial back-office operations. This review can include processes such as accounts receivable, accounts payable, reconciliation, cash positioning, or all of these. We use observation, analysis, and reporting techniques that we’ve deployed through working with hundreds of public sector clients. Once we have observed and analyzed your current treasury processes, we will provide recommendations on how we believe you can improve those processes to gain efficiencies. take advantage of automation. and imDrove use of working A partnership that can make a difference Local support with a national reach As you know, we are a hands-on, consultative, national financial services provider with locally-focused teams. We work with numerous public sector clients throughout the U.S., including several cities throughout the state. This gives us unique insight to fully understand the City, your peers, and this sector. This expertise – combined with our passion for creative thinking – lets us offer you a fresh look at how to optimize your banking operations in ways that make the most sense for you. Our relationship with you is not based on just providing banking services, but creating a real partnership. Our relationship approach centers on you – your needs and your people. Our team that supports the City is comprised of experienced banking professionals located in Texas. Led by your relationship manager, Nick London, and treasury management consultant, Lia Givens, your team works closely with you to understand your processes, identify needs, recommend solutions, and implement services to help you maximize the value of your banking operations and deliver high quality service, which is led by your relationship associate, Brigette Conley, and client service officer, Anita Ortega. #\ _ -’ \QF [ Are you ready to take the next steps? The success of your organization relies heavily on the City operating efficiently, and we understand that. We offer our experience and technology to help you serve the needs of your staff, constituents and vendors. More importantly, as you continue through this process, we look forward to further discussions with you on how our solutions will continue to work for the City of Denton and get you from where you are today to that next level in banking services and strategic partnership. City of Denton 1 3 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Part 1: Bank depository services le To be considered, the Bank must be a state or national bank, credit union or savings association with a branch in the City of Denton, in accordance with Texas Local Government Code Chapter ro5. Each proposal must provide the following information: a. The amount of paid-up capital stock and permanent surplus for the Bank. You can locate Wells Fargo & Company’s most recent annual report through the following site: we11sfargo.com/invest relations/annual. b. Audited financial statements for the most recent reporting year. You can locate Wells Fargo & Company’s most recent annual report through the following site: wellsfargo.com/invest relations/annual. You can locate Wells Fargo Bank, N.A.’s last four quarterly call reports through the following site: https://cdr.ffiec.gov/public/ManageFacsimiles.aspx by using the Wells Fargo Bank, National Association FDIC Certificate No. 3511. c. List of Bank officers. The following is the bank’s senior leadership team: • • • • • • • • • • • • • • • • • Muneera S. Carr , EW, Chief Accounting Officer, and Controller William M. Daley , Vice Chairman of Public Affairs Derek A. Flowers , Senior EVP, Head of Strategic Execution and Operations David C. Galloreese , Senior EW, Head of Human Resources Mary T. Mack , Senior EVP, CEO of Consumer & Small Business Banking Amanda G. Norton , Senior EW, Chief Risk Officer Lester J. Owens , Senior EVP, Head of Operations Ellen R. Patterson , Senior EVP, General Counsel Perry G. Pelos , Senior EW, CEO of Commercial Banking Scott E. Powell , Senior EW, Chief Operating Officer Julie L. Scammahorn , Senior EVP, Chief Auditor Charles W. Scharf , Chief Executive Officer and President John R. Shrewsbeny , Senior EVP, Chief Financial Officer Barry Sommers , Senior EVP, CEO of Wealth & Investment Management Saul Van Beurden , Senior EVP, Head of Technology Michael S. Weinbach , Senior EVP, CEO of Consumer Lending Jonathan G. Weiss , Senior EVP, CEO of Corporate & Investment Banking City of Denton 1 4 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management d. List of the Bank directors. The following is the list of our Board of Directors: • • • Steven D. Black , Co-CEO, Bregal Investments, Inc. Mark A. Chancy , Retired Vice Chairman and Co-Chief Operating Officer, SunTrust Banks, Inc. Celeste A. Clark , Principal, Abraham Clark Consulting, LLC, and Retired Senior Vice President, Global Public Policy and External Relations and Chief Sustainability Officer, Kellogg Company Theodore F. Craver, Jr. , Retired Chairman, President and CEO, Edison International Wayne M. Hewett , Senior Advisor, Permira, and Chairman, DiversiTech Corporation Donald M. James , Retired Chairman, Vulcan Materials Company Maria R. Morris , Retired Executive Vice President and Head of Global Employee BenefIts business, MetLife, Inc. Charles H. Noski , Chairman, Wells Fargo & Company, and Retired Vice Chairman and former Chief Financial Officer, Bank of America Corporation Richard B. Payne, Jr. , Retired Vice Chairman, Wholesale Banking, U.S. Bancorp Juan A. Pujadas , Retired Principal, PricewaterhouseCoopers LLP, and former Vice Chairman, Global Advisory Services, PwC International Ronald L. Sargent , Retired Chairman and CEO, Staples, Inc. Charles W. Scharf , Chief Executive Officer and President Suzanne M. Vautrinot , President, Kilovolt Consulting, Inc. and Major General and Commander, United States Air Force (retired) e. Ratings on outstanding debt. • • • • • • • • • • You will find our current ratings in the following table.* Wells Fargo & Cornpa ny L A+ ===n== A2 & Poor's AA (low)ALong-term Issuer Rating Short-term Issuer Rating Fl A+ A BBB- P-1 A2 A3 Baa2 A-2 A- BBB+ BBB- R-1 (middle) Senior Unsecured AA ( low) A (high) A (low) Subordinated Preferred Stock City of Denton 1 5 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Wells Fargo Bank, Wa;ch N.A Moody’s Standard & Poor’s Long-term Issuer Rating AA- Fl+ Aa2 P- 1 A+ A-1 AA Short-term Issuer R-1 (high) Rating Bank Deposits AA AA- A Aa 1 Aa2 Aa3 A+ A+ A- AA Senior Unsecured AA AA (low)Subordinated *Ratings as of February 2020. The information provided can be found on our Investor Relations site (wellsfarqo.com/invest relations/debt) and is provided for informational purposes only. We do not guarantee the accuracy or completeness of information on or available through this site, and we are not responsible for inaccuracies or omissions in that information or for actions taken in reliance on that information. Please read Legal Disclaimers (wellsfarqo.com/invest relations/leqal) before using or relying on information on or available through this site. Potential investors in our securities should seek professional advice before they invest. f. Proposed wire transfer agreement/contract. Please see Appendix Tab G for our agreements section, which includes a Wire service agreement. g. Sample account analysis and monthly bank statement. Please see Appendix tab B for sample account analysis and bank statements. Account analysis The City groups accounts into a single relationship for analysis and compensation purposes. We aggregate balances in all accounts (excluding controlled disbursement accounts) in the same relationship to determine compensation. If you need to segregate billing for certain entities within your organization, you can set up multiple analysis relationships that only include accounts for each of those specific entities. Each account within a relationship receives individual account analysis statements. We are one of the few financial institutions that offers an online interactive analysis statement. With our interactive statement, the City has the ability to trend up to 13 months of analysis history and see a quick overview of changes in your activity and pricing. Our online interactive statement is available within one to three days after the previous month’s statement data is generated*. With a single sign-on, you can view detailed product subtotals as well as volume and pricing for services you used. You can view the interactive statement online or download it in PDF, Excel, HTML, or CSV formats. *The statement cycle cuts off the last calendar day of the month. It takes five days for our system to consolidate the month’s activity, then the statement is generated within one to three business days thereafter, per our service levels. City of Denton 1 6 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management h. Availability of funds schedule. Please see Appendix Tab C for our complete funds availability schedule. i. Proposed collateral agreement and FIRRE A compliance documents perfecting collateral. Please see Appendix Tab G for a copy of the existing collateral agreement between the City and bank. Our intent is to continue utilizing this agreement under the new contract. j. Proposed custody/security safekeeping agreement. Please see Appendix Tab G for our agreements section. k. Any additional contracts or agreements requiring City approval (ACH, cash vault, retail lockbox, e-lockbox, etc. ..) . Please see Appendix Tab G for our agreements section. All service agreements in scope for this contract are included in this section. 1. RFP documents including fee schedule. Confirmed. m. Project schedule for transition. As the City’s current bank services provider, there will be no timely or costly transition. We understand your business operations and provide continuity of service, which is particularly important during the uncertain times of the pandemic. We can focus efforts on what’s important to you – operational and cost efficiencies and providing services to your constituents. n. Policies for overnight and daylight overdrafts. Overdrafts We charge for both overdrafts and the use ofuncollected funds. The fees are detailed in our fee schedule. We can offset these fees (overdraft and unco11ected funds) by the earnings credit allowance. The formula for our uncollected funds fee uses that interest rate basis as the overdraft rate, applying this formula: (average daily negative collected balance x overdraft rate x days in period) + (360) = uncollected funds fee Daylight overdraft We can continue to extend a daylight overdraft facility to the City. The limit is subject to the review of the City’s financial statements and is subject to credit approval by Wells Fargo, taking into consideration: • A credit analysis • An evaluation of your transaction volume history • A review of the organizations with which you transact business through the ACH system City of Denton 1 7 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B Wells Fargo Treasury Management We calculate daylight overdrafts based on the City’s current available balance. We can calculate these positions on an account level or on a relationship structure level. We’ll notify you if pending transactions exceed available balances over the preapproved daylight overdraft and determine appropriate action. However, we would not generally notify you if transactions are processed because ofpreapproved daylight overdrafts. We do not charge for daylight overdrafts. o. Reference list of cities in Texas, preferably cities of similar or larger size. Confirmed. We have provided reference in the Attributes section of the City’s purchasing site. p. Sample daily lockbox (retail and wholesale) transmission reports. For sample reports please reference Appendix Tab B. Also note that lockbox accounts receivables files (separate from online reporting) can be customized to the City’s specifications. The City does not currently utilize a file for the wholesale box; however, this is an option if desired q. Sample monthly lockbox (retail and wholesale) activity reports. For sample reports please reference Appendix Tab B. 2+All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Attachment A will be acceptable in the monthly account analysis, unless specified in subsequent sections. Once selected as the City’s Bank, no additional or increased fees for services in the fee schedule may be charged to the City during the contract term. An account analysis statement must be provided to the City monthly. Upon review the City will notify the relationship manager of any necessary corrections. The bank shall research and reply within ten (ro) business days of the City’s notification. A revised account analysis statement must be provided reflecting corrections. No interest or other late charge payment shall ever be due. Acknowledged. We have entered the pricing information in the Line Items tab of the City’s purchasing site. We have also included a copy, along with supplemental and optional pricing, in Appendix Tab A. 3 0 Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service to the depository contract. Services may also be added, with costs of new services to be negotiated at thattime Acknowledged and agreed. Our goal is to continue collaborating with the City on your needs, tracking industry changes and providing information on emerging solutions. We expect that the on-going discussions could result in the addition or discontinuance of services. City of Denton 1 8 DocuSign Envelope ID: 0C6F43FB-297C-£16AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 4. How is the Bank chartered? Wells Fargo Bank, N.A., originally chartered on November 30, r870, is a national banking association organized under the National Bank Act and is not incorporated under the laws of any state. Rather, it operates pursuant to a certificate of authority issued by the United States Comptroller of the Currency. 5 +What percent of current loans are classified as non-performing? You can locate Wells Fargo & Company’s most recent annual report through the following site: wellsfargo.com/invest relations/annual. 6.Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? if “yes”, please explain. Wells Fargo Bank N.A. (“Wells Fargo Bank”) is a subsidiary of Wells Fargo & Company (“WFC”), a corporation organized under the laws of Delaware. Wells Fargo Bank and WFC respond regularly to inquiries and investigations by governmental entities and have in the past entered into settlements of some of those investigations, including the following recent matters: •During the third quarter of 20r6, Wells Fargo Bank entered into settlement agreements with the City of Los Angeles, the Consumer Financial Protection Bureau and the Office of the Comptroller of the Currency regarding certain sales practices. See press release containing details at https://newsroom.wf.com/press-release/corporate-and- financial/wells-fargo-issues-statement-agreements-related-sales •On February 2, 2018, WFC entered into a consent order with the Board of Governors of the Federal Reserve System, relating to governance oversight and the company’s compliance and operational risk management program. This consent order does not relate to new matters, but rather to prior issues including the 20r6 sales practices matter. For additional information, see the press release at https://newsroom.wf.com/press-release/corporate-and-financial/wells-fargo-commits- satisfying-consent-order-federal. •In April 20r8, WFC entered into consent orders with the Consumer Financial Protection Bureau and the Office of the Comptroller of the Currency that address matters relating to WFC’s compliance risk management program and issues regarding certain interest rate- lock extensions on home mortgages and collateral protection insurance placed on certain auto loans. For additional information, see the press release at https ://newsroom.wf.com/press-release/corporate-and-financial/wells-fargo-enters- consent-orders-occ-and-cfpb Many of the actions that Wells Fargo Bank and WFC have taken in connection with these settlement agreements are described at https://www.wellsfargo.com/assets/pdf/commitment/progress-report .pdf. To the extent any litigation or regulatory matters are required to be reported, they are disclosed in WFC’s SEC filings and are matters of public record: Copies of the Legal Proceedings sections from WFC’s recent public filings and WFC’s most recent periodic reports are available at https://www.we11sfargo.com/invest_relations/filings WFC’s Annual Reports are available at https://www.wellsfargo.com/invest_relations/annual City of Denton 1 9 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management At this time, and to the best knowledge of the Wells Fargo Bank representatives preparing this response, neither Wells Fargo Bank nor WFC has been involved in any regulatory reviews or any legal actions that would have a material adverse impact on our ability to provide the services requested in this RFP. 7 +Indicate the Bank’s capital to assets ratio for the last five (5) years. Wells Fargo & Company is a nationwide, diversified financial services company with $1.9 trillion in assets. We provide banking, insurance, investment, mortgage, and consumer and commercial finance services through more than 7,5oo locations, 13,000 ATMs, as well as, online (wellsfargo.com), and through mobile devices. We’re headquartered in San Francisco, but we’re decentralized, so every local Wells Fargo office is a headquarters for satisfying all our customers’ financial needs and helping them succeed financially. We do business with more than 70 million customers and one in three U.S. households. We have approximately 266,000 team members in 31 countries and territories across our more than 90 businesses. Our vision We want to satisfy all our customers’ financial needs and help them succeed financially. Key performance measures Our year-end key performance measures are detailed as follows: Key perforntance measure 2017 2018 2019 Total assets $2.0 trillion $1.9 trillion $1.9 trillion Net income $22.2 billion 1.15cYo $22.4 billion 1.190/o $19.5 billion 1.02cyoROA ROE 11.35cyo 10.66cyo 11.53cyo 10.39cyo 10.230/o 9.750/oEquity and assets Annual Report To review the full Wells Fargo & Company Annual Report, please use the following link: https://www.wellsfargo.com/invest relations/annual. 8.What was the Bank’s 20r9 return on assets (ROA)? To review the full Wells Fargo & Company Annual Report, please use the following link: https://www.we11sfargo.com/invest relations/annual. 9 S Attach copies of the Bank’s most recent FDIC (UPBR) call reports. You can locate Wells Fargo Bank, N.A.’s last four quarterly call reports through the following site: https://cdr.ffiec.gov/public/ManageFacsimiies.aspx by using the Wells Fargo Bank, City of Denton 1 lo DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management National Association, FDIC Certificate No. 3511. IO e Does the Bank currently operate a branch bank(s) in the city of Denton? if so, please indicate services that will be provided from the Bank’s branch location(s) and services provided from the main Bank. Include services that will be offered to the City’s employees. Also, please indicate service locations throughout the proposal, where applicable. Yes, Wells Fargo operates branch locations within the city limits. The list of closest locations is provided in the following response. The City currently does not utilize our branch locations for regular transactions; cash deposits are typically deposited at our cash vault and checks are deposited through the vault or remote capture service. However, the branches do provide an alternative for deposits and change orders, if needed. In addition, your employees and other payees may cash or deposits checks at any of our branch or ATM locations. Later in the proposal, we describe our Wells Fargo at Work program, available to City’s employees. City of Denton 1 11 DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management IIe Please list all service locations in the city of Denton. The following table shows the branch locations within the City of Denton: Branch Branch hours (local time)# Denton Crossing 1727 S Loop 288 Denton, TX 76205 940-380-2450 Mon-Fri: 9:00 a.m. to 5:00 p.m. Sat: 9:00 a.m. to 12:00 p.m. Denton Downtown 101 S Locust St Denton, TX 76201 940-382-5241 Mon-Fri: 9:00 a.m. to 5:00 p.m. Sat: 9:00 a.m. to 12:00 p.m. Denton South 1001 S Interstate 35 E Denton, TX 76205 940-384-0368 Mon-Fri: 9:00 a.m. to 5:00 p.m. Sat: 9:00 a.m. to 12:00 p.m. Denton UNT 1155 Union Cir Denton, TX 76203 940-384-6500 Mon-Fri: 9:00 a.m. to 5:00 p.m. Hickory Creek & Teasley 5009 Teasley Ln Denton, TX 76210 940-891-6480 Mon-Fri: 9:00 a.m. to 5:00 p.m. Sat: 9:00 a.m. to 12:00 p.m. Denton North 601 W University Dr Denton, TX 76201 940-387-9264 Mon-Fri: 9:00 a.m. to 5:00 p.m. Sat: 9:00 a.m. to 12:00 p.m. *We may modify branch hours in response to the ongoing COVID-19 situation. Our ATM and banking locations search tool at wellsfargo.com/locator provides temporary branch closure alerts. City of Denton 1 12 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 12. The City intends to establish the following Bank accounts: Account NaIrn Type Controlled Disbursement Account Zero-Balance Account Depository Account Zero-Balance Account Pay Flex Account Zero-Balance Account Utility Account Zero-Balance Account Control Concentration Account Commercial Account The Controlled Disbursement Account will be used to clear all disbursement checks for the City. Automatic transfers from the City’s Control Concentration Account will be used to fund checks and bring the balance back to zero. The bank is required to notify the City via an Internet reporting system each morning no later than lo:oo a.m. Central Standard Time (CST) of the total amount of checks clearing for that day. Please provide any specific Controlled Disbursement Account agreement. Controlled disbursement with Perfect Presentment Each business day, the bank uses electronic check presentment to capture controlled disbursement checks and then transmit check information and images to Wells Fargo. We use the information to provide you with early morning notification of the dollar amount of checks that will clear against your account that night. Our Perfect PresentmentP serfrce, used in conjunction with our controlled disbursement service, identifies all stop payment items and positive pay exceptions before they post to your account. We report exceptions to you on a same-day basis. Your decisions are due the following business day. By making the corrections prior to posting checks to your account, the daily funding totals that we report to you match your posting totals. The presentment times for our Philadelphia premier site – your current controlled disbursement account endpoint – are 8 a.m. cr and 9 a.m. CT. Please reference Appendix Tab G for the service agreement for Controlled Disbursement (Check Disbursements). The City reserves the right to open or close any number or type of accounts throughout the period, if necessary, although no changes are anticipated at this time. Confirmed City of Denton : 13 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 13. Services and Fees a+The City prefers a straight fee or direct payment method where analysis charges are debited to the Control Concentration Account. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Respondents should provide proposals for both the straight fee/direct payment method and the compensating balance method. An account balances should be grouped together for either calculation. Line item pricing will be the same regardless of payment method. As has been done in the past, compensating balances can be used to partially or fully offset service fees by applying a managed earnings credit rate to the average collected balances for the month. The current proposed earnings credit rate is o.25%. The rate is evaluated monthly and will be reviewed at the start of the new contract. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis statement each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account (earnings credit) Acknowledged. We will continue to provide our monthly analysis statement which contains the requested information. Please submit a sample of the monthly account analysis statement. Please see Appendix Tab B for sample account analysis statements. Safekeeping fees for the City’s investments shall be described on the account analysis statement and paid monthly. The City requires that all charges for securities clearance and safekeeping, including fees passed on from the Federal Reserve Bank or the Federal Home Loan Bank, be included in the account analysis statement rather than deducted from each security settlement. Acknowledged. City of Denton 1 14 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Attachment A contains the City’s average bank depository services activity last fiscal year, October 20r8 - September 20r9. Using Attachment A, please indicate the cost of providing each of these services on a per-item basis and include the associated Association of Financial Professionals (AFP) code, if different from those currently provided. Do not change/remove the current AFP codes provided. If appropriate, identify other services not listed with their associated costs and AFP code. Any service not appearing, or which does not have a fee indicated on the proposal form will be considered to be free of charge in the bank depository agreement. Acknowledged. Service fees are entered into the purchasing site as well as included in the pricing proposal in Appendix Tab A. 14.Automatic payroll deposit is a service the City offers its employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to employee’s bank, saving and loan, or credit union account. Please state the Bank’s procedure for this service and list appropriate cut-off times that would apply to both same day and two-day ACH processes. The City’s net payroll is approximately $3.3 million each pay period. Automated Clearing House (ACH) payment originations provide the City with efficient and convenient ways to transfer funds and receive reporting for payroll.Continuous ACH We develop and maintain our proprietary ACH system which the City has trusted year after year to provide timely and accurate payroll distributions to your employees. Our in-house capabilities help ensure that we can readily adapt to your needs and make system updates. Inherently scalable, our system can accommodate your existing and future transaction volume. The City has access to continuous ACH processing 24 hours a day, 7 days a week, with extended deadlines and no processing window restrictions. We supply electronic file confirmations within 15 minutes of receipt of your files, and we can warehouse files for up to 45 days before the effective date processlllg 24 hours a day, 7 days a week with extended deadlines and no processing window restrrctrons. The City originates same-day, one-day, and two-day ACH transactions primarily through our direct origination channel for payroll. Other origination methods are discussed below in the event there is interest in utilizing these in the future. Origination methods Options for direct origination, consolidated payables transmission, and internet origination let you determine the transaction method that suits your business. Direct origination – your current origination method You send us a Nacha-formatted file that contains the required ACH transaction information, such as City of Dentonl 15 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Routing and transit number Account number Dollar amount Effective date Consolidated payables nIe transmission You can initiate ACH payments directly from your treasury workstation, Enterprise Resource Planning (ERP) system, or accounts payable system. When you use our consolidated payables service, you save time by grouping ACH transactions and multiple other payment types in a single file. You can group debits, credits, and multiple payment types (such as payroll, credit card, and expense payments). Moreover, you can include domestic wires, international wires, U.S. dollar checks, and Canadian dollar checks. The service separates payments by type and processes them accordingly, sending traditional or human-readable remittance information to the payee, as appropriate. Online banking portal transmission Initiation through our ACH service on our online banking portal allows the City to originate ACH transactions without needing to create your own Nacha-formatted files. Once you build a template based on the payment type, it’s quick and easy to create ACH transactions and submit them to us for processing. ACH origination deadlines Input method Same-daysettlement (on-us)i ;fiT ?; t 8:00 a.m. CT 12:00 p.m. CT i and £tiF=rr?Jnt s£il-eR:rIP 8:00 p.m cr 11 :00 p.m CTDirect origination 8:00 p.m Consolidated payables filetransmission 7:30 p.m. CT 8:00 a.m. CT and 12:00 p.m. CT 7:30 p.m. CT 7:30 p.m. CT Online 6:00 p.m. CT 8:00 a.m. CT and 12:00 p.m. CT 8:00 p.m. CT 8:00 p.m. CT API 8:00 p.m. CT 11:00 a.m. CT 7:30 p.m. CT 10:30 p.m. CT 1. Both the originating account and receiving account must be Wells Fargo accounts. The $100,000 transaction limit for Nacha’s Same Day Rule does not apply to on-us transactions. 2. Transactions more than $100,000 and international transactions (IAT) are not eligible. Funds from incoming credits are available by 5:00 p.m. local time. 3. We recommend two-day settlement for payroll payments. ACH reporting Our Treasury Information Reporting service provides comprehensive intraday and previous day reporting of ACH information. With our Alerts service, the City can select the criteria for when to receive notifications on ACH received activity and ACH return activity. The City views reports and alerts online; there is an option to receive them by email or transmission. City of Denton 1 16 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Online From our online banking portal and our mobile service,* the City receives ACH reporting that includes transaction information, company name, customer ID, company ID, entry class code, entry description, and discretionary data. *Requires an iPhone, iPad, or iPad Mini running iOS version io.1 or higher, or an Android device with version 7.o or higher. You can view, print, and download any report into your accounting, treasury workstation, or spreadsheet applications. Downloading and viewing options vary based on the report you choose. Format options include: BAI v2 CSV Excel HTML PDF Email notification With our Secure Document Delivery service, you can receive an email that notifies you when your ACH reject and ACH delete and reversal reporting is available. Click on a link in the email to retrieve your report easily. Automated transmission ale The City can receive an automated transmission file that contains the same information available in our online ACH reports. You can choose from two format options – BAI V2 and ISO 20022 XML. Our daily transmission file contains previous day information; our intraday transmission file contains same day information that you can receive as frequently as every 15minutes. We offer an additional transmission reporting option with our consolidated receivables service. It translates and consolidates ACH payments and remittance information with other payment types. Then, it reports this data to you for automated posting to your receivables system. 15.Please provide information pertaining to payroll cards, if provided. Wells Fargo recognizes the importance of providing financial options for the unbanked and underbanked, including those individuals who might be employees of the City. While we do not have a payroll card program, we are committed to working with the City on alternative options and financial programs to provide to all your employees. Through our Wells Fargo branches, the Clear Access Banking account can be offered to customers who may have had past issues and help them rebuild their banking relationship. Your employees can work directly with Denton area branches to get more details on this account and determine if it is solution for them. In addition, we are pleased to continue offering the City access to our Wells Fargo at Work program. City of Denton 1 17 DocuSign Envelope ID: 0C6F43FB-297CJ16AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Enhanced employee benefits for the City Our program helps you enhance your financial wellness benefits for your employees by providing: • Financial wellness workshops delivered at your locations • Customized materials to help promote the City’s program benefits • Support for company initiatives to help increase participation, such as encouraging direct deposit or retirement savings • Options to help your employees keep their financial priorities on track • Online, mobile, phone, and in-person access* *Your mobile carrier’s message and data rates may apply. Availability may be affected by your mobile device’s coverage area. Your Wells Fargo At Work program representative helps to implement the program, and serves as your single point of contact. Additional resources for the City’s employees banking with US Financial health conversations Your employees can help improve their financial well-being and build confIdence by speaking with a Wells Fargo Financial Health Banker. This complimentary service is offered Monday through Saturday, from 8:oo a.m. until 6:oo p.m. CT. The conversations are focused on helping with the following: • Find new ways to reduce spending and build savings • Take control of debt, and pay bills with confidence • Make credit work for you, not against you Steps to Better Banking We welcome new checking customers with email, online, and ATM communications on how to use key services and maximize account benefits. The step-by-step series includes videos and tips, such as how to set up alerts and bill pay, make a mobile deposit, and pay friends and family. My Money Map Our online money management tools can help your employees map their own financial plan and see their finances in a new way. With one click, the tools help track their spending, budget, and savings activities – displayed in easy-to-understand charts. Transactions from Wells Fargo deposit and credit accounts are automatically updated, so you can monitor your progress and adjust as needed. 16. Please indicate whether or not non-account holders, employees and/or vendors, will be charged a fee to cash disbursement checks issued by the City. We are pleased to continue offering check cashing at our branches at no cost for non-account holders. This fee waiver is reflected in our pricing proposal as well. City of Denton 1 18 Benefits DocuSign Envelope ID: 0C6F43FB-297Cd+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 17.Does the Bank offer any tjpe of sweep account where excess City funds could be invested at a higher rate overnight than in a commercial account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateraHzed or insured certificates of deposit that the City could utilize daily as an investment alternative? if so, please explain the fund’s parameters and interest earnings history and attach a prospectus. (I$,In the current environment (Q4 2020), the bank’s commercial account/earnings credit rate is a more optimal solution for operating funds. However, for excess funds or in the future as the rates increase, our money market mutual fund sweep can offer an alternative solution for the City. Sweep accounts provide you with an automated solution for optimizing hInds and earning interest on balances invested overnight. Because investments are either overnight or short-term, the City has daily access to your money. Once you determine a target amount (which can be zero), we sweep excess collected balances over the target amount from your checking account to an investment. Alternately, we sweep excess collected balances over the target amount to pay down a line of credit, depending on your cash flow needs. Automated investment of funds By sweeping automatically each night, our service eliminates the need for costly and time-consuming manual funds movement to and from investment accounts. Accuracy of funds transfer Sweep transfers occur after all the day’s debits and credits post to your account. This helps ensure that the sweep won’t accidently overdraw your account. Consolidated reporting With all of our sweep options, you receive a monthly statement that includes information on your balances and the interest paid on your investment. Our confirmations provide you with sweep transaction activity and daily rates. You can monitor your sweep activity online using our information reporting service. We can also deliver your statements and notifications electronically. Sweep options Money Market Mutual Fund Option Our Money Market Mutual Fund Option* automatically sweeps excess collected balances into one of our Wells Fargo Money Market Mutual Funds: • Government Money Market Fund • Treasury Plus Money Market Fund City of Denton 1 19 DocuSign Envelope ID: OC6F43FB-297C-+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Because funds stay invested until you need them, you can generate earnings without sacrificing access to your cash. If your checking account balance is above your target balance at the end of the day, we’ll automatically sweep the excess balance from your account into a Federal Deposit Insurance Corporation (FDIC)-insured omnibus accountt at the bank. At the beginning of the next business day, we transfer the funds to the money market mutual fund custodian. The custodian invests funds in a non-FDIC insured, non-bank guaranteed money market mutual fund.+ t Funds transferred to the omnibus account are eligible for FDIC insurance up to the allowable limit. Additionally, government deposits remain collateralized in accordance with state or federal law. We hold funds in the City’s name until released for investment the following business day. +This is just a summary. For complete information, please see the MeNs Fargo Stagecoach Stueep® Service Description and the current prospectus for the Wells Fargo Fund@ . Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Funds. Other affiliates of Wells Fargo & Company provide sub advisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds Distributor, LLC, Member NASD/SIPC, and affiliate of Wells Fargo & Company, Your investment in a money market mutual fund will be pooled with funds belonging to other investors in an omnibus investment account in the name of Wells Fargo as agent on behalf of all its customers invested in the money market mutual fund. An investment in a money market mutual fund is not insured by the FDIC or any other government agency. Although the mutual funds seek to preserve the value of your investment at $1.oo per share, it is possible to lose money by investing in a money market mutual fund. In addition, mutual funds are not guaranteed by Wells Fargo and may lose value. For more information regarding the money market mutual fund investment sweep option, obtain a current prospectus for the money market mutual fund by visiting wellsfargofunds.com, by calling 1-8oo-26o-5969, or by contacting your Wells Fargo relationship manager. Consider the investment objectives, risks, charges, and expenses of the investment carefully before investing. This information can be found in a current prospectus. Please read it carefully before investing. *Not FDIC insured, no bank guarantee, and may lose value. Please see Appendix Tab D for fact sheet and prospectus information. 18. Retail utility lockbox ae The City requires retail lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The utility lockbox service must be a year-round operation. Specify iflockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s utility account. While we understand that the City may choose to continue your existing retail lockbox relationship, Wells Fargo does offer a wholetail lockbox solution that several of our municipal clients use for utility payments. The service is described in detail throughout this section. Our wholetail lockbox is bank owned. City of Dentonl 20 DocuSign Envelope ID: 0C6F43FB-297CJt6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management b. Bank capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. i. The Respondent must obtain one (1) post office box for utility payments. You can streamline your remittance processing by directing payments accompanied by an OCR- scannable coupon, and payments received with nonscannable remittance documents to a single wholetail lockbox at Wells Fargo. As part of implementation, Wells Fargo will establish a post office box number. By using our wholetail lockbox to process your payments, you get the technological advantages of high-speed retail lockbox processing with the flexibility and data collection capabilities of low-volume wholesale lockbox processing How it works The following diagram shows the wholetail lockbox workflow. Scan checks and coupons, capture data Verify data captured is correct „=“.e:% i:II J=Eg: customer Check is Check is extractedmailed ts sca11 IIable coupons Scan checks and remittance documents Input data Post office pickup schedule The following table lists the post office pickup schedule (in local time) for our Dallas lockbox site City of Denton 1 21 DocuSign Envelope ID: OC6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Post office location Dallas Main Post Office AM 12:30, 3:30, 6:30 PM 12:30, 8:30 Friday PM 1:30, 6:30 AM 4:30 PM 12:30, 2:30, 6:30, 11:30 AM 4:30 PM 12:30, 2:30, 6:30, 11:30 Deposit deadlines The following table lists our deadlines. We include payments received after your established deadline (including any payments processed during the weekend or on a holiday), in the following business day’s work. Deposit deadlines Lockbox site Deposit times# Dallas 4:00 p.m *All times are local. Image options When you use our image service, you’ll have less paper to store and more access to the information you need to research and apply payments – without the hassle of storing paper documents. You can view images of all lockbox documents, including checks, remittance documents, and correspondence. Internet, transmission, and DVD delivery options are available. Online Your images are available within two hours of your deposit deadline. As a standard, we archive images for seven years. However, we do offer shorter retention periods (90 days, one year, or two years) to customers who don’t have a business need to access images for seven years. Our online image service is the quickest option to help you resolve exceptions You can search for transactions using various criteria (including keyed data) by entering either a single value or a range of values. Additionally, you can assign a payer name to a unique account number and routing transit number combination; which lets you search for payments from a particular payer. and satis b' customer service needs. City of Denton 1 22 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Transmission ale We post a daily transmission file on our secure website that contains images of your lockbox checks and any corresponding documents. You can download the file from our website and archive the images on your internal system. You have the option of intraday or next-day file transmissions. Intraday - A separate image file for each batch of work we process is available within two hours of your deposit cutoff in either a zip or a PDF ale. Next day - A consolidated zip file containing all of your images from the previous day is available by 7:oo a.m. ET / 6:oo a.m. CT / 5:DO a.m. MT / 4:oo a.m. PT the following business day. Disk delivery You can choose to receive your images on a CD or DVD on a regular (monthly, semi-monthly, or weekly) basis. Optional Features Accounts receivable transmission To help eliminate errors associated with manual keyed entry, you can receive an electronic transmission of your remittance detail. You can use it to update your accounts receivable system, treasury workstation, or ERP platform automatically. Your file can include data from other sources, such as wire and ACH. We generate transmissions to your specifications for frequency and format, including standard BAI v2 and EDI layouts. We offer customization for non-standard formats for an additional fee. Credit card processing If your customers provide credit card information, we'll process their payments by keying the information into our credit card processing application. They can use any card with the Visa®, Mastercard®, American Express, or Discover logo. City of Denton 1 23 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Optional Features Exception processing Using our online decision tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you two options: • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) • Reject the payment and have us mail it to you Virtual lockbox You can scan and send us images of checks, correspondence, and invoices you receive at your location. We can then process and deposit them like your other lockbox payments. We’ll include these items in the image and data transmission files we send you for uploading to your accounts receivable system. ii. An payments must be processed within 24 hours. Timeliness We use a color-coded tagging system to track payments and help ensure we process them within 24 hours. In addition, supervisors inspect mail receiving areas and processing bins to help ensure timely processing of payments. As needed, we’ll use system tools to confirm either the processing of a customer’s work or the recording of a zero deposit in our system. iii. The Respondent must be capable of retrieving mail from the post office, opening all correspondence, balancing contents, direct depositing to the City’s utility account, and transmitting updates/posting to the City of Denton customer accounts. Our post office retrieval times are listed under item i. Using our wholetail processing workflow, all mail will be opened, sorted and processed. We handle correspondence, including returned items and any other items, based on the processing instructions you set up during implementation. You can instruct us to return items back to you by mail or to capture images of items so that you can view them online. Within our online lockbox service, we create separate correspondence-only batches, which makes it easy for you to identify them. City of Denton 1 24 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management iv. The Respondent must be able to process the following payments: r. 1 check, 1 coupon 2. 1 check, multiple coupons 3. 1 check, 1 spreadsheet with listing of accounts 4. Multiple checks, I account 5. Check only 6. Electronic bill payments (EDI – Electronic Data Interchange) 7. Money Orders 8. Cashier’s Checks Our wholetail lockbox can process each of the payment types listed above. Items containing a scannable coupon will follow the wholetail, high-speed processing. Items without a scannable coupon will be sorted out and follow the wholesale workflow. This does not require the City to have to separate boxes. Item #6 Electronic bill payments – these payments are currently processed through our E-Box service. An overview of this service is provided below. E-Box Our electronic lockbox service repairs exceptions and merges all your customers’ online bill payments into a consolidated electronic remittance file. You use the file to automatically update your accounts receivable system and apply credits to your customers’ accounts. With our service, you are able to increase your straight-through processing rate of receivables and minimize your staffs time spent handling exceptions. Our electronic lockbox service accepts payments from all major bill service providers and walk- in bill payment providers. >>== Consumer initiates bill payment Consumer’s financial Biller service institution sends provider sends Remittance details remittance and funds to bank information and service provider funds to Wells Fargo Wells Fargo E-Box® service validates and consolidates payments to provide a single remittance file and settlement Bitter postsremittance information to accounts receivable system City of Denton 1 25 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management C+The Respondent must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount, and prepare a transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. Yes, a positive file is available for our wholetai1 lockbox service. We recommend the City send a daily positive file in order for the bank to have the most updated information on your customers’ accounts. We offer several options to eliminate manual keyed entry of payment information at your site. You can use any combination of these options. Online decisioning When you use our online decisioning tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you the following options: • = • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) Reject the payment and have us mail it to you Reject the payment and have us mail it back to the remitter’s name and address that you provide to us; we’ll include a the City-specific letter template to detail the reason for rejection Positive nIe You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. Online bill payment receipt Our online bill payment receipt service helps minimize exceptions while maximizing your straight-through processing rate. You can post payments automatically. We’ll merge your customers’ online bill payment data, apply additional data transformations, and generate a consolidated data file that is compatible with your accounts receivable system. Our service accepts payments from many bill service providers, as well as consumer credit counseling centers and walk-in, bill payment providers. Accounts receivable match We can accept a read-only copy of your accounts receivable information and use it to research payments that are missing information. To help ensure that we have the most current information, you would need to send us a daily accounts receivable file. City of Denton 1 26 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management d. The Respondent must be capable of accepting monthly stop payment ales which will include a listing of accounts that the City will not accept payment on. Yes, a stop file is available for our wholetail lockbox service. We recommend the City send a daily stop file in order for the bank to have the most updated information on your customers’ accounts. e. The Respondent must have the capability to sort out coupons identified for special processing (Plus One Program, change of mailing address, etc...). We use OPEX 150 technology to scan for the change of information box using mark sense technology. The system searches a single location on the front of remittance documents for amark sense box. Mark sense identifies pixel counts in certain areas of remittance documents to let our software know when a change of address or customer notation is present. Once detected, we’ll present the items to you in an image batch, or return the paper coupons to you for updating in your system. f. The Respondent must provide the City all miscellaneous correspondence received through lockbox (i.e., address changes, payment extension requests, etc...), bin stubs/coupons, and unprocessed payments within 24 hours. We handle correspondence, including returned items and any other items, based on the processing instructions you set up during implementation. You can instruct us to return items back to you by mail or to capture images of items so that you can view them online. Within our online lockbox service, we create separate correspondence-only batches, which makes it easy for you to identify them. g. The Respondent must submit daily and monthly reports indicating the number of pieces received and the total revenue deposited to the City’s utility account. You specify the deposit cutoff time you would like during implementation and we report daily deposit totals within two hours of this time. We report multiple deposits on the day they occur, within two hours of your specified deposit cutoff time. h. The Respondent must have the capability to transmit data and images electronically through the billboard or other application, on a daily basis, by 1:oo p.m. CST, in order to expedite cash flow and update customer accounts+ We provide images of all lockbox documents, including checks, and remittance documents. You can choose from the following delivery options. Online image retrieval With our online lockbox service, you can access your images within two hours of your deposit cutoff time. As a standard, we archive images for seven years. We do offer shorter retention periods (90 days or one year) if you don’t have a business need to access images for seven years. City of Denton 1 27 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Batch image retrieval is another option for viewing lockbox images. It groups batches of images into a PDF document for easy downloading. Batches generally contain 25 checks and their associated documents. All batched images can be displayed together. File transmission You can receive a transmission file containing images of your lockbox checks and any corresponding documents through our secure transmission platform. Two options Intraday You can access separate image files for each batch of work we process within two hours of your deposit cutoff. Next day You can receive a consolidated zip image file containing all of your images from the previous day by 6:oo a.m. CT the following business day. Two formats Zip file A zip file will contain images and an ASCII text data file. To view images, use either our viewing software or your internal archive and a browser. PDF* A PDF file will contain both transaction data and images. *Available intraday only. i. The Respondent must designate a dedicated on-site contact person for research and issue resolution. Your dedicated client service officer, Anita Ortega, will serve as the primary contact for research and issue resolution just as she does today with your other lockbox and treasury services. She will connect directly with on-site lockbox staff if needed. j. The Respondent must provide same day on-line viewing of an check images. You’ll have access to check, remittance documents, and correspondence images online, through a daily image transmission, or a monthly CD or DVD. We make online images available the same business day, within two hours of your deposit deadline. The online archive is available for up to seven years. You’ll have access to the image transmission for up to 31 days. k. The Respondent must have the capabilities to return payment envelopes. Due to the high-speed nature ofwholetail processing, our standard service offering is to discard and not image envelopes. We can work with the City to manage postmark dates through the use of positive/stop files eliminating the need to have envelopes returned back to the City. 1. The Respondent must have capabilities of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. City of Denton 1 28 DocuSign Envelope ID: 0C6F43FB-297Cdj6AC-A3D1457FBA51746B Wells Fargo Treasury Management Because the current lockbox payments are sent to the bank for processing, adjustments and returned checks will continue to be available for viewing as they are today. Deposit adjustments are available online through our Statements & Notices service through our online portal. Similarly, return item images and reporting are available online providing early notification to the City Positive ale You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. m. The Respondent must be capable of providing detailed viewing of payments that have not been allocated to an associated account for research and decision by 12:oo p.m. CST each day. The City will decision those payments so that they may be posted same day. We offer several options to eliminate manual keyed entry of payment information at your site. You can use any combination of these options. Online decisioning When you use our online decisioning tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you the following options: • • • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) Reject the payment and have us mail it to you Reject the payment and have us mail it back to the remitter’s name and address that you provide to us; we’ll include a the City-specific letter template to detail the reason for rejection Positive ale You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. Accounts receivable match We can accept a read-only copy of your accounts receivable information and use it to research payments that are missing information. To help ensure that we have the most current information, you would need to send us a daily accounts receivable file. City of Denton 1 29 DocuSign Envelope ID= 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management 19. Wholesale EMS lockbox a+The City requires wholesale HIPPA lockbox services for the purpose of collecting and processing the City’s EMS ambulance billing revenues. The EMS ambulance lockbox service must be a year-round operation. Service shall cover the processing of checks and other instruments submitted in payment of obligations to the City. Lockbox is an image only box, scanning all documents received within envelope. Returned mail shaH be forwarded to the City. By using our wholesale lockbox to process your EMS ambulance billing payments, you are able to accelerate collection of funds and reduce in-house processing expenses. This also allows your third party vendor to view the same information as the City staff. How it works The following workflow shows the wholesale lockbox process flow. Check is mailed Check is extracted and imaged Software assisted keying Quality assurance Image data to Information delivered electronic clearing to customer Post office pickup schedule Post office Weekdays Saturday location Sunday Dallas Main Post Office AM 12:30, 3:30, 6:00 PM AM 4:30 PM 12 : 30, AM 4:30 PM 12:30, 6:30 1:00, 10:30 Friday PM 2:30. 6:00 6:30 Reports Lockbox reports help you track and manage your cash flow more effectively. You can view availability and detail reports online. When you’re not near your computer, you can use your smartphone to access the availability report and view deposit totals for each of your accounts. Image options By using our image service, you have less paper to store and access to the information you need to research and apply payments without the hassle of storing paper documents. You can view images of all lockbox documents, including checks, remittance documents, correspondence, and envelopes. Internet, transmission, and DVD delivery options are available. City of Denton 1 30 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Specify iflockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s depositoryaccounte Wells Fargo owns and operates our Dallas wholesale/wholetail lockbox site. b. Banks capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. i. The Respondent must obtain one (1) post office box for ambulance payments. Confirmed. The City will continue using the existing post office box number; no changes are recommended. ii. All payments must be processed within 24 hours. Confirmed. Please refer to section 15 of our proposal for more information on processing payments within 24 hours. iii. The Respondent must be capable of retrieving mail from the post office, opening all correspondence, balancing contents, document scanning, direct depositing to the City’s depository account, and transmitting updates/posting to the City of Denton customer accounts. Our couriers pick up mail from the post office at the scheduled times, and deliver it directly to the lockbox department. This helps us process incoming mail as soon as possible. Our lockbox operators will then open and process mail according to the instructions that were established during implementation of this service. iv. The Respondent must be able to process the following payments: 1. 1 check, 1 coupon 2. 1 check, multiple coupons 3. 1 check, I spreadsheet with listing of accounts 4. Multiple checks, 1 account 5. Check only 6. Money Orders 7. Cashier’s Checks Confirmed. We will continue to process these payment types as we do today, according to the instructions documented during implementation of the lockbox service. City of Denton 1 31 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management 20. Remote Deposit Capture (RDC) or Desktop Deposit (DTD) ae The Respondent must have the capabilities of converting checks to ACH payments for priority processing. The City currently has RDC/DTD services in the Utility Billing and Risk departments. As the city continues to grow, other departments may be offered RDC/DTD functionality. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. You save both time and money by using our remote deposit service to deposit checks into your Wells Fargo account electronically. This service eliminates the need for your employees to take check deposits physically to the bank or even prepare a cash vault deposit via armored car service. An extended deposit deadline of 9:oo p.m. CT for same-day ledger credit means faster notice of returned items. Save time and money The scanner options including cost are included in the pricing proposal located in Appendix Tab A. In addition, we are pleased to offer the City a $lo,000 supply credit for replacement scanners. The credit can be used at any point during the contract to replace current scanners as they age. Wells Fargo continually solicits feedback from clients to improve our services, particularly as technology changes. We are committed to working with the City to find a scanner model that works consistently for your departments. How it works You scan checks for deposit by using an approved check scanner and computer with internet access. Next, confirm the check dollar amounts and verify the deposit balances. Then, submit the deposit to us; you receive a prompt confirmation. If you enroll in our Alerts service, we’ll send authorized users a deposit confirmation notice by email, text message, or fax. The following diagram shows the remote deposit process flow familiar to many of the City’s users ==-+ Receive checks Capture checks Review and submit deposit View deposit detail and returned-item images Features Image access As you scan checks, we capture their images and store them on our servers. Check images are promptly available online through our remote deposit service for 90 days; these same images are also available online through our online Transaction Search service for seven years. City of Denton 1 32 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Custom fields Using multiple discretionary data fields, you can enter customized information about the checks that you receive; this feature lets you search for checks using your own criteria and makes it easy to upload data into your accounts receivable system. Our quick data feature simplifies the capture process by automatically recalling some of your previously entered receivables data. Reporting You can generate the following reports through our remote deposit service. Available reports Report name Description Deposit Report This report contains general information (including deposit amount, number of checks included, and submission date) for deposits completed within the past 90 days. It is available in HTML, PDF, CSV, and Excel formats.* Deposit Reportwith Item Details This report contains general deposit information and item details for each deposit completed within the past 90 days. It is available in HTML, PDF, CSV, and Excel formats.* The HTML format includes links to display item images. Express Reportwith All Item Images This report displays a "quick" version of the Deposit Report with Item Details. It is available in PDF format and contains detail information and images for each item deposited (up to 1,000 items), and maintains a 90-day history. You can select the number of images (up to eight per page) that you would like to see. Deposit detailtransmission We offer a deposit detail transmission that can include discretionary data that you manually entered, in addition to check detail. This feature allows you to receive an electronic file for posting your receivables. +CSV, Excel, and HTML formats contain keyed discretionary data. User access The City’s designated system administrators establish users, grant them access, and set their check limits. Administrators can customize each user’s access. For example, a user can have scan-only access for one account and balance-only access for another account. This flexibility lets you implement dual controls so that one person scans and another person submits a deposit. Batch deposits You can create multiple batches within one deposit. This batching simplifies balancing when you have checks for multiple entities in the same deposit. City of Denton 1 33 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Mobile deposit You can capture check images and deposit funds* to your account with the camera of a mobile device.t Mobile users, such as on-the-road personnel, can accept customer checks and deposit them immediately. *One check per deposit. tRequires an iPhone, iPad, or iPad Mini running iOS version 11 or later or an Android device running 7.o or later. Updates Because our service is entirely internet-based, it does not require the installation of any software (other than a scanner driver). Any updates we make are promptly available to you when you access the system. Quality control Before submitting a deposit, you’ll have a chance to review the scanned items, and make corrections (such as rescan images, enter missing data, and verify item amounts) to balance the deposit. Then, you’ll submit the deposit to us. Our Electronic Deposit Center inspects and analyzes the image quality of all items, looking for illegible items, image issues such as streaking or interference within key areas, and image contrast. While image quality exceptions are rare (accounting for approximately 1% or less of all items we process), we follow process for handling them. If there is an item that we cannot clear, we follow an adjustment process and notify you accordingly. 21. Collected funds definition a. The City desires to receive same day credit for an funds deposited by 3:oo p.m. CST. The funds should be investable for any investment transaction that can be executed. If not invested, the funds should earn interest/earnings credit at the rate paid for Commercial accounts. Confirmed. Cash vault service Deadlines for cash vault service Different deadlines apply for cash only, check only, and mixed deposits of cash and checks. The following table lists deadlines by deposit type and location, in local time. City of Denton 1 34 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Cash vault eposlt aeaallnes uraer aeaallnes Cash-only Check-only Mixed Touch tone Online site Texas Dallas 5:00 p.m. 5:00 p.m. 4:00 p.m. 11:00 a.m. 10:30 a.m. Remote capture service Our remote capture service offers an extended deposit deadline of 9:oo p.m. CT for same-day ledger credit. b. Please explain how the Bank calculates its Interest Rate and/or Earnings Credit Rate (ECR). We set our earnings credit rate (ECR) and interest rates each month after evaluating a combination of factors including changes in the Fed Funds Target rate and other market factors. We do not use indexes, such as the Treasury Bill (T-BaD, to set the standard rate. We set the rate at our discretion and may adjust it during the month to react to market changes. We do not deduct a reserve requirement prior to calculating the ECR. We calculate your earnings credit on l00% of your investible balance (also called average daily positive collected balance). c. What is the Bank’s minimum guaranteed Interest and/or ECR and how would that change in the future if interest rates increase? Wells Fargo Bank N.A. did not provide a floor or a ceiling on interest rates and or ECR. We set our standard earnings credit rate (ECR) internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate and competitor ECRs. We do not use indexes, such as the Treasury Bill (T-BiID, to set the standard rate. We set the rate at our discretion and may adjust it during the month to react to market changes. We do not deduct a reserve requirement prior to calculating the ECR. We calculate your earnings credit on l00% of your investible balance (also called average daily positive collected balance). d. Please attach a funds availability schedule. Please refer to Appendix Tab C for our funds availability schedule. 22. Commercial account rates/alternative accounts ae Please provide a detailed explanation of the Bank’s policy and methodology used in the setting of interest rates paid on commercial accounts. Also, provide a schedule of all interest rates paid on commercial accounts since January 1, 2020. Specifically indicate if the interest rates are applied to ledger balances or collected balances and how it is City of Denton 1 35 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management calculated. Indicate when the interest rates change and if they are based on a market rate such as a T-Bill discount or yield rate. If the Bank proposes to pay the City a different interest rate on its commercial account, please explain. Similar to earnings credit rates, interest rates are also evaluated monthly based on a combination of factors. Interest rates are applied to collected balances. Our interest rate since January 2020 has been o.17%. We will continually evaluate the market and the rates available to the City of Denton throughout the term of this contract. As rates increase, we will inform the appropriate City contacts to determine what account product will yield the best benefit. b. If the Bank proposes a different type of account, whether interest bearing or not, please provide a detailed explanation of such alternative account and how FDIC insurance may apply. As an alternative to your current structure, Wells Fargo offers a hybrid earnings credit/interest bearing account described below. With a Government Advantage Checking account, you can manage your depository needs while enjoying the benefits of an earnings credit allowance. You can also earn interest on unused balances. This full-service account is available only to governmententities You’ll have unlimited access to available funds, with no limit on the number of transactions you can make Funds in these accounts are demand deposits – not investments – that when combined with other accounts in the same legal entity are insured by the FDIC to the maximum amount allowed. Additionally, we co11ateralize the funds in the account to the extent required by law. At the end of the month, we Calculate average positive collected and investible balances Use an earnings credit rate to determine the balance needed to offset analyzed fees Pay interest or charge fees to your account using the following criteria: • if your average positive collected balance exceeds the balance needed to offset fees, we pay interest on your unused balance using a competitive interest rate+ • if the balance needed to offset fees exceeds your average positive collected balance, you are charged for the remaining feest VI:he unused balance equals your average positive collected balance less the balance needed to offset fees. The remaining fees equal the total fees less the earnings credit allowance. City of Denton 1 36 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 23.Electronic Lockbox Services a+The City requires E-Lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The Utility E-Lockbox service is a year-round operation. Please list any applicable E-Lockbox charges. Only the E-Lockbox charges listed on Attachment A and in this section will be acceptable in the monthly account analysis statement. Once selected as the City’s Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during thecontract term. E-Box Our electronic lockbox service repairs exceptions and merges all your customers’ online bill payments into a consolidated electronic remittance file. You use the file to automatically update your accounts receivable system and apply credits to your customers’ accounts. With our service, you are able to increase your straight-through processing rate ofreceivables and minimize your staffs time spent handling exceptions. Our electronic lockbox service accepts payments from all major bill service providers and walk- in bill payment providers. More information is included in the retail lockbox section of our response. Pricing will remain constant for the entirety of the contract. > A$>a‘ Consumer initiates bill payment Consumer’s financial Biller service institution sends provider sends Remittance details remittance and funds to bank information and service provider funds to Wells Fargo Wells Fargo E-Box® Biner posts service validates and remittance consolidates information to payments to provide accounts receivable a single remittance system file and settlement 24. Other Services ae Positive Pay – Must have capabilities to receive daily disbursement (payroll and accounts payable) ale #om the City and verify the check number, check amount, check date and pa)'ee name. Must provide daily e- mail and/or on-line notification services of daily exceptions. Please provide details on this service and any applicable agreements. Positive pay is an important tool for reducing losses due to check fraud or check processing errors. With the City's current next-day positive pay service, we identib' checks that may be n:audulent or unauthorized by matching checks presented against your account for City of Denton 1 37 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management payment to the check issue information that you provide us. We report positive pay exceptions to you through our fraud manager tool on our online banking portal and mobile service. Through either, you view exceptions, including images, and make pay and no pay processing decisions. By using our Alert service, City users receive timely noti6cation of positive pay exceptions through email, text or both. Our positive pay at the teller line and optional payee validation service provide additional review to discover unauthorized checks early in the presentment process. Check verification The City sends your check issue information to Wells Fargo using a transmission method. We accept issue information 24 hours a day, 7 days a week. If we receive your check issue information prior to lo:oo p.m. CT, we process and update it before we update the system with checks presented for payment that night. We can update your check issue information more than 50 times each day. Positive pay references check issue information to verify checks You can view exception images quickly and easily then make pay or return decisions using our fraud management tool on our online banking portal and mobile service.t Next-day positive pay Our next-day positive pay service compares checks presented against your account to your issue file information after the checks post. We review all positive pay exceptions, reverse checks that we can correct (such as encoding errors), and repost them the following business day. This feature saves you time and money because we research and resolve the majority of your exception items for you. Payee validation The City utilizes our optional payee validation service. You include payee names in your check issue file exactly as they appear on your checks. We validate payee names on all checks presented for encashment at our teller windows and on deposited checks above the threshold dollar amount. We pay payee matches and report payee mismatches to you through our fraud management tool. As with the positive pay services, you’ll make your pay or return decisions through either the online banking portal or mobile service. b. Accounts Payable ACH Processing – Must have capabilities to allow payment of City liabilities through ACH processing. Please identi& the process, costs and on-line reporting/viewing services associated with this process. Must be able to submit electronic data for both debits and credits. Must be able to reverse debits and credits. Explain how recipients may be able to view details of payment (i.e., invoices paid, purchase order reference, etc...) . Earlier in our proposal response, we detailed our ACH capabilities when discussing direct deposit functionality. This same ACH network and platform is available, and utilized today by City of Denton 1 38 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management the City, for other electronic payments such as accounts payable, in addition to the information provided earlier, we also provide information on deletes/reversals, reporting and other important information. ACH reporting Our Treasury Information Reporting service provides comprehensive intraday and previous day reporting of ACH information. With our Alerts service, the City can select the criteria for when to receive notifications on ACH received activity and ACH return activity. The City can view reports and alerts online or receive them by fax, email, or transmission. Today, the City uses the online option to access reports. Online From our online banking portal and our mobile service,* the City receives ACH reporting that includes transaction information, company name, customer ID, company ID, entry class code, entry description, and discretionary data. *Requires an iPhone, iPad, or iPad Mini running iOS version lo.1 or higher, or an Android device with version 7.o or higher. You are able to view, print, and download any report into your system. Downloading and viewing options vary based on the report you choose. Format options include: BAI v2 CSV Excel HTML PDF Email notification With our Secure Document Delivery service, you can receive an email that notifies you when your ACH reject and ACH delete and reversal reporting is available. Click on a link in the email to retrieve your report easily. Automated transmission ale The City can receive an automated transmission file that contains the same information available in our online ACH reports. You can choose from two format options – BAI V2 and ISO 20022 XML. Our daily transmission file contains previous day information; our intraday transmission file contains same day information that you can receive as frequently as every 15minutes ACH rejects We post ACH rejects as a separate settlement item on reports and statements. We consolidate rejects from the same file with the same settlement date as a lump sum before posting them to your account. To reconcile your rejects, we offer ACH reject reporting options through our online banking portal, email, fax, and transmission. c. Bank capability to meet the following must be detailed in the proposal. i. Bank statements must be available by the 5th working day and accessible through on-line reporting services. ii. Wire transfers detailed information must be noted on the bank statement and accessible through on-line reporting service. City of Denton 1 39 DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management iii. ACH detailed information must be noted on the bank statement and accessible through on-line reporting service. iv. Credit card merchant IDs and City location reference numbers must be noted for deposits, adjustments, and chargebacks on the bank statement and accessible through on-line reporting service, if applicable. v. Deposits must include the deposit slips serialized numbers and City location identifications on the bank statements and on-line reporting service. vi. All deposit adjustments, returned checks, etc..., noted on the bank statement and on-line reporting services must include original deposit information (serialized deposit slip number and City location identification) . vii. Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc...., by e-mail and on-line notification service. viii. Must receive reconciliation files electronically. Acknowledged. Wells Fargo will continue to provide this information to the City in our online reporting tools. Detailed information on reporting is included in the next section, Online Banking System. P.0. BaK 63020 SHI TRiwei SCI) , CA 94163 ABC CXRJDRXTIOII 06.1 SXX PAGE IR£Xswr wuGBwr CUEFP seR/ICES t-80&X?-'d£bLS orrrau ez B£RraD SIBXX ID54WX IngE POSTED 5.03.XX 5.06.XX 5.03.XX S.06.XX 5.06 . XX nowt 10 .00 tOO . 000.00 0.00 ltD . 00 0.00 VOIDS nD anGELS FEPaRT TRA)6XT19B DESaRIPtiO ll acl/l ChICO : VODD TUFAL VOIDS IOTA CAIC£LS/1 IDTAL HeELS/HI d. Online Banking System i. The City requires a fully hosted on-line banking system in order to minimize the impact on City servers. Acknowledged. I. City must have full authorization to add/delete/edit users as needed. Your company administrators use our online administration service to add, disable and delete users easily and perform other administrative functions. You can structure authorization controls to meet the City’s needs and risk management requirements. 2. System must allow the City to date wire transfers for a future date. How many days can a wire be postdated? Yes. Our system can warehouse instructions for future value dated U.S. dollar wire transfers, up to 60 calendar days in advance of the value date, through all of our initiation channels. We do not charge a fee for warehousing these instructions. City of Dentonl 40 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management 3. City requires dual authorization when providing access, setup of templates and transfer of funds. What other control options are available? In addition to dual custody, the bank also requires a pin and security token for money movement applications. The security token is available as a physical token or conveniently through our mobile platform. 4. System must allow the City to view images of cleared checks. The City has access to images of checks and documents, including paid items, returned items, and adjustment images through our online banking portal. Images Paid and deposited items With our Transaction Search service, you can search and retrieve images of paid and deposited checks. You can view images online and download them in PDF or RTF formats. Images are available by 8:oo a.m. CT the business day after posting. Some images may also be available on a current day basis. Images are available for seven years. Returned items Images of returned items are available through our online Returned Items service and our Image File Import service. You can view images online and download them in PDF or RTF formats. We provide archive-ready files and PDF files through our Image File Importtransmission service. We maintain online images of returned items for 180 days. After 180 days, you can request returned item images from Treasury Management Client Services for seven years. Adjustments You access deposit adjustment information online that includes the adjustment reason and transaction details. When available, images of corrected checks are included with the notice. You can view images online and download them in PDF format. Adjustment notices are available through our Statements and Notices service for 180 days. After r80 days, you can request a copy from Treasury Management Client Services for a period of seven years. Image transmission service Our Image File Import service provides data and images for paid checks, deposited items, and returned items, which would be useful for maintaining an image archive, if needed. Your Treasury Management Consultant can provide additional information. 5. Does the system show transactions in real-time or are they prior business day? The City accesses both intraday and prior day information through our online reporting service and mobile service. The following table details report availability through our online information reporting service. City of Denton 1 41 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Previous day reports Availability (CT) Express Balance Month-to-Date Balance Previous Day Posting Status Previous Day Composite Previous Day Returned Item Detail Sweep Account Position Tuesday – Friday: 5:30 a.m. Saturday: 7:30 a.m. Tuesday - Friday: 5:30 a.m. Saturday: 7:30 a.m. Tuesday – Friday: 5:30 a.m. Saturday: 7:30 a.m. Tuesday – Friday: 5:30 a.m. Saturday: 7:30 a.m. Tuesday – Friday: 5:30 a.m. Saturday: 7:30 a.m. Tuesday – Friday: 5:30 a.m. Saturday: 7:30 a.m. City of Denton 1 42 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Intraday reports Availability (eT) Controlled Disbursement Detail Philadelphia Monday – Friday: 8:00 a.m. and 9:30 a.rn. Controlled Disbursement Summary Philadelphia Monday – Friday: 7:30 a.m. and 9:00 a.rn. Deposit Detail Monday – Friday: We update throughout the day, approximately four hours after you submit your electronic deposit. E-Box®Monday - Friday: We update throughout the day from 12:30 a.m. through 8:30 p.m. EDI Payment Detail Monday – Friday: Data is available at 7:30 a.m., 12:00 p.m., and 5:00 p.m. Payments received after 4:00 p.m. will show on the report the next day. Intraday Composite Monday – Friday: We receive feeds from various systems throughout the day, from 12:30 a.m. through 8:30 p.m. Intraday Position Monday – Friday: We receive feeds from various systems throughout the day, from 12:30 a.m. through 8:30 p.m. Intraday Returned Item Detail Monday - Friday: Intraday file: 5:30 a.m. Updated intraday file: 6:00 p.m. Lockbox Availability Monday – Friday: Approximately two hours after your lockbox deposit deadline(s). Updates then occur every 15 minutes between the hours of 8: 15 a.m. and 3:30 p.m. We do not report lockbox deposits with a deadline after 3:30 p.m. on an intraday basis. City of Denton 1 43 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Lockbox Detail Monday – Friday: Every 15 minutes from 8:15 a.m. to 3:30 p.m. Wire Transfer Detail Monday - Friday: Available in real time from 7:00 a.m. to 7:30 p.m. ACH reports Availability (CT) ACH Customer Activity Monday – Friday: 11:30 a.m. ACH Origination 60 - 90 minutes after the ACH system creates the file.# ACH Receive Monday – Friday: 60 – 90 minutes after the ACH system processes the transactions. ACH Return/NOC Monday – Friday: 1:00 a.m., 5:00 a.m., 1:00 p.m., 5:00 p.m., and 9:00 p.m.t Statements Availability (CT) ARP statement and reports Monday – Friday: 8:00 a.m. We generate statement and report data based on the cycle you select. DDA Cycled Statement Monday – Friday: 5:30 a.m. *The ACH system runs 24 hours a day from 5:00 p.m. Sunday to end-of-day Friday. tWe distribute reports up to five times a day. You can choose the distributions that best meet your needs. 6. What are the Bank’s procedures for failed wire transfers (i.e., the recipient bank rejects the wire)? Reports If the receiving bank rejects a wire transfer, it returns the wire to Wells Fargo. We report the returned wire to the City as an incoming wire on your current and prior day information reporting. We make this reporting available to you online. We update current day reporting multiple times throughout the day, and previous day information reporting at 5:30 a.m. CT each business day. Notifications You can receive optional notifications* (immediately or at specific time intervals) about incoming wires by email, fax, and text message. These notifications let you know when to sign on to our online banking portal to retrieve information about an incoming wire. *Additional fees may apply. City of Denton 1 44 DocuSign Envelope ID: 0C6F43FB-297Cd16AC-A3D1457FBA51746B Wells Fargo Treasury Management 7. Please explain the Bank’s on-line system and be prepared to provide ademonstration. As current users of our online portal, the City utilizes and relies on the service daily to provide accurate and timely information. In the below paragraphs, we provide an overview of the service, highlighting key features that the City uses today. While potentially not necessary, we will be happy and prepared to provide a demonstration if required. Our online banking portal is available 24 hours a day, 7 days a week, providing you with single sign-on access to account information and a wide range of financial services. By customizing your portal home page, you can view your account balances and transaction information at a glance. The services you can access through our online banking portal are listed in the following table. Current services are notated by an asterisk. Online services Treasury Management ACH Payments Alerts* Basic Banking Cash Vault* International Services1 Canadian Treasury Services Foreign Exchange CEO® Trade • Export Services • Import Services • MIS and Images Deposit Maintenance Desktop DepositP* E-Box® Decisioning Credit, Loan, and Finance Electronic Document Delivery Asset Based Lending Fraud Manager+Business Credit Services • Positive Pay • Check Issues2 • ACH Fraud Filter Credit Management Fed Funds Online Global Fed Funds Healthcare Claims Payments Interest Rate Management Healthcare Supplier Payments Loan Document Templates Lockbox*Mortgage Information Reporting Receivables Financing Supply Chain Finance Payment Manager® Payment Manager® File Validation Tool Returned Item services+ Warehouse Lending Finance Reverse Positive Pay SAFE Transmission+ WFBCI Customer Reporting Trust and Investment3 C£O® Administration * Fed Funds Statements & Notices& Sweep Statements and Confirmations Institutional Investing: Reporting Institutional Investing: Trading Market Linked Investment OfferingsTransaction Search* • Search Transaction History • Images Mutual Fund Reporting Mutual Fund Trading City of Dentonl 45 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Online services e drsaE Prime • StoP Payments Retirement Plan Payments Treasury Information Reporting+ Retirement Professionals • Cash Flow Analysis Workstation , Pooling and Intercompany Retirement Solutions Loans Securities Lending Reporting WellsTax9 payments Security Valuations Wire Transfer* Trust Analytics Purchasing Trust Information Delivery Commercial Card Expense Trust Portfolio Reporting Reporting Trust Transaction Management Wells Capital Management Wells Fargo Advantage Funds Wells Fargo Securities – Fixed Income Sales IDeposits held in non-U.S. branches are not FDIC insured. 2Add new checks, cancel existing checks, or place stop payments. 3Investment products are not FDIC insured, are not deposits of, or guaranteed by the bank, and may lose value. Deposit and credit products are offered by Wells Fargo Bank, N.A. Member FDIC. Features and capabilities With our online banking portal, you can • Sign on for services, including alerts by email or text • Centralize your payment and disbursement capabilities • Place stop payments, research transactions, and view images • Customize and download current and previous day reports • Initiate domestic and international ACH payments, wire transfers, and foreign exchange, trade, credit, and trust transactions • Mitigate fraud and operational risk with advanced monitoring tools • Set and manage user authorizations, transaction limits, and assign administrators Hardware and software requirements You can access our online banking portal through most web browsers that use 256-bit Secure Hash Algorithm (SHA) encryption without any proprietary software. Hardware requirements are specific to the operating system and browser you are using and specific services such as Autolink and Desktop Deposit(8' . We support all operating systems that meet our current browser* and plug-in requirements, as listed in the following table. City of Denton 1 46 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management *While our services may work with older versions of the operating systems and browsers listed in the table, we don’t formally support them. System requirements+ Supported operating systems • Windows 10 and Windows 10 Professional • Windows Server 2012 • macOS Mojave 10.14 • macOS High Sierra 10.13 Supported browsers • Microsoft Internet Explorer 11 • Microsoft Edge • Safari (only on Mac) • Mozilla Firefox (only on Windows) • Google Chrome Browser plug-ins and settings • Adobe Reader 7 (for viewing reports) • Adobe Flash Player 7 (for viewing tutorials) • JavaScript-enabled • Session cookies-enabled • XHR-enabled User level • Administrative rights to the computer where Autolink will be installed +System requirements are subject to change and may vary for other online applications. For the most current requirements, go to wellsfarqo.com/ceosystemrequirements. Security features User security All users must enter a company ID, user ID, and password to access our online banking portal. In order to access transaction-based or user management services, a user must enter a PIN and token code. This second level of authentication helps ensure that the individual performing an activity on your account is authorized to do so. City of Denton 1 47 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Dual custody To reduce your fraud risk, we require dual custody (separate users to initiate and approve) to release online payment transactions, and for any administration services related to transaction- based services. Dual custody is an industry standard and best practice. This feature helps protect against fraud that could originate inside or outside your company For maximum effectiveness, dual custody should involve two users on different computers or mobile devices.Dual control For added securlty, users initiate 6 and approve A separately. f) You can choose to add dual custody to other online features such as user setup and password resets. By separating user tasks to initiate and approve a payment or make changes to user access, you are better positioned to help prevent fraud. Additional security measures In addition to user authentication, we offer extensive security measures to help safeguard your information when you access any of our online services. From physical security of our data centers to encryption of data transmissions to sophisticated access controls, we take precautions to help ensure that your information is safe. The security of our online banking portal includes: • • • • • • Computer network security Data center security Round-the-clock monitoring Data integrity Access controls Internal controls 8. Please explain any additional services and provide sample agreements, if applicable. The City can access prior day information through our online reporting service, mobile service, and by transmission. Online and mobile information reporting We update previous day information by 5:30 a.m. CT on business days, and by 7:30 a.m. CT on Saturday. If there is a service interruption, we update the system as soon as possible, typically within 15 minutes, post updates to describe the problem, and provide expected availability. City of Denton 1 48 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Our previous day reporting includes all transaction types that post to your account. The following table includes a description of our previous day reports and the information they provide. Available reports Previous day reports With this report, you can : ACH Customer Activity Access ACH settlement information and adjustment details, by account, as well as a summary of return activity, to help you make more informed account management decisions. Express Balance Get a quick snapshot of your previous day account balance information, as well as your current available balance. Loan Manager Receive a consolidated view of your asset-based loan activity, including summarization of operating account, collateral account, and loan activity. Month-to-Date Balance View a daily summary of account balances, including averages, aggregate float, and total transactions posted to your account, for month to date, prior month, or a specific date range. Previous Day Posting Status Check this report throughout the day to see if previous day information is available for your accounts. This report can include information for Wells Fargo accounts and accounts at other financial institutions. Previous Day Composite Get a comprehensive view of previous day information, including balances, transaction summaries, and transaction details. You can also view images of checks. Previous Day Return Item View details of paper returns after we charge them to your account. You can also view images of each returned item . Sweep Account Position# Monitor your line of credit, view your investment position for the next day, see how sweep activity impacts your line of credit, and track dividend accruals. *For Money Market Mutual Fund Stagecoach Sweep® and Credit Sweep customers only. Investment products are not FDIC-insured, are not deposits of or guaranteed by the bank, and may lose value. Deposit and credit products are offered by Wells Fargo Bank, N.A. Member FDIC. Transmission Previous day BAI, SWIFT, and ISO 20022 XML files are available to the City for downloading by 5:30 a.m. CT Tuesday through Friday, and by -7:3D a.m. CT on Saturday, though it is often available sooner. City of Denton 1 49 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management We are unable to notify you in advance if a scheduled download is unavailable. If a scheduled download does not occur, you can contact your dedicated client service officer for information and expected resolution time. Each file includes all balance, summary, and transaction details for each account. The City can access current day information through our online reporting service, mobile service, and by transmission. Online and mobile information reporting We update current day (intraday) information multiple times throughout the day. The exact times vary depending on the specific transaction types and report. We report transactions and update the current ledger and available balances on a near real-time basis. If there is a service interruption, we update the system as soon as possible, typically within 15 minutes, post updates to describe the problem, and provide expected system availability. Our current day reporting includes balance information and the following transaction types: • ACH debits and credits • Cash letter deposits with availability • Controlled disbursement summary and detail • Incoming and outgoing domestic and international wire transfers • Lockbox deposits with availability and detail • Remote deposits with detail We offer several additional intraday reports to the City, including those listed in the following table. Available reports Intraday reports With this report, you can : ACH Origination View ACH-originated transactions and confirm we received and processed them. ACH Receive View timely information for all received ACH transactions that will post to your account at the end of the current day. ACH Return/NOC Get detailed information for all ACH transactions. returned for any reason, as well as notification of change (NOC) information for items that processed successfully, but may require additional action. Controlled Disbursernent Detail View check details for each of your controlled disbursement accounts. Controlled Disbursement Summary Helps you identify excess funds by offering a summary of the current day presentment and adjustment activity . Deposit Detail View your electronic deposits for the day, including the items in each deposit, and if they were processed as checks or converted to electronic transactions. City of Denton 1 50 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3D1457FBA51746B Wells Fargo Treasury Management Available reports E-Box®Review and post payments that originate through an online bill pay service. View information needed to match payments to your accounts receivables.* EDI Payment Detail Obtain detailed ACH and EDI payment data with addenda translations from your trading partners in a comprehensive format. Intraday Composite Get a comprehensive view of intraday information, including balances, transaction summaries, and transaction details. Intraday Position View total balances across multiple accounts with summarized debit and credit information, to help determine your intraday cash position and make daily investment and borrowing decisions. Intraday Return Item Detail Access details of returned paper items before your account is charged for the returns. Lockbox Availability Determine your funds availability for all lockbox deposits. Lockbox Detai See detailed information about received lockbox payments from your customers. You can also view images from each deposit, including checks andremittance documents. Wire Transfer Detail Get complete details for all outgoing and incoming wire transfers, including: book transfers, domestic U.S. wires, and cross-border wires. Transmission You can receive current day BAI, SWIFT, and ISO 20022 XML files at various times throughout the day based on the times you specify during implementation. We are unable to notify you in advance if a scheduled download is unavailable. If a scheduled download does not occur, you can contact your dedicated client service officer for information and expected resolution time. We provide full transaction detail on every transaction for easy identification and reconciliation. Reconciliation reports and statements Our reconciliation reports and statements allow you to reconcile your account with your internal accounting records. These reports may also help you detect and reduce check fraud on your accounts. City of Denton 1 51 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Available reports Reconciliation reports and statements With this report, you can : ARP Statements and Optional Reports1 Access your ARP statements as well as 14 optional ARP reports, or choose only the data you want to see before you download your ARP statements and off- cycle optional reports in CSV or Excel format. ARP Off-Cycle Reports1 ARP File PostingConfirmation2 View a summary of your account reconciliation activity by date, including check issues, cancels, voids, and stop payment requests, releases, and renewals . ARP Data Query Report3 Perform queries on your ARP account information, and download the results in CSV or Excel. DDA Cycled Statement4 View your electronic statement of checking activity the day after your statement cycle closes. 1. Standard storage is 13 months. 2. Standard storage is 45 calendar days. 3. Standard storage is 90 calendar days. 4. Standard storage is five cycles with a daily cutoff or three cycles with all other cutoffs. Why Wells Fargo In the following paragraphs, we describe the information reporting features that differentiate our service. City of Denton 1 52 DocuSign Envelope ID: 0C6F43FB-297CJ+6AC-A3D1457FBA51746B Wells Fargo Treasury Management Report customization and sharing options Your users have near real-time access to the information they need to make critical business decisions. Users can save up to loo custom reports. To save time for all your users, you can share saved reports among similarly authorized users. Our service allows customers to share up to 200 reports at the company level, and each user can share up to 50 Customize reports, share data, reports. and access your Mobile access information When you need to view reports while you are on the go and away from your desk, we offer our mobile service as an extension of our online banking portal. Through our mobile service, you are be able to access the same reports that you access through our online banking portal. 24 hours a day, 7 days a Automated downloads week. With our optional automated downloading service, you can reduce the amount of time you spend on routine tasks like report retrieval. Our service can generate reports at any time, or you can schedule them to run daily, weekly, or monthly, and have them automatically delivered to your printer, email, or system of record. Optional alerts Our optional Alerts service complements our information reporting service and is widely used by City users today. Users receive critical information alerts by email and text about account activities, including: • ACH received or return activity • Controlled disbursement totals • Incoming and outgoing wires • Intraday balances • Positive pay exception activity and unauthorized ACH transactions • Returned checks Based on your preferences, we can notify you immediately, once every hour, once every two hours, once a day, or twice a day. City of Denton 1 53 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management e. Trust Account Services i.Please provide information and pricing regarding trust and/or escrow account services. By mutual agreement, the City of Denton occasionally enters into agreements with private individuals and companies in order to facilitate the completion of public projects. In such cases, each party will make a contribution or contributions into a trust and/or escrow account held by a third party. Wells Fargo is one of the premier providers of corporate trust services to the capital markets, including investors, bondholders, and lenders. We offer trustee, agency, fiduciary, escrow, and other financial services to private corporations and government entities in the U.S. and abroad. We can administer a wide array of assets and programs, including asset- and mortgage- backed securities and their underlying collateral, municipal bonds, corporate debt, and various warehouse and conduit programs. We currently administer over 40,000 trust related issues worth $1.9 trillion in unpaid principal. Wells Fargo is currently ranked #3 as Municipal Trustee by proceeds and #4 Municipal Trustee by number of issues as reported by Refinitiv (formerly known as Thomson Reuters) in their First Nine Months of 2020 US Municipals Review. We value relationships as one of the cornerstones of success for the bank and our customers. The central effort of our team is to deliver the products and services offered by the bank that our customers need in order to be financially successful. One of the most unique aspects of Corporate Trust Services’ (CTS) product offering is that our customers can access all manner of trust-related products through one of the largest financial institutions in the United States. Other large banks in the United States simply do not offer a full suite of trust services, which makes Wells Fargo highly unique in the trust services market. CTS provides trustee, agency, and fiduciary services designed to protect bondholders, investors and lenders. Our services are utilized on bonds and debt programs created by public and private corporations and government entities. Additionally, we serve as corporate escrow agent among two or more parties to hold cash, securities, or other tangible items. We are proud to offer exemplary national service and expertise while always being committed to the responsiveness that you expect from a local provider. Pricing is determined on a transactional basis. f. Red Flag Rules, and Fair & Accurate Credit Transactions (FACT) Act. i.The Bank is required to comply with Red Flag Rules and the FACT Act. The Bank must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Bank will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or as otherwise permitted by applicable law. A signed service Respondent acknowledgement form must be completed in conjunction with the depository services contract. Confirmed City of Denton 1 54 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1357FBA51746B Wells Fargo Treasury Management g. Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees As the City’s current banking partner, we can focus our efforts during a new contract on enhanced services noted throughout the proposal as well as the value-added services detailed below. Using our business process review and other detailed discussions, we can collectively determine if these services provided benefit for the City. Fees are included in the optional section of our pricing proposal included in Appendix Tab A. Payment Manager – consolidated payables ale You can send consolidated payables files to streamline and automate your payment and remittance processes, strengthen trading partnerships, drive working capital, and improve operational efficiencies. By reducing the use of paper documents and manual data entry, you minimize mistakes and increase ef6ciency. These practices are even more important as the City navigates the uncertain times of the pandemic. Payment types In a single file, you can provide payment instructions and include all related remittance information. Your file can include multiple payment types; we’ll separate the payments by type and process them accordingly. Your He can include the following payment types: e S:s: }oli:::ansactlons in • Foreign currency wire e U.S. dollar paper checks e Wells Fergo commercial cardtransactions e Global ACH transactions in foreign currencies Disbursements with Ze!!e® • U.S. dollar wires Online services Through our online banking portal, you can: • • • • • Upload a payment file Perform additional approvals after sending the file Access acknowledgments and optional confirmations Generate reports on payment files Run an audit report on settings and user entitlements City of Denton 1 55 DocuStgn Envelope ID: 0C6F43FB-297Czt6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management How it works YourpaFables e B2P paymmtnoti6radon system Work directly uta aonsumer pa)n tooomplete tnrrsactioa ao portal Secondary appmal (optiaB) PaSee Benefits Accepts a variety of fileformats We accept most custom and proprietary file formats – almost any type of file format your system can generate. If you use a standard format, it can minimize your implementation costand time. Improve cash forecasting and reconciliation Electronic control of your global disbursements allows you to better manage and forecast your cash flow. The service is also integrated with our account reconciliation and positive pay servIces . Potentially reduce costs Sending one consolidated payables file reduces your internal costs associated with AP processing. Specifically, electronic payment methods can reduce your expenses for paper check payments. Flexible file options Delivery Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online. City of Denton 1 56 DocuSign Envelope ID: 0C6F43FB-297Cd16AC-A3D1457FBA51746B Wells Fargo Treasury Management Formats This service accepts:Our service accepts and acknowledges your file for initial • • • = = • = • Standard Wells Fargo flat file Wells Fargo XML ASC X12 820 Lawson AP 161 Excel SAP IDoc ISO 20022 (CGI common XML standard) Custom and proprietary formats processIng 24 hours a day, 7 days a week. Safety and security Secondary approval You can make optional secondary approvals for some – or all – of your payments after we receive your file. The system can hold an entire file of payments, or an individual payment, for an authorized user to approve or delete. We’ll then generate the payments and send remittance information based on your instructions. History Search for payment information, view standard reports, create custom reports, and schedule report reminders. Data is available for 90 calendar days after we receive your payment file. Users with administrative authority have access to an audit report which provides snapshots of setups and user entitlements. You can also view all changes made to setups and user entitlements within the last 90 calendar days. Disbursements with Zelle® With Disbursements with Ze He, you can replace check payments to consumer payees with electronic payments using your payee’s email address or U.S. mobile phone number. Our service allows you to: • • • • Send payments without obtaining personal account or routing numbers Eliminate the risk of storing payee account data Reduce expenses related to paper checks Send a courtesy notification to your payee providing payment information Check completion option With this option, we can automatically issue a check payment to a registered payee if their electronic payment is unsuccessful. Our check completion option requires you to include complete check issue instructions along with your ZeZZe payment request. When you choose this option, there are no additional steps to address payment failures because your payments will complete electronically or by check based on the payee’s registration status. City of Denton 1 57 DocuSign Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Enhanced remittance delivery options You can include detailed remittance information in your payment file. You choose the delivery method: online, email, mail, or fax. We’ll separate and process the payments and forward the remittance data in a human-readable format to your payees. Transition payees to electronic payments We offer you two options to transition your payees to electronic payments Invite your payees (by mail or email) to self-enroll online to receive ACH payments (instead of check payments) and electronic remittance information. You choose the remittance delivery channel you want to offer: email, mail, fax, or online. We analyze your vendor’s data to provide an onboarding forecast. This predicts the conversion to commercial card, ACH, or both. We then plan an onboarding campaign on your behalf for your suppliers Templated payments We offer you the option to send template(i payments to your suppliers after they enroll. Our database facilitates the payments, which frees up valuable time and resources for the City. 25. Securities Pledged a+The City requires that an uninsured collected balances and/or the principal of uninsured certificates of deposit plus accrued interest, if any, in deposit with the Bank be secured in accordance with the requirements of Texas Government Code Chapter 2257, Collateral for Public Funds. Collateral will always be held by an independent third party with which the City has a current custodial agreement and shall be reviewed at least monthly to ensure that the market value of the pledged securities is adequate. All deposits of City funds shall be secured by pledged collateral set at no less than r02% of the market value of the principal plus accrued interest on the deposits less an amount insured by FDIC. As security for the deposits of the City of Denton, the Bank shall pledge to the City securities with a market value greater than the largest total collected balances the City of Denton maintains in the Bank. Eligible collateral to secure the City’s deposits include: i.Direct obligations of the United States government. ii. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the United States government. iii. Direct obligations of agencies or instrumentalities of the United States government, including letters of credit. iv. Cash. City of Denton 1 58 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management The City will reject adjustable rate mortgages (ARMs), collateralized mortgage obligations (CMOs), step-ups, variable rate instruments (except U.S. Treasury securities) that are not found on common pricing systems or any other collateral expressly prohibited by state law. Acknowledged. As your current provider, we will continue pledging collateral as we do today in accordance with Texas law and the depository pledge agreement. 26. Collateral Substitutions ae Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the, Director of Finance, or their designated representative(s). In the case of collateral reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Acknowledged. We will continue operating under the existing depository pledge agreement. 27. Custodian of Collateral a. Securities pledged as collateral must be retained by a third-party custodian that is a subscriber to the Fedwire Securities Service and is held in joint safekeeping for the Bank and the City. The custodian must be approved by the City and be: i. A state or national bank that is designated by the Texas Comptroller as a state depository, has its main office or a branch office in Texas, and has a capital stock and permanent surplus of $5 million or more; ii. The Texas Treasure Safekeeping Trust Company; iii. A Federal Home Loan Bank; iv. A Federal Reserve Bank or branch of a Federal Reserve Bank; or v. A financial institution authorized to exercise fiduciary powers that has a capital stock and permanent surplus of not less than $5 million, has it main office, branch office or a trust office in Texas and has been designated a custodian by the Texas Comptroller. Acknowledged. Bank of New York Mellon will remain custodian. The City shall be provided a safekeeping receipt for pledged securities. Written release by the City is required for all releases and substitutions of collateral for pledged accounts. Acknowledged. City of Denton 1 59 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 28. Reporting Requirements a. The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested or available on an on-line reporting tool. This report should reflect the following information as of the end of each month and be provided to the City by the 5th of each month. i.Total pledged securities itemized by: r. Name 2. Type/Description/CUSIP Number 3. Par Value 4. Current Market Value 5. Maturity Date 6. Moody’s or Standard & Poor’s Rating (both if available) Acknowledged. Bank of New York Mellon provides online access to monthly price reports; these are considered official documentation. 29. Collateral Provision of Financial Institution Reform, Recovery and Enforcement Act (FIRR EA) a+The City of Denton will require the Bank to attach to the contract certifIedresolutions of the board of directors or board authorized committee that set forth the City’s security interest in the collateral securing its deposits. The certification must meet all the requirements of FIRRF,A and FDIC policies, which apply to the City’s security interest in the pledged collateral and must specib' the officers of the bank who are authorized to sign agreements with the City. Acknowledged. As your existing provider, we can continue operating under the existing depository pledge agreement. City of Denton 1 60 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management 30. Safekeeping requirements a8 The City, bank, and the safekeeping bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the safekeeping bank is instructed to release the collateral securities to the City if the City has determined that the bank has failed to pay on any accounts, or is in default of the Depository Services Contract, or the City has determined that the City’s funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement along with the name of the safekeeping bank must be submitted with the proposal. Please refer to Appendix Tab G for the existing safekeeping agreement and other procedures related to intraday notifications. 31. City to Handle Investments a. The City of Denton will be responsible for handling investment transactions. The Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City’s investment policy, hereto attached. Acknowledged. 32. Safekeeping/wire services a. Bank capability to meet the following requirements must be detailed in the proposal. Please note: all the following requirements must be met for full consideration. i. The Bank may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment (i.e., payment shall not be made or accepted until the security is received or delivered). Acknowledged. ii.The Bank must have the capability of executing security transactions on behalf of the City using various settlement methods of physical delivery, DTC, and Federal book entry of security purchases and sales through the Federal Reserve Bank or a New York correspondent bank Acknowledged. City of Denton 1 61 DocuSign Envelope ID: 0C6F43FB-297C~+6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management iii. The City requires that the security purchase and sale instructions be transmitted to the Bank through a web-based application (on-line). Acknowledged. iv. The City also requires the ability to review the status of securitytransactions on-line. Acknowledged. v. Controls for securities clearance will be established by mutual agreement. Acknowledged. vi. Please enclose a proposed security clearance/custody agreement with your RFP. Acknowledged. As your existing provider, we plan to operate under the existing agreement. vii. Safekeeping confirmation of all City security transactions will be issued and provided electronically to the City within two business days of settlement and must be available on a web-based application for exporting/downloading. Acknowledged. Safekeeping confirmation of all City security transactions will be issued and provided electronically to the City within two business days of settlement and must be available on a web-based application for exporting and downloading. The City users have access through our single sign-on banking portal. viii. Written communication of all security call and put option notices will also be e-mailed to the City as soon as the Bank receives the notice. Acknowledged. Please see our Safekeeping fact sheets in Appendix Tab E. ix. A monthly report/statement listing all City securities held in safekeeping will be made available to City within five (5) working days of the end of each month. The report must be available on a web- based application for exporting/downloading. Acknowledged. Please see our Safekeeping fact sheets in Appendix Tab E. 33. Overdrafts a. Should an overdraft occur in the aggregate, the following stipulations shall apply: i.What is the maximum number of days the overdraft will be allowed? As we do today, your relationship team will work with the City if an overdraft occurs. We typically will ask how long the City anticipates the overdraft to remain, source of funds and ask that it be funded as soon as possible. City of Denton 1 62 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management ii. What is the maHmum amount of the net overdraft to be allowed? Similar to above, your relationship team will work with the City on a case by case basis. iii. What is the interest rate charged for overdrafts? Expressed per annum and computed on the actual day basis. Overdraft rates are included in our pricing proposal. b. Daylight overdrafts i.The City actively invests in marketable securities and strives to maintain limited amounts of cash on deposit. Outgoing wire transfers will be made in the morning for the reinvestment of funds or payment of large disbursements (debt payments, power purchase payments and other contractual payments), which will be funded by an incoming wire transfer later in the day. The depository shall allow the City to reinvest and to wire funds out in anticipation of an incoming wire transfer later in the day. Please describe the bank’s daylight overdraft policy with respect to such transfers where the funding for the transfer has not yet been credited. What is the bank’s internal review and approval process for releasing such transfers and will the bank establish a predetermined amount (i.e., line of credit)? Daylight overdraft lines are provided as an accommodation to creditworthy customers to bridge intraday timing gaps between their disbursement needs and the receipt of funds into their account. Daylight overdraft lines, when provided, are both uncommitted and unadvised. Usage under daylight overdraft lines is to be repaid through credits to the customer’s account by the end of the banking day. Daylight overdraft lines are not intended to support overnight overdrafts, purposeful or inadvertent. We can confirm that Wells Fargo currently has a daylight overdraft limit in place. The City’s relationship manager, Nick London, and relationship associate, Brigette Conley, will work with City staff if an overdraft occurs that affects a wire transfer or other banking transaction. In most cases, Nick or Brigette will be in communication with the City. City of Denton 1 63 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management 34. Account reconciliation a. The City will process its own reconciliation for its accounts but requires data as follows: i. Monthly statements on all accounts showing overall activity shall be available within nve (5) working days after the close of the calendar month and be accessible through an on-line reporting service. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the Control Concentration Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting an items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). Acknowledged. With our Account Reconciliation Plan (ARP) and automated reporting services, the City reconciles your disbursement account quickly and efficiently with your internal accounting records. In addition, these services help you detect and reduce your exposure to check fraud. Benefits Reduces accounting costs and increases productivity Improves cash control and provides fast, accurate information Increases audit control • Minimizes both internal and external fraud losses We offer our disbursement customers both Full and Partial ARP. The City currently utilizes ourfull ARP service. Full ARP With this service, the City provides the bank with issued check information, and we reconcile your paid checks to your issued checks and send a detailedstatement. We update check issue information Within 90 minutes of electronic transmission, you can receive an optional file confirmation for check issue information or stop payments. On a weekly or monthly basis, comprehensive statements are available for your account. You can request a variety of optional reports including Paid Checks, Outstanding Checks, Stop Payments, and several others. You can receive these reports daily weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. The PDF and paper formats can include sorting and subtotaling by location or high order prefix more than 50 times each day, seven days a week. City of Denton 1 64 DocuSign Envelope ID: 0C6F43FB-297CJt6AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Optional reporting We have fully integrated our information reporting system with our online banking portal, making it easy for your staff to access all relevant reports and information online. With Full and Partial ARP, you can customize your reporting to match your accounting needs by choosing which optional reports you need from the 14 we list in the following table. ARP optional reports Paid Checks Outstanding Checks+ Posted Items Stop Payments Issue Notices Not Receivedt Voids and Cancels* Issues This Cycle* *Only available with Full ARP. tOnly available with Full ARP or Partial ARP with Positive Pay. ii. Please provide a sample monthly statement with your RFP. Deposit Location Credits Bank Originated Entries Reversed Checkst Matched Paid Itemst Prior Payments+ Unpaid Checks Please see the below images of our monthly account reconciliation statement. City of Denton 1 65 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Statement field Description O a 0 0 Treasury Ndnagemmt Cbmt Suvims Phone number to call if you have a quntian. Arrrnrnt The Wells Fargo ARP acwunt number for your Report list & ARP Code Glassdry ARP statement section title Period Date range for the information rq>orted. HEIL'S '-FiFa JW;TVITMf-MT] P.0. 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STOP5. 10105. i C4HCEL S RfFalls ALL BEItIS ED CHECKSPL PaRIS ALL POSITIVE PAT I let Pt IaN tHE CVS HtPORtS Att Ot19Slt ARQ RELAtED ACtIVitY DHLV CONTf NT OfS{RIFTIOH DEFI hIll ORCODE BLXIX AG tO CA#= L / 1 CA#= L / HI I gNR0 Pf:laRPxv ISSUE RItEIf it> FDR CHECX PAID IN PRtvlaus PERII.iLl DEF I HiT laB CODE REV.'CHIslap/tIP STOP/ 1 STOP/Nt STOP / R VOiD #EtEiSED QIEel UI?AID slap PAY HIt tIP : i tO STep PAY HIT liCE IVE D Ul TH ISSUE slap PAYt€11 RiCEIYED yITHOUT ISSUE STOP PATHFII l{tfASED CHEer st’laIR gOT ISSUFO THIS PEel(x:i D BC Ba IBC OCC OCO OF POSIT Btlx Cli tiIT Bilx 0t81t ZE 110 BAL4P:E CRED 11 DEEDS IT CaRR iCT]01 CREDIT DEPOSIT CORRECT:OR BtO IT R BBC RiD IED RCC eco RFv[esAI {BrPQqIT OR CHFCII B[VEeSAt or BANK CRtDIr RIVERSit Of BANK DiBI T ZERO gA IIKE BtBllREV!!!SAt DF DEeDS ]T caIF ECT taN CREDIT REV[1541 OF DrPOSIT coIREeTIQg DEBIT For a complete description of the monthly ARP statement, which the City uses today, please visit the ARP user guide at the following link: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/account-rplan/arp user guide.pdf City of Denton 1 66 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management iii. The Bank shall also provide the City with an electronic file of the transactions for each account. Electronic files shall be provided in excel for all accounts and the disbursement account shall be provided in both excel and bai2 form. A computer printout of all activities should accompany the computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. Acknowledged. Account reconciliation reports will continue to be available online in the formats requested. The account reconciliation statement and optional reports are also available through file transmission. 35. Check Safekeeping Services ae All paid checks shall be accessible to the City in a digital format aggregable by both parties. This can be achieved using bank software system’s images and reporting tools. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration of this service. Acknowledged. We provide information regarding the online image search capabilities earlier in our response. 36. Other Stipulations a. Regulatory Notices i.The Bank will notify the City in writing within ten (ro) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. Acknowledged. b. Wire transfers i.The City shall submit all outgoing wire transfers to the Bank according to its published cutoff times established for current customers. The Bank shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shan be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. Acknowledged. See below for wire initiation deadlines. City of Denton 1 67 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement with the originators name (i.e., Wire Transfer - State Comptroller). Acknowledged. Fully funded wires are typically released within minutes of approval. If funds are not available in the account and no prior arrangements have been made with the relationship team, this could delay release of wires. We will continue to work with the appropriate City representatives to avoid such scenarios. The Director of Finance and/or the designees must authorize all wire transfers on behalf of the City through a dual authorization process. In the euent ofInternet issues, computer problems or other unexpected dWrculties, the Bank shall use whateuer means necessary to ensure that the City’s outgoing wire transfers are completed on the date specifIed through City initiated instructions. Acknowledged. Please explain the Bank’s process for wire transfers, levels of authorization to initiate wire transfers, and any required security measures (i.e., security tokens, dual logins, etc.). Please provide manual procedures for initiating wires when Internet is not available. You can send and receive wires, and transfer funds between your accounts quickly, easily, and securely Incoming wires We accept wires from Wells Fargo accounts and from the Federal Reserve, SWIFT, and CHIPS (Clearing House Interbank Payments System) networks. If we receive a wire with your valid account number before the processing cutoff time, we’ll credit the hm(is to your account the same day. A\ + () +yA Efficient and convenient ways to electronically transfer funds Outgoing wires We process outgoing payments on a straight through basis according to your instructions. We manually review, correct, and verify a payment that does not pass edits and that our system cannot automatically correct. Our system automatically confirms your available funds and that a wire is not going to a country or beneficiary on the U.S. Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals Blocked Persons list. If the wire meets these requirements, we release it. J\\HO+JPL City of Denton 1 68 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Initiation methods Method Online and mobile You can sign on to our online banking portal to initiate repetitive or free-form domestic and international wires. Using our mobile service, you can initiate repetitive wires. Consolidated payables You can send one file with multiple payment types (including wires, ACH payments, credit card payments, and checks) and remittance information using our consolidated payables service. You can send a file directly from your treasury workstation or your enterprise resource planning (ERP), accounts payable, or other internal system . We accept most file formats and offer several file transmission protocols, as well as an option to upload your file online. Telephone1 You can call a single toll-free number and provide an account number, personal identification number (PIN), and voiceprint. These are validated through a voice response unit (VRU). You can complete repetitive wires set up on our system through the VRU. To complete free-form wires, you'll speak with a team member in our wire department. Automatic standing transfer order To set up a repetitive wire, you'll tell us the criteria that our system will use to determine the amount to send. You'll also specify initiation dates and times for us to automatically send the transfers . In person2 You can go to any Wells Fargo branch to initiate a wire. You must have signing authority on the account to initiate the request. Wire PaymentsAPI For domestic and international transactions, you can initiate free- form or template wires (including book transfers) from your ERP, account platform, or payment system. 1. Book transfer initiation option not available by telephone. 2. Book transfer initiation option not available in person. 3. SWIFT membership and volume fees apply and are billed by SWIFT. Deadlines Incoming We accept incoming wires from the Federal Reserve until 5:oo p.m. CT and credit them the same day. We process incoming SWIFT transactions until 6:oo p.m. CF and credit them the same day. Outgoing The opening time for outgoing wires is 7:oo a.m. CT for all wire types regardless of origination channel. In the following table we provide the cutoff times, which may vary based on wire type and initiation method. We process wires we receive after the deadlines on the next business day. City of Denton 1 69 DocuSign Envelope ID: 0C6F43FB-297CJ16AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Wire cutoIF times (CT) Origination chan;nel Domestic Book Drawdown Cross-border wire (U.S.dollar and foreign currency) Requestfor Transfer (RFT) Tax payment Online and mobile 4:30 p.m. 7:00 p.m. 4:30 p.m.4:30 p.m. (USD) 4:30 p.m.3:30 p.m. 4:00 p.m. (FX) 4:30 p.m.Consolidated payables 4:30 p.m.4:30 p.m.4:30 p.m.4:30 p.m. 3:30 p.m. Telephone 4:30 p.m. 4:30 p.m. N/A 7:00 p.m. 4:30 p.m. 4:30 p.m. 4:30 p.m. 4:30 p.m. 4:30 p.m. 3:00 p.m. 4:30 p.m. 3:00 p.m.Automated standingtransfer Wire Payments API 4:30 p.m.7:00 p.m.4:30 p.m.4:30 p.m. (USD) 4:30 p.m. 3:30 p.m. 4:00 p.m. (FX) c. Wire and ACH blocks i. The City requires wire and ACH blocks of all unauthorized debits. Provide details regarding the set-up of authorized debits to the City’s account, notification procedures on attempts to debit the City’s account, and the process for approving or denying exception debits. Yes. We offer two options within our ACH Fraud Filter services to block or review all ACH debits from posting to your account. The City uses a combination of these options for your accounts. With our stop option, we automatically return transactions that you did not preauthorize* and process all that you preauthorized. Authorized users can add preauthorizations through our online fraud management tool. *ACH reversals bypass the ACH Fraud Filter services and automatically post to your account. ACH Fraud Filter Our ACH Fraud Filter service helps protect your accounts from unauthorized transactions. We deliver potentially unauthorized ACH transaction information to you through our online banking portal and mobile service. Review and stop options are available for debits, credits, or all ACH transactions. Unlike some debit-blocking services, our service reports all payment information about the transactions, so you know who is attempting to send transactions to your account. You can review transactions and decide what to return, automatically stop unauthorized transactions, and monitor converted check entries City of Denton 1 70 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Review transactions and decide what to return With our review option,* you can preauthorize ACH transactions to post to your account. We notib' you of any that are not preauthorized. You review those transactions and notify us whether you want them paid or returned. When you tell us to return one, we create a reversing adjustment and return it as unauthorized. You can request that we report All ACH transactions posted to your account All ACH transactions that exceed a predetermined dollar amount ACH credit or ACH debit transactions only ACH credit or debit transactions that exceed a predetermined dollar amount ACH credit or debit transactions outside a specified date range ACH credit or debit transactions that exceed a specified maximum number of OCCU rre n ces Note: if you do not make a pay or return decision on an item by the specified deadline, the item is automatically paid or returned based on the default action you select during implementation. Automatically stop unauthorized transactions With our stop option,* we automatically return transactions that you did not preauthorize and process all that you preauthorize(1. You can request that we report Stop and return all ACH transactions Stop and return all ACH transactions that exceed a predetermined dollar amount Stop and return all ACH credit or debit transactions only Stop and return ACH credit or debit transactions outside a predetermined dollar range Stop and return all ACH credit or debit transactions outside a specified date range Stop and return all ACH credit or debit transactions that exceed a specifiedmaximum number of occurrences Monitor converted check entries •••l I Our eCheck option, for no additional fee, helps you monitor converted check : : :I Check snl entries for business-sized checks that have an auxiliary on-us field in the MICR :•:l" ' " I line. This service includes eCheck Post and eCheck Stop options for accounts receivable check (ARC) and back office conversion (BOC), and point-of-purchase (POP) transactions. City of Denton 1 71 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management eCheck Post If you use this option in conjunction with our positive pay service, you have the opportunity to see unmatched items that will post to your account. Use our online banking portal to decide to pay or return them. If you use this option with our same-day positive pay service, Perfect PresentmentP , we do not match the ACH converted check against your check issue records. Instead, we call you for instructions to pay or return the converted check. eCheck Stop If you choose this option, we automatically stop all ineligible items inadvertently converted before they post to your account. ’We assess additional fees for the Review and Stop options. Positive pay is an important tool for reducing losses due to check fraud or check processing errors. With our same-day and next-day positive pay services, we identi& checks that may be 6:audulent or unauthorized by matching checks presented against your account for payment to the check issue information that you provide us. We report positive pay exceptions to you through our fraud manager tool on our online banking portal and mobile service. Through either, you view exceptions, including images, and make pay and no pay processing decisions With positive pay and our optional payee validation service, we review checks presented at the teller line to discover unauthorized items early in the presentment process. d. Debit and credit adjustments i.The City requires that a copy of all debit and credit adjustments be emailed to the City Finance Department with supporting documentation, as the entries are made throughout each month. The documentation must include reference to the original deposit slip number and City location identifier. The City’s monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shaH not be responsible for the cost of credit and debit adjustments necessitated by Bank. Acknowledged. City of Denton 1 72 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management e. Security & disaster recovery i. Outline the security measures in place for the protection of data transmitted for processing. The bank provides a variety of secure transmission protocols. Secure Application File Exchange (SAFE) Transmission is Wells Fargo’s strategic Internet solution for managed file transfers. The City accesses SAFE Transmission through the CEO® portal and take advantage of the security, reliability and convenience of CEO, or by accessing the transfer service directly using client or automation software. SAFE Transmission offers a variety of transmissions protocols including: HTTP over TLS (manual and automated) FTP over TLS (automated) FTP over SSH (automated AS2 - Applicability Statement 2 (automated) SAFE transmission includes a virus scan, carriage return/linefeed formatting, trigger files, folder retention and transmission messages providing confirmation of files transmitted. Automated connections, already in use by the City today, allow for the use PGP encryption and secure file transfer. Additional security measures are outlined in the service descriptions located in Tab G H. Describe the security measures used to prevent unauthorized user access to either the system or the data. We have implemented a variety of security measures to minimize the risk of unauthorized access to online images. Users access our services through our online banking portal. Its security features help prevent unauthorized access to your information. We describe those features in the following paragraphs. Encryption We conduct user sign-ons and all session activities using 256-bit encryption. During sign-on or when using two-factor authentication we mask passwords, PINs, and token codes for security reasons. Additionally, the system stores all passwords using one-way bashing. Audit controls We internally log and monitor customer events that occur on our online banking portal. Event logs provide information about user activities such as login, user profile updates, and transactional activity. These logs also identify the user, date and time of event, and other information relevant to the activity performed. Authentication The online banking portal requires multiple sign on identifiers, including: • Company ID, user ID, and password City of Denton 1 73 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management • Strong or two-factor authentication for our online administration service using a PIN and token code Account lockout The online banking portal will lock out a user account when there are invalid password attempts. If an account becomes locked, the user must contact the City’s company administrator or a Treasury Management Client Services representative to reset the password. Timed log off We time and monitor online and mobile sessions to automatically logs users out during periods of inactivity. This reduces the risk of others accessing information from unattended computers or mobile devices. Access control You determine who can access protected resources and which resources are available for access. We can set up entitlements for each user, or your company administrators can create user IDs and assign privileges using our online administration service. iii. Describe your local back up and/or redundant systems. We determine our backup procedures on a case-by-case basis, depending on the scope of disaster, estimated time of interruption, specific needs of impacted customers, and other factors. Redundancies at our transmission facilities limit down time. If manual workarounds become necessary, we work individually with affected customers to determine the most effective way to process file information. For business continuity purposes, we suggest you designate an offsite location, to which you will revert should you have trouble initiating and transmitting transactions from your primary location due to a systems failure or disaster. Please see Appendix Tab G for our business continuity planning letter. iv. What is the expected timeframe to become operational should a catastrophic event occur? We don’t maintain customer-specific service level agreements. Our products usually perform at service levels equal to or beyond most competing banks. In the event of a disaster or emergency, our primary goal is to restore and maintain our normal service levels as soon as possible. v. Disclose any data breaches which have required notification under the 2003 Fair and Accurate Credit Transactions Act? We do not provide details of security incidents and their resolutions to individuals or organizations not involved in the actual event. Clients are notified of a security breach, when their confidential data is involved. f. Bank failure City of Denton 1 74 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management i. Should the Bank fail, close, or be forced into reorganization during the term of this contract, the City reserves the right to cancel the contract and re-bid for City’s depository services. Acknowledged g. Research requests i. The City requests that all research requests be turned around within three (3) business days of the request. The City requires a specific Bank representative be assigned to specifically research any City needs. Acknowledged. We have established turnaround times for research and adjustment items. The time it takes to respond to a request varies depending on the specific issue and on the type of transaction we’re researching. In general, we make every effort to complete research requests for transactions processed within the previous r80 days within three business days. Your service requirements will have the attention of a dedicated client service officer, Anita Ortega, who is a member of our Dedicated Client Services team. We understand your treasury management needs, and we’ll work with you to learn more about your day-to-day operations. Responsibilities Your dedicated client service officer, Anita, assists you until your issues are resolved. She takes ownership to navigate through any needed solutions and assists with any simple or complex rssues you encounter. Escalation process Client service officers can engage the team lead, division manager, line-of-business leader, or national client service manager for assistance on customer issues. They can also engage technical services, and key product and operational partners on behalf of the customer. We encourage our client service officers to use the chain of command to assist with escalations. Additionally, we proactively look for issues that could potentially escalate by reviewing our ability to meet customer commitments, timely resolutions, and repeat issues. h. Returned items i.In order to fund check presentments and manage the City’s bank accounts and investments, all checks deposited by the City that do notclear the first time should be submitted a second time no later than lo:oo a.m. CST before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days by email notification and accessible through on-line reporting service. The City’s Finance department shall receive same day telephone or e-mail notification of all return items in excess of $5,000. Acknowledged. Processing returned items can be a burden on your staff. You improve the efficiency of your process with handling instructions, reporting, and electronic returned items. These timesaving steps will help you reconcile, research, and collect on returned items. City of Denton 1 75 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Standard instructions:Special instructions:+ Mail all returned items (originals or image replacement documents) and standard notices by U.S. mail to the statement address on our system Post separate debits for each returned item to the depository account Post all returned items to the depository account in one lump sum per day Automatically redeposit all items (regardless of amount) returned for NSF or UCF Debit the depository account for chargebacks Redeposit aII Wells Fargo items less than a predetermined dollar amount Automatically redeposit non-Wells Fargo items of less than $300 that are returned for nonsufficient funds (NSF) or uncollected funds (UCF); we cannot redeposit items returned for any other rea son . Mail physical items or additional copies of the debit advice to an alternate address Charge back items to an account other than the depository account Key additional data (such as maker name, phone number, and address) on the advice *Additional fees apply for some special instructions. Online reporting and images Information reporting Reduce the time spent researching, analyzing, and recording returned payments. You can access same day and previous day reports with detailed information about your returned items. The HTML format of the report includes links to item images. You can also access the same day report through your mobile device. Decisioning Begin your collection efforts on the same day we receive returned items. View your returned items beginning at 8:oo a.m. CT and change the default disposition (chargeback or redeposit) by 6:30 p.m. CT. Notification Receive an email notification when we process returned items or when items are available for decisioning. This email prompts the City to sign on to the portal to view the detailed returned item reports or to review and decision returned items. Images Access returned items images and detailed information the next business day after we receive the items; information is available up to r80 days. City of Denton 1 76 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Transmission reporting Available reports Type Details Data transmission Receive a transmission file – including keyed data – for both returned checks and ACH transactions. Image transmission Receive a transmission of returned check images, associated index information, and detailed information through our Image File Import service. You can import these files into your internal or a third-party image archive. The files consist of an XML formatted file containing index information and a zipped image file containing associated images in JPEG or TIF format. Electronic returned items Automatically convert eligible paper returned items into ACH debits. This allows us to make up to two re-presentment attempts (instead of only one with the paper deposit process), which can increase your collection rates. Consumer checks of less than $2,5oo that are returned for NSF or UCF are eligible for this service H. If an overdraft occurs due to a late notification by the bank, the City will not be expected to pay overdraft charges. Please provide an estimate of the bank’s clearing times. Same day deposit times are provided earlier in our response. i. Transition schedule i. Please provide a schedule documenting the transition of transferring the City’s banking services from the current bank to your institution, as well as any associated costs and proposals from the bank to help defra)' oreliminate said costs. As your existing bank provider, we are excited for the opportunity to continue serving the City. As previously mentioned, you can avoid a timely and costly transition by continuing the partnership with Wells Fargo. Your entire relationship team is committed to providing the same level of service and consultation that the City has come to expect since 2006. We can collectively use the opportunity of a new contract to focus on business continuity needs, continued automation efforts and viability of several of the enhanced solutions notated throughout the response. Since wholetail lockbox and Payment Manager are potential optional services, below is an expected timeline for these two services. City of Denton I v/ DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Wholetai! Lockbox with transmission Approximate time frame Wells Fargo actions Your action 46-day lead time#•Review and confirm services; complete setup form Provide file layout specifications Issue transmission ID •Review and confirm services; complete setup form Provide 50–100 samples of remittance coupons and envelopes Perform transmission testing Complete training • • • • • Perform coupon and envelope testing Provide results of coupon and envelope testing Perform transmission testing Provide lockbox number and live date • • • • • • • Move transmission ID into productiont Finalize setup Coordinate training *The implementation time can be longer, depending on transmission testing. Lockbox can begin receiving deposits 10 business days after the lockbox number is assigned; however, we cannot provide remittance details electronically until transmission testing is complete. tThe City of Denton’s approval is required to move any transmission services into the production environment. City of Denton 1 78 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Consolidated payables service Approximate time Wells Fargo actions+frame Your action 48-day lead time • • Review and confirm services • • Review and confirm services Determine use of manual or automation process and method of transmission Provide user guides and coordinate training, if using Payment Manager Online (PMOL) Develop statement of work Approve and sign statement of work Validate SIT/UAT test files Add any additional accounts Determine use of manual or automation process and method of transmission Establish automation connection •• • • • Validate SIT/UAT test files • • • • • • • Add any additionalaccounts Transmit and monitor production files Move services into production Transmit and monitor production files Verify and finalize setup *The times for all action items can vary depending on your choice of a standard or custom format and the availability of your internal resources for development and testing. City of Denton 1 79 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Part 2: Optional electronic check processing The scope of work will be finalized upon selection of Respondent. Please refer to our detailed response to City of Denton Merchant Service RFP 7436 for our debit and credit card processing capability offering. The City requires electronic check processing services (conversion with verification and guarantee) for the purpose of collecting payments for 12-26 merchant accounts (Point of Sale - POS and/or Mail Order/Telephone Order – MOTO and/or Back Office Conversion BOC). In order to minimize the risk of fraudulent check transactions and minimize resources spent on the collection of returned checks, it is critical the Respondent provide check conversion with verification and the possibility of guarantee. Attachment B contains the City’s average electronic check processing activity from last fiscal year. Using Attachment B, please indicate the cost of providing each of these services on a per-item basis. If appropriate, identify other services not listed and their associated costs. Any service not appearing or that does not have a fee indicated on the Attachment B will be considered to be free of charge in the Services Contract. Please attach a sample monthlystatement+ le Check conversion ae Provide a service that converts paper checks into electronic items at the point of purchase and accounts receivable environment (POS, MOTO & BOC) and initiate a direct ACH deposit of funds into the City’s bank account. Converted checks will either be verified or guaranteed depending on location within the City. Explain the services available. b. Explain the check conversion process and any requirements for the City in handling or retaining voided or electronically processed checks. c. Must provide daily batch settlement of the City’s transactions in accordance with City’s approved procedures and time periods. Cash receipts in the settlement account must reconcile with each submitted batch report each day. d. Describe the service’s reporting capabilities. Must have the capability of providing daily batch reports by location name, cashier and location reference number. e. Explain how returned checks will be handled when using check verification or the check guarantee services listed above. City of Denton 1 80 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management 2. Check verification a. Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Please describe the services available. 3 e Check guarantee ae Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Checks approved through this service will be backed by the Respondent. Please describe the services available. b. The City of Denton is to receive l00% of its check collections. Returned checks will be the responsibility of the Respondent. Explain how returned checks will be handled. c. Identify all subcontractors to be used for these services and what procedures will be used to monitory quality. 4. Technology requirements a+It is critical that the system installed at the City of Denton be a fully hosted system, incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. Respondent must be able to fully integrate into the City’s existing software via an Application Program Interface (API) set up by Paymentus (formerly, Teleworks), an outside technology firm contracted by the City. This applies only to the Customer Service Utility internet activity. b.Point of Purchase processing terminals for handling check conversion and batching are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web- browser-based control interface, to communicate via the Internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Client software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling check transactions and associate with the correct fee schedule. City of Denton 1 81 DocuSign Envelope ID= 0C6F43FB-297CJ+6AC-A3D1457FBA51746B Wells Fargo Treasury Management Ce Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location > > Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on a City provided database and hardware platform or remotely at the Respondent’s location as long as reporting needs are effectively met. d. Provide technology specifications for use of all proposed electronic systems and services. 5 ©Point of purchase equipment a. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software, if necessary. Please list financing options or other replacement considerations Respondent may desire to propose to the City. City requires an equipment swap process with the Respondent to sustain adequate business flow when equipment fails. Provide details regarding replacement of non-functioning equipment within warranty or expired warranty. City currently uses Digital Check CX3oF scanners. b.Check Processor – Industry standard hardware check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and electronically processed fIranking language. C+City requires an equipment swap program with the Respondent to sustain adequate business flow when equipment fails. Provide details regarding replacement of non-functioning equipment within warranty or expired. Please list the costs to replace existing hardware/software. List financing options for new equipment and replacement considerations Respondent may desire to propose to the City. 6.Escalation procedures a+Indicate what procedures are in place in the event that a problem with the electronic check program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. City of Denton 1 82 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Part 3: Optional retail utility lockbox ae The City requires retail lockbox services for the purpose of collecting and processing the City’s utility billing revenues. The utility lockbox service must be a year-round operation. Specify iflockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s utility account. While we understand that the City may choose to continue your existing retail lockbox relationship, Wells Fargo does offer a wholetail lockbox solution that several of our municipal clients use for utility payments. The service is described in detail throughout this section. Our wholetail lockbox is bank owned. b. Bank capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. i. The Respondent must obtain one (1) post office box for utility payments. You can streamline your remittance processing by directing payments accompanied by an OCR- scannable coupon, and payments received with nonscannable remittance documents to a single wholetail lockbox at Wells Fargo. As part of implementation, Wells Fargo will establish a postoffice box number. By using our wholetail lockbox to process your payments, you get the technological advantages of high-speed retail lockbox processing with the flexibility and data collection capabilities of low-volume wholesale lockbox processing How it works The following diagram shows the wholetail lockbox workflow. City of Denton 1 83 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Scan and coupons, capture data checks VerIfy data captured is correct ?„?.?;„ .e~–a electronically A InformatIon and Images delivered to customer Check is mailed Check is extracted O C Rscannablecoupons Scan checks and remIttance documents Input data Post ofTice pickup schedule The following table lists the post office pickup schedule (in local time) for our Dallas lockbox site Post office location : W e e k d a y s S a t u r d a y Dallas Main Post Office AM 12:30, 3:30, 6:30 PM 12:30, 8:30 Friday PM 1:30, 6:30 AM 4:30 PM 12:30, 2:30, 6:30, 11:30 AM 4: 30 PM 12:30, 2:30, 6:30, 11:30 Deposit deadlines The following table lists our deadlines. We include payments received after your established deadline (including any payments processed during the weekend or on a holiday), in the following business day’s work. Deposit deadlines Lockbox site Deposit times+ Dallas 4:00 p.m *All times are local. City of Denton 1 84 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Image options When you use our image service, you’ll have less paper to store and more access to the information you need to research and apply payments – without the hassle of storing paper documents. You can view images of all lockbox documents, including checks, remittance documents, and correspondence. Internet, transmission, and DVD delivery options are available. Online Your images are available within two hours of your deposit deadline. As a standard, we archive images for seven years. However, we do offer shorter retention periods (90 days, one year, or two years) to customers who don’t have a business need to access images for seven years. Our online image service is the quickest option to help you resolve exceptions You can search for transactions using various criteria (including keyed data) by entering either a single value or a range of values. Additionally, you can assign a payer name to a unique account number and routing transit number combination; which lets you search for payments from a particular payer. and satisfy customer service needs. Transmission file We post a daily transmission file on our secure website that contains images of your lockbox checks and any corresponding documents. You can download the file from our website and archive the images on your internal system. You have the option ofintraday or next-day file transmissions. Intraday - A separate image file for each batch of work we process is available within two hours of your deposit cutoff in either a zip or a PDF file. A EdN Next day - A consolidated zip nle containing all of your images from the previous day is available by 7:oo a.m. ET / 6:oo a.m. CT / 5:oo a.m. MT / 4:oo a.m. PT the following business day. Disk delivery You can choose to receive your images on a CD or DVD on a regular (monthly, semi-monthly, or weekly) basis. City of Denton 1 85 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Optional Features Accounts receivable transmission To help eliminate errors associated with manual keyed entry, you can receive an electronic transmission of your remittance detail. You can use it to update your accounts receivable system, treasury workstation, or ERP platform automatically. Your file can include data from other sources, such as wire and ACH. We generate transmissions to your specifications for frequency and format, including standard BAI V2 and EDI layouts. We offer customization for non-standard formats for an additional fee. Credit card processIng If your customers provide credit card information, well process their payments by keying the information into our credit card processing application. They can use any card with the Visa®, Mastercard®, American Express, or Discover logo. Exception processing Using our online decision tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you two options: • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) • Reject the payment and have us mail it to you Virtual lockbox You can scan and send us images of checks, correspondence, and invoices you receive at your location. We can then process and deposit them like your other lockbox payments. We’ll include these items in the image and data transmission files we send you for uploading to your accounts receivable system. ii. All payments must be processed within 24 hours. Timeliness We use a color-coded tagging system to track payments and help ensure we process them within 24 hours. In addition, supervisors inspect mail receiving areas and processing bins to help ensure timely processing of payments. As needed, we’ll use system tools to confirm either the processing of a customer’s work or the recording of a zero deposit in our system. City of Dentonl 86 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B Wells Fargo Treasury Management iii. The Respondent must be capable of retrieving mail &om the post office, opening all correspondence, balancing contents, direct depositing to the City’s utility account, and transmitting updates/posting to the City of Denton customer accounts. Our post office retrieval times are listed under item i. Using our wholetail processing workflow, all mail will be opened, sorted and processed. We handle correspondence, including returned items and any other items, based on the processing instructions you set up during implementation. You can instruct us to return items back to you by mail or to capture images of items so that you can view them online. Within our online lockbox service, we create separate correspondence-only batches, which makes it easy for you to identify them. iv. The Respondent must be able to process the following payments: r. 1 check, 1 coupon 2. r check, multiple coupons 3. 1 check, 1 spreadsheet with listing of accounts 4. Multiple checks, 1 account 5. Check only 6. Electronic bill payments (EDI – Electronic Data Interchange) 7. Money Orders 8. Cashier’s Checks Our wholetail lockbox can process each of the payment types listed above. Items containing a scannable coupon will follow the wholetail, high-speed processing. Items without a scannable coupon will be sorted out and follow the wholesale workflow. This does not require the City to have to separate boxes. Item #6 Electronic bill payments – these payments are currently processed through our E-Box service. An overview of this service is provided below. E-Box Our electronic lockbox service repairs exceptions and merges all your customers’ online bill payments into a consolidated electronic remittance file. You use the file to automatically update your accounts receivable system and apply credits to your customers’ accounts. With our service, you are able to increase your straight-through processing rate ofreceivables and minimize your staffs time spent handling exceptions. Our electronic lockbox service accepts payments from all major bill service providers and walk- in bill payment providers. City of Denton 1 87 DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3D1457FBA51746B Wells Fargo Treasury Management >>m-’ Consumer initiates bill payment Consumer’s financial Biller service institution sends provider sends Remittance details remittance and funds to bank information and service provider funds to Wells Fargo Wells Fargo E-BoW& service validates and consolidates payments to provide a single remittance file and settlement Biller posts remittance information to accounts receivable system C+The Respondent must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount, and prepare a transmission ale with validated accounts. Unverified accounts must be forwarded to the City daily for further research. Yes, a positive file is available for our wholetail lockbox service. We recommend the City send a daily positive file in order for the bank to have the most updated information on your customers’ accounts. We offer several options to eliminate manual keyed entry of payment information at your site. You can use any combination of these options. Online decisioning When you use our online decisioning tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you the following options: • • • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) Reject the payment and have us mail it to you Reject the payment and have us mail it back to the remitter’s name and address that you provide to us; we’ll include a the City-specific letter template to detail the reason for rejectlon Positive ale You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. Online bill payment receipt Our online bill payment receipt service helps minimize exceptions while maximizing your straight-through processing rate. You can post payments automatically. We’ll merge your customers’ online bill payment data, apply additional data transformations, and generate a consolidated data file that is compatible with your accounts receivable system. Our service accepts payments from many bill service providers, as well as consumer credit counseling centers and walk-in, bill payment providers. City of Denton 1 88 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Wells Fargo Treasury Management Accounts receivable match We can accept a read-only copy of your accounts receivable information and use it to research payments that are missing information. To help ensure that we have the most current information, you would need to send us a daily accounts receivable file. d. The Respondent must be capable of accepting monthly stop payment ales which will include a listing of accounts that the City will not accept payment on. Yes, a stop file is available for our wholetail lockbox service. We recommend the City send a daily stop file in order for the bank to have the most updated information on your customers’ accounts. e. The Respondent must have the capability to sort out coupons identified for special processing (Plus One Program, change of mailing address, etc...). We use OPEX r50 technology to scan for the change of information box using mark sense technology. The system searches a single location on the front of remittance documents for a mark sense box. Mark sense identifies pixel counts in certain areas of remittance documents to let our software know when a change of address or customer notation is present. Once detected, we’ll present the items to you in an image batch, or return the paper coupons to you for updating in your system. f.The Respondent must provide the City all miscellaneous correspondence received through lockbox G.e., address changes, payment extension requests, etc...), bill stubs/coupons, and unprocessed payments within 24 hours. We handle correspondence, including returned items and any other items, based on the processing instructions you set up during implementation. You can instruct us to return items back to you by mail or to capture images of items so that you can view them online. Within our online lockbox service, we create separate correspondence-only batches, which makes it easy for you to identify them. g. The Respondent must submit daily and monthly reports indicadng the number of pieces received and the total revenue deposited to the City’s utility account. You specify the deposit cutoff time you would like during implementation and we report daily deposit totals within two hours of this time. We report multiple deposits on the day they occur, within two hours of your specified deposit cutoff time. h. The Respondent must have the capability to transmit data and images electronically through the billboard or other application, on a daily basis, by 1:oo p.m. CST, in order to expedite cash flow and update customer accounts . We provide images of all lockbox documents, including checks, and remittance documents. You can choose from the following delivery options. City of Denton 1 89 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Online image retrieval With our online lockbox service, you can access your images within two hours of your deposit cutoff time. As a standard, we archive images for seven years. We do offer shorter retention periods (90 days or one year) if you don’t have a business need to access images for seven years. Batch image retrieval is another option for viewing lockbox images. It groups batches of images into a PDF document for easy downloading. Batches generally contain 25 checks and their associated documents. All batched images can be displayed together. File transmission You can receive a transmission file containing images of your lockbox checks and any corresponding documents through our secure transmission platform. Two options Intraday You can access separate image files for each batch of work we process within two hours of your deposit cutoff. Next day You can receive a consolidated zip image file containing all of your images from the previous day by 6:oo a.m. CT the following business day. Two formats Zip file A zip file will contain images and an ASCII text data file. To view images, use either our viewing software or your internal archive and a browser. PDF" A PDF file will contain both transaction data and images. *Available intraday only. i. The Respondent must designate a dedicated on-site contact person for research and issue resolution. Your dedicated client service officer, Anita Ortega, will serve as the primary contact for research and issue resolution just as she does today with your other lockbox and treasury services. She will connect directly with on-site lockbox staff if needed. j . The Respondent must provide same day on-line viewing of all check images. You’ll have access to check, remittance documents, and correspondence images online, through a daily image transmission, or a monthly CD or DVD. We make online images available the same business day, within two hours of your deposit deadline. The online archive is available for up to seven years. You’ll have access to the image transmission for up to 31 days. City of Denton 1 90 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B Wells Fargo Treasury Management k. The Respondent must have the capabilities to return payment envelopes. Due to the high-speed nature ofwholetail processing, our standard service offering is to discard and not image envelopes. We can work with the City to manage postmark dates through the use of positive/stop files eliminating the need to have envelopes returned back to the City. 1. The Respondent must have capabilities of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. Because the current lockbox payments are sent to the bank for processing, adjustments and returned checks will continue to be available for viewing as they are today. Deposit adjustments are available online through our Statements & Notices service through our online portal. Similarly, return item images and reporting are available online providing early notification to the City Positive ale You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. m. The Respondent must be capable of providing detailed viewing of payments that have not been allocated to an associated account for research and decision by 12:oo p.m. CST each day. The City will decision those payments so that they may be posted same day. We offer several options to eliminate manual keyed entry of payment information at your site. You can use any combination of these options. Online decisioning When you use our online decisioning tool, you can submit additional processing information for payments that would normally be returned. We present images of each payment to you and give you the following options: • • • Accept the payment and enter any additional processing information (such as invoice data required to balance a transaction or missing required keyed data) Reject the payment and have us mail it to you Reject the payment and have us mail it back to the remitter’s name and address that you provide to us; we’ll include a the City-specific letter template to detail the reason for rejectIon Positive nIe You can provide us with a list of accounts that you want to match for processing; we’ll reject payments from accounts not on your positive file. Accounts receivable match We can accept a read-only copy of your accounts receivable information and use it to research payments that are missing information. To help ensure that we have the most current information, you would need to send us a daily accounts receivable file. City of Denton 1 91 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Wells Fargo Treasury Management Part 4: Optional wholesale EMS lockbox ae The City requires wholesale HIPPA lockbox services for the purpose of collecting and processing the City’s EMS ambulance billing revenues. The EMS ambulance lockbox service must be a year-round operation. Service shan cover the processing of checks and other instruments submitted in payment of obligations to the City. Lockbox is an image only box, scanning all documents received within envelope. Returned mail shall be forwarded to the City. By using our wholesale lockbox to process your EMS ambulance billing payments, you are able to accelerate collection of funds and reduce in-house processing expenses. This also allows your third party vendor to view the same information as the City staff. How it works The following workflow shows the wholesale lockbox process flow. Check is mailed Check is extracted and imaged Software assisted keying Quality assurance Image data to Information delivered electronic clearing to customer Post office pickup schedule Post office Weekdays Saturdaylocation Sunday Dallas Main Post Office AM 12:30, 3:30, 6:00 AM AM 4:30 PM 4:30 PM 1:00, 10:30 Friday PM 2:30, 6:00 PM 12:30, 6:30 12:30, 6:30 Reports Lockbox reports help you track and manage your cash flow more effectively. You can view availability and detail reports online. When you’re not near your computer, you can use your smartphone to access the availability report and view deposit totals for each of your accounts. Image options By using our image service, you have less paper to store and access to the information you need to research and apply payments without the hassle of storing paper documents. You can view images of all lockbox documents, including checks, remittance documents, correspondence, and envelopes. Internet, transmission, and DVD delivery options are available. City of Denton 1 92 DocuSign Envelope ID: 0C6F43FB-297C=16AC-A3D1457FBA51746B Wells Fargo Treasury Management Specify iflockbox service is provided by the Bank or third party. If a third party is involved, please explain the relationship and provide copies of related agreements and explain how deposits will be credited to the City’s depositoryaccount. Wells Fargo owns and operates our Dallas wholesale/wholetai1 lockbox site. b. Banks capability to meet the following requirements must be detailed in the proposal. Please note all the following requirements must be met for full consideration. i. The Respondent must obtain one (1) post office box for ambulance payments. Confirmed. The City will continue using the existing post office box number; no changes are recommended. ii. All payments must be processed within 24 hours. Confirmed. Please refer to section 15 of our proposal for more information on processing payments within 24 hours. iii. The Respondent must be capable of retrieving mail from the post oHice, opening all correspondence, balancing contents, document scanning, direct depositing to the City’s depository account, and transmitting updates/posting to the City of Denton customer accounts. Our couriers pick up mail from the post office at the scheduled times, and deliver it directly to the lockbox department. This helps us process incoming mail as soon as possible. Our lockbox operators will then open and process mail according to the instructions that were established during implementation of this service. iv. The Respondent must be able to process the following payments: r. 1 check, 1 coupon 2. 1 check, multiple coupons 3. 1 check, I spreadsheet with listing of accounts 4. Multiple checks, 1 account 5. Check only 6. Money Orders 7. Cashier’s Checks Confirmed. We will continue to process these payment types as we do today, according to the instructions documented during implementation of the lockbox service. City of Denton 1 93 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Appendix Pricing proposal............................................................................ TabA Sample statements........................................................................ Tab B Funds availability ......................................................................... Tab C Sweep fact sheets .......................................................................... Tab D Safekeeping fact sheets ................................................................. Tab E DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3D1457FBA51746B Treasury Management Proposal WF AFP CodeCode Service Description City of Denton - RFP Services ActivityMonthly ChargesPriceVolume Pricing as of January 2021 34333 34334 34335 251050 251050 251053 ACH Fraud Filter ACH CEO FRAUD FILTER REVIEW MO BASE ACH CEO FRAUD FILTER STOP MrHLYBASE ACH CEO FRAUD FILTER REVIEW - ITEM Subtotal Account Account Transaction filtered 5.00000 5.00000 0.50000 48 12 12 240.00 60.00 6.00 306.00 ES801 34342 34340 ES280 ES21 1 ES21 6 ES206 06505 06502 06507 0651 1 ES361 ES481 ES390 34330 34332 250501 250400 250400 250000 250102 250102 250120 250302 250302 250312 250312 250642 250302 251070 250703 250703 ACH TRANSMISSION CHARGE ' ' - ' Batch/file ACH CEO RETURN SUBSCRIPTION - ITEM Item accessed ACH CEO RETURN SUBSCRIPTION-ACCOUN- ACH company ID ACH MONTHLY BASE Subscription ACH FUTURE DATED ITEM Transaction ACH SAME DAY Transaction ACH ORIGINATED - ADDENDA REC Addenda record ACH RETURN ADMIN .ELECTRONIC Return ACH RETURN ITEM-ELECTRONIC Return ACH RETURN UNAUTHORIZED -ELECTRONIC Return ACH RETURN UNAUTHORIZED QUALITY FEE Return ACH REVERSAL - ITEM Reversal ACH NOC - INFO REPORTING ADVICE Transaction ACH WELLS FARGO NOC-INFO REPT ADVIC Transaction ACH CEO SUBSCRIPTION - ACCOUNT Account/company ID ACH CEO SUBSCRIPTION - ITEM Item accessed Subtotal 2.00000 0.14000 5.00000 20.00000 0.03000 0.06000 0.00500 0.25000 0.25000 0.25000 4.50000 1.00000 0.25000 0.00000 5.00000 0.03000 BkiIE3ll 274 86 84 105,870 14.646 24,351 57 122 6 6 2 20 1 134 111,104 826.00 38.36 430.00 1 ,680.00 3.176.10 878.76 121.76 14.25 30.50 1.50 27.00 2.00 5.00 0.00 670.00 3.333.12 11 ,234.35 28315 ED522 ED51 5 ED523 ED500 ED470 28042 ED521 300200 050311 059999 050030 050030 059999 050030 050030 E-BOX PER TRANSMISSION FEE E-BOX DAILY DErAIL RPT - PER PAGE E-BOX PAYMENT RETURN E-BOX DAILY DETAIL REPORT-MO BASE E-BOX MONTHLY MAINT (W/CROSS REF) E-BOX PAYMENT E-BOX POSITIVE FILE MONTHLY BASE E-BOX REPORTING PACKAGE MTHLY BASE Subtotal Transmission Page Return Setup Setup Transaction Setup Setup 5.00000 0.50000 0.25000 50.00000 100.00000 0.08000 75.00000 50.00000 51 1 3,252 99 12 12 64,316 12 12 2,555.00 1.626.00 24.75 600.00 1 ,200.00 5.145.28 900.00 600.00 12,651 .03 34245 34242 34240 300225 300225 300010 CEO EDI PMT DETAIL - ADDENDA ITEM CEO EDI PMT DETAIL - ITEM CEO EDI PMT DETAIL SUBSC MO BASE Subtotal Addenda record accessed Item accessed Account 0.02000 0.05000 20.00000 12,814 10,658 24 256.28 532.90 480.00 1 ,269.18 ES030 350300 Incoming W re Transfers WIRE IN TO USA ACCT-USA DOMESTIC Subtotal Transfer 2.50000 1 52 380.00 380.00 34123 34121 34120 34115 34100 27588 40022Z 400274 400055 400272 400052 409999 Information Reporting CEO ALERTS SERVICE - EMAIL Email CEO INTRADAY REPORTING ITEMS RPTD Item reported CEO INTRADAY REPORTING SUBSCRIPTION Account CEO PREV DAY REPORTING ITEMS LOADED Item loaded CEO PREV DAY REPORTING SUBSCRIPTION Account INFOFAX RETURN MONTHLY BASE Account Subtotal 0.05000 0.05000 10.00000 0.05000 10.00000 10.00000 7,424 15.740 60 37,875 60 48 371.20 787.00 600.00 1 ,893.75 600.00 480.00 4,731 .95 03303 050410 MSC-TM LBX PKG US MAIL DELIVERY Subtotal $ pass through 2.50000 23 57.50 57.50 28040 30021 0 RECEIVABLE MGR RETAIL LKBX ITEM Item reported o.olooo - il+,839 1.118.39 1 ,118.39Subtotal RFP Services/Bid Lines DocuSign Envelope ID= 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B Service Descri Who'lesale Lockbox Monthly Price Volume 36709 0361 1 36731 36755 03905 36791 34222 48200 48220 48307 48221 48222 48501 05011 R 050000 050530 050100 05011 R 050600 05031 Z 050020 050122 059999 0501 22 050002 050401 LBX WHOLESALE BASE LBX REMIT PROCESSED EXPRESS MAIL LBX CORRESPONDENCE OR REJECTS LBX STANDARD CHECK PROCESSED LBX DOCUMENT SCANNED LBX 7 YEAR IMAGE ARCHIVE LBX CEO TIR REPORT PER ITEM LBX WHOLETAIL BASE LBX WT TOTAL PAYMENTS PROCESSED LBX WT STD ITEM PROCESSED NON SCAN LBX WT MULTI PAYMENT LBX WT PARTIAL PAYMENT LBX WT TRANSMISSION PER ITEM Subtotal Lockbox Remittance Envelope Remittance Remittance Image archived Item accessed Lockbox Coupon Check Coupon Coupon Remittance 100.00000 2.00000 0.25000 0.21000 0.04500 0.02000 0.05000 125.00000 0.20000 0.30000 0.20000 0.02000 0.01000 8 1 814 818 6, 145 197,549 1.783 12 74,983 43,465 19,117 3,600 112,526 800.00 2.00 203.50 171.78 276 ,53 3,950.98 89.15 1 ,500.00 14.996.60 13,039.50 3, 823.40 72.00 1 , 1 25.26 40,050.70 ES344 250202 ACH Receive ACH RECEIVED ITEM Subtotal Transaction 0.04000 1 1 ,320 452.80 452.80 34410 34421 34420 34337 12687 12377 12060 12061 12604 12430 34350 12707 12694 400051 400272 400051 200201 209999 200201 200010 200020 200306 200301 200306 100610 200100 ARP DATA QUERY REPORT MTHLY BASE ARP STMTS & RPTS (CSV/EXCEL) / ITEM ARP STMTS & RPTS (CSV/EXCEL) BASE CEO CHECK ISSUES-ITEM ARP AGED ISSUE RECORDS ON FILE-ITEM ARP FULL RECON-ITEM ARP MONTHLY BASE - FULL ARP MONTHLY BASE - PARTIAL ARP OPTIONAL REPORTS ARP OUTPUT - TRANSMISSION CEO ARP STMT & RPTS MONTHLY BASE DEPOSIT LOCATION REPORTING - ITEM OUTGOING TRANSMISSION - PER ITEM Subtotal Account Transaction Account Check issued Record Check issued Account Account Report Transmission Account Transaction Item reported 10.00000 0.01000 10.00000 0.05000 0.00500 0.02000 10.00000 10.00000 2.50000 5.00000 0.50000 0.01000 0.00500 12 74.364 12 365 9,477 9, 184 12 24 60 12 36 16,207 24,082 120.00 743.64 120.00 18.25 47.39 183.68 120.00 240.00 150.00 60.00 18.00 162.07 120.41 2,103.44 CKI 97 CKI 31 CK141 22810 100040 100040 100040 150500 CASH ORDER FEE IN A WF BRANCH ROLLED COIN FURNISHED BY WF BRANCH CURRENCY FURNISHED BY WF BRANCH WF CHK CASHED FOR NONACCT HOLDER Subtotal Transaction Coin roll Dollar Check cashed 4.00000 0.17500 0.00150 0.00000 153 744 54,408 32 612.00 130.20 81.61 0.00 823.81 08174 08173 08115 08400 08416 08160 08290 08008 08132 08181 100100 100100 100146 100148 100199 100501 100199 100110 100100 100141 Cash Vault CASH VAULT DEPOSIT CASH AND CHECK CV CASH ONLY OR CHECK ONLY DEPOSIT CASH VAULT COIN FURNISHEDSTD BOX CASH VAULT CURRENCY FURN-NONSTD CASH VAULT CURRENCY FURNISHED CASH VAULT DEP - ADJUSTMENT CASH VAULT DEP - CURRENCY/COIN DEP CASH VAULT DEP - ROLLED COIN CASH VAULT MONTHLY BASE CASH VAULT ORDER - AUTOMATED Subtotal Deposit Deposit Coin box Dollar Dollar Adjustment Dollar Coin roll Location Transaction 1.50000 1.50000 3.00000 0.00100 0.00100 8.00000 0.00040 0.15000 Maximum 4.00000 1 ,308 5,951 12 5,950 25,300 9 5,397,879 1 273 24 1 ,962.00 8.926.50 36.00 5.95 25.30 72.00 2, 159.15 0.15 300.00 96.00 13,583.05 21622 21558 150220 150300 Controlled Disbursernent CONT DISB CASHED CHECK-FLOAT FEE CONT DISB MICR REJECTS >1 % THRU 2% Check cashed Reject 0.05000 0.50000 100 77 5.00 38.50 RFP Services/Bid Lines DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B 21557 34210 14070 14225 14110 150300 150700 150000 1501 10 010101 CONT DISB MICR RJECTS OVER 2% CEO CONT DISB SUBSCRIPTION BASE CONT DISB ACCT MAINT W/CXSTR CONT DISB CHECKS PAID CONT DISB CREDrrs POSTED Subtotal Reject Account Account Check paid Credit 0.50000 5.00000 25.00000 0.05000 0.05000 16 12 12 8,796 251 8.00 60.00 300.00 439.80 12.55 863.85 15017 15003 15007 706 741 746 750 790 400003 400231 010101 100224 100220 100224 40023Z 100230 Desktop De Check DESkcroP DEPOSIT MONTHLY BASE DESKTOP DEPOSIT REPORT PER ITEM DESKTOP DEPOSIT-DEPOSIT CREDITED DES}(roP DEPOSIT-DEPOSITED ITEM WF ELEC DEPOSIT-DEPOSITED ITEM ONUS WF ELEC DEPOSITDEPOSITED ITEM WF ELEC DEPOSiT-DISCRErIONARY DATA ELECTRONIC DEPOSIT - DEP ADJUSTMENT Subtotal Account Item reported Credit Check deposited Check deposited Check deposited Field Adjustment 10.00000 0.05000 0.40000 0.05000 0.05000 0.05000 0.01000 14.00000 12 2,013 62 1.874 2,244 9.506 69,538 4 120.00 100.65 24.80 93.70 112.20 475.30 695.38 56.00 1 ,678.03 22051 CK021 CKOI 8 08025 010000 010100 250201 100015 ACCT MAINTENANCE DEBITS POSTED ELECTRONIC CREDITS POSTED MISCELLANEOUS CREDITS POSTED Subtotal Account Debit Credit Transaction 10.00000 0.10000 0.05000 1.50000 48 3.488 17,374 370 480.00 348.80 868.70 555.00 2,252.50 MD091 150240 PYF\,IT AUTH MAX CHECK bITHLY BASE Subtotal Account MoM " 48 240.00 240.00 DS255 27707 12812 12815 22020 22019 22015 151399 400340 151352 151352 151350 151353 151353 IWlgH®ll@BX©IHP4$11cB)I©Blg©lg@gBlln6©l CEO SEARCH CEO IMAGE VIEW < 90 DAYS - ITEM CEO IMAGE VIEW > 90 DAYS - ITEM WELLSIMAGE PAID CHECK MONTHLY BASE WELLSIMAGE PAID CHECK DELUXE-ITEM WELLSIMAGE PAID CHECK PER CD Subtotal Image Inquiry Image retrieved Image retrieved Company Image CD ROM 0.10000 0.50000 0.50000 0.50000 10.00000 0.01000 15.00000 8,714 554 187 67 12 8,714 12 871.40 277.00 93.50 33.50 120.00 87.14 180.00 1.662.54 IAMTH 000230 RECOUPMENT MONTHLY Subtotal Deposit assessment 0.12750 2,864 365.16 365.16 002 31 1 100225 100225 DEPOSITED CHECk -’- '- '’' - '- ' -- Check deposited WHOLESALE LOCKBOX - DEPOSITED CHECK Check deposited Subtotal 0.07000 0.05000 3,321 818 232.47 40.90 273.37 DS191 34336 12908 12505 12903 12907 12906 150122 150724 1503 IO 150222 150310 150030 150401 PAYEE VALIDATION STANDARD-ITEM POSITIVE PAY EXCEPTION - CEO IMAGE POS PAY CHECKS WITH NO ISSUE RECORD POSITIVE PAY EXCEPTION CHECKS RETND POSITIVE PAY EXCEPTIONS - ITEM POSITIVE PAY MONTHLY BASE POSPAY VERIFICATION CALL.CASHED Subtotal Check paid Image retrieved Check Check returned Exception Account Call 0.01000 0.50000 0.50000 3.00000 2.50000 10.00000 10.00000 8,796 25 19 27 25 12 2 87.96 12.50 9.50 81.00 62.50 120.00 20.00 393.46 CK062 1 0041 6 CK064 100416 CEO RETURN ITEM RETRIEVAL-IMAGE Transaction CEO RETURN ITEM SERVICE NfTHLY BASE Customer ID 1.00000 0.00000 130 48 130.00 0.00 RFP Services/Bid Lines DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Service Description CK061 CK069 CK081 CK075 34239 34235 34237 CK41 6 100400 100401 100401 100402 100430 100416 100416 100440 RETURN ITEM - CHARGEBACK RETURN ITEM SPECIAL INSTRUCTIONS RETURN ITEM SPECIAL INST MTHLY BASE RETURN ITEM REDEPOSITED CEO RETN ITEM SUBSCRIPTION OPT DETL CEO RETN ITEM SUBSCRIPTION PER ACCT CEO RETN ITEM SUBSCRIPTION PER ITEM RETURN ITEM DUPLICATE ADVICE Subtotal Transaction Transaction Account Transaction Field loaded Subscription Item accessed Advice/notification 2.00000 0.30000 5.00000 2.00000 0.25000 4.00000 0.20000 3.00000 133 133 48 80 133 50 286 3 266.00 39.90 240.00 160.00 33.25 200.00 57.20 9.00 1 ,135.35 34205 ES073 ESI 67 ESI 39 34207 400003 359999 359999 350 1 00 400274 mres Origination and Reporting Zero Balance Account (ZBA) WIRE TRANSFER REPORT BASE-CEO WIRE BASE -VOICE WIRE PIN BASE WIRE OUT DOMESTIC CEO/API WIRE TRANSFER RPRT PER ITEM-CEO Subtotal Account Account Account Transfer Item accessed 4.00000 2.50000 1.00000 2.50000 0.05000 12 12 60 402 389 48.00 30.00 60.00 1 ,005.00 19.45 1 ,1 62.45 DS51 O 01 0020 DSOO 1 010021 ZERO BALANCE MASTER ACCOUNT bIAINT ZERO BALANCE MONTHLY BASE Account Subtotal 5.00000 5.00000 36 12 180.00 60.00 240.00 Total Monthly Activity Charges 99,028.90 Total Monthly Balance Based Charges (can be paid with balances) Earnings Credit Rate Estimated Earnings Credit Balance required to offset current month analyzed charges Note: Balance required can vary monthly based on the month's volume 104, 138.90 0.25% 537.80 499,866,713 services, earnings credit rate and pricing Alerts Users are only charged for the first 80 events per month. There is no per company cap for billing This proposal was created for you based on your requirements and the services you expressed interest in. This document confirms the deposit and treasury management services and the prices that we plan to provide you based on certain assumptions including, projected volumes and other relevant information that you provided and the deposit and treasury management services you selected, The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based Please let us know if you believe this document does not accurately represent the prices or services you agreed to. For additional service definitions, please contact your Treasury Management Sales Consuttant or visit www.wellsfargo.com/accountanalysis This document is a confidential pricing agreement between Wells Fargo Bank and the Customer, Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party RFP Services/Bid Lines DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Treasury Management Proposal C of Denton - Additional Service that may ap !ricing as of January 2021 WF AFP Code Service DescriptionCode Charge Basis Price ACH Fraud Filter 34338 251052 ACH CEO FRAUD FILTER STOP - ITEM Transaction filtered 0.50000 ES703 ES254 06504 06503 ES240 ES362 06506 ES802 ES237 ES230 ES346 ES361 ES342 ES341 ES339 06510 06508 06509 ES363 ES480 ES486 ES390 ES231 34285 06230 250160 250501 250302 250302 250310 25031 1 250312 250501 250710 250620 250622 250642 250720 250720 251010 251010 251010 251010 250302 251070 250302 251070 250620 250703 251070 ACH Orjgjnation ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH ACH CEO ACH ONLINE INQ 13 MONTHS RETENTION ORIGINATION/REJECT DATA . FILE RETURN ADMIN -MANUAL RETURN ITEM-MANUAL RETURN ITEM-REDEPOSITED RETURN ITEM - DISHONORED RETURN UNAUTHORIZED -MANUAL TRANSMISSION SPECIAL FAX SERVICE DELETE . ITEM EXCEPTION PROCESS-DUPLICAT FILE REVERSAL - ITEM CUSTOMER REPORTS REJECT NOTIFICATION SPECIAL INVESTIGATION AUTHORIZATION INVESTIGATION COMPLEX SPECIAL INVESTIGATION IAT INVESTIGATION NOC - TRANSMISSION ADVICE NOC - FAX ADVICE NOC - MAIL ADVICE WELLS FARGO NOC-INFO REPT ADVIC DELETE/REVERSE - BATCH/FILE ACH HYP ITM DET INQ - PER ITEM PERFECT NOC PER ITEM Company ID Batch/file Return Return Transaction Transaction Return Batch/file Page Delete Batch/file Reversal Business day Batch/file Inquiry Investigation Hour Investigation Transaction Transaction Transaction Transaction Batch/file Inquiry Transaction 20.00000 1.00000 5.00000 5.00000 3.00000 3.00000 5.00000 25.00000 0.00000 5.00000 20.00000 1.00000 10.00000 40.00000 35.00000 0.00000 210.00000 0.00000 1.00000 1.00000 1.00000 0.00000 10.00000 1.00000 0.02000 2831 5 34602 34601 ED51 8 ED51 6 ED524 ED51 2 300200 400274 400054 059999 059999 050030 050030 E-BOX PER TRANSMISSION FEE Transmission CEO E-BOX RPT - ITEM Transaction CEO E.BOX RPT SUBSCRIPTION MO BASE Account E-BOX OPERATIONS MANUAL RETURN Return E-BOX PAYMENT REVERSED Transaction E-BOX REVERSAL REPORTING MTHLY BASE Setup E-BOX STOP FILE MONTHLY BASE Setup 5.00000 0.25000 25.00000 1.00000 0.25000 25.00000 75.00000 ES078 ES040 ES191 ES076 18030 350300 350412 350320 350310 350330 Incoming Wire Transfers WIRE IN DRAWDOWN RESPONSE-USA ACCT Message WIRE IN USA ACCT-PHONE ADVICE Call WIRE IN XBDR CORRESP BANK-USD/FX Transfer WIRE IN XBDR USA ACCT-USD OR FX Transfer WIRE IN REPAIR Exception 22.00000 20.00000 5.00000 5.00000 5.00000 34124 34128 34262 34260 34286 22010 22002 40022Z 40022Z 400274 400054 400271 400221 400002 Information Reporting CEO ALERTS SERVICE - FAX ' Fax CEO ALERTS SERVICE . TEXT Message CEO DEPOSIT DETAIL ITEMS RPTD Item reported CEO DEPOSIT DETAIL RPT SUBSCRIPTION Account CEO PREV DAY EXT DETAIL ITEMS RPTD Item reported ELECTRONIC BANK STATEMENT TRANS ITM Item reported ELECTRONIC BANK STMT MONTHLY BASE Account 2.00000 0.05000 0.1 0000 25.00000 0.10000 0.03000 50.00000 Additional Services DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Service Description MSC-TM 03306 03042 05041 3 050412 LBX OUTBOUND PKG COURIER LBX OUTBOUND PKG OVERNIGHT MAIL $ pass through § pass through 1.00000 10.00000 36769 03302 36707 03102 0361 1 03613 03740 03041 03040 36713 36714 03905 36791 36737 36745 03048 36606 36732 36739 36742 48250 48211 48257 0501 1 L 050400 050500 050000 050000 050000 050000 050112 050114 050500 050500 05011 R 050600 05011 A 0501 29 050117 05011 F 05011 P 0501 IE 050134 050530 050101 050899 Wholesale Lockbox LBX PAPER PACKAGE BASE LBX TRANSMISSION BASE LBX ONLINE DECISION BASE LBX REMIT PROCESSED CASH LBX REMIT PROCESSED EXPRESS MAIL LBX REMIT PROC COURIER DELIVERY LBX REMIT PROCESSED CREDIT CARD LBX ROUGH SORT 5 OR LESS LBX FINE SORT 6 OR MORE LBX ONLINE DECISION EXCEPTIONS LBX ONLINE DECISION REJECT LBX DOCUMENT SCANNED LBX 7 YEAR IMAGE ARCHIVE LBX CHECK PHOTOCOPY LBX VALUE ADDED KEYING LBX DOCUMENT REASSOCIATION LBX PAPER RETURN LBX RESTRICTIVE PROCESSING LBX POST OFFICE RETURNED MAIL LBX CLOSED BOX MAIL FORWARDING LBX WT OCR SCANLINE REJECTS LBX WT CHECK REVIEW LBX WT MARK SENSE OR ADDRESS CHANGE Lockbox Lockbox Lockbox Remittance Remittance Occurrence Transaction 100.00000 100.00000 100.00000 5.00000 2.00000 20.00000 2.00000 0.15000 0.20000 0.1 5000 1.00000 0.04500 0.02000 0.50000 0.00100 0.1 5000 0.15000 0.40000 5.00000 300.00000 0.15000 0.25000 0.00800 Remittance Remittance Occurrence Reject Remittance Image archived Check Keystroke Remittance Transaction Transaction Transaction Occurrence Coupon Check Coupon 27527 27525 250713 250703 INFQFAX ACH RECEIVE ITEM INFOFAX ACH RECEIVE MONTHLY BASE Transaction Account 5.00000 37.00000 DS322 3441 1 12680 12608 12609 12684 12379 12615 12602 12603 200120 400272 200420 200210 200310 200310 200201 200304 010310 200420 ARP PARTIAL RECONCILIATION - ITEM Check paid ARP DATA QUERY RPT/RETRIEVED ITM Transaction ARP CUSTOM PROGRAMMING MONTHLY BAt Account ARP MANUAL INPUT ISSUE INFO-ITEM Check issued ARP PAPER STATEMENT/REPORT DELIVERy Statement ARP PAPER STMT/REPORT MONTHLY BASE Account ARP PART POSITIVE PAY ISSUE - ITEM Check issued ARP PDF STMTS/RPTS-TRANSMISSION Account ARP STATEMENT - FREQUENT CYCLE Statement DISBURSEMENTS SPECIAL REQUEST Hour 0.00100 0.01000 200.00000 0.50000 20.00000 20.00000 0.01000 150.00000 50.00000 100.00000 08172 CK161 CKI 99 CK771 CKIOI 08052 22723 100501 100006 10001 A 100010 150511 100006 10001 A Branch Services ADJ FOR CASH DEPOSITED IN WF BRANCH CASH DEPOSITED IN WF BRANCH POST VERIFY CASH DEPOSITED LOOSE COIN DEPOSITED IN BRANCH CASHIER'S CHECK BRANCH DEPOSIT BRANCH DEPOSIT POST VERIFY Adjustment Dollar Dollar Coin bag Check purchased Deposit Deposit bag 13.00000 0.00300 0.00100 7.00000 12.00000 3.25000 3.00000 08506 08504 100520 100520 CASH VAULT ADJ ADVICE - FAX CASH VAULT ADJ ADVICE - US MAIL Advice/notification Advice/notification 1.00000 1.50000 Additional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B 08351 08116 08071 08007 08067 08131 08357 08110 08124 08630 08114 08192 08363 08374 08502 100511 100145 1001 11 1001 10 1001 13 100104 100701 100144 100000 100147 100147 100143 100700 100701 100701 CASH VAULT ADJUSTMENT REPORT-EMAIL CASH VAULT COIN FURN8TD HALF BOX CASH VAULT DEP . NONSTD COIN BAG CASH VAULT DEP - NONVERIFIED ENV CASH VAULT DEP - STD COIN BAG CASH VAULT DEP - VERIFIED ENVELOPE CASH VAULT DEPOSIT REPORT-EMAIL CASH VAULT ORDER - COIN ROLLS CASH VAULT ORDER - CURRENCY BULK CASH VAULT ORDER - FED STD BAG CASH VAULT ORDER - HALF STD BAG CASH VAULT ORDER - SPECIAL/LATE CASH VAULT ORDER REPORT-EMAIL CASH VAULT TRANS RECAP RPT-EMAIL COUNTERFEIT ACTIVITY REPORT-EMAIL Report Coin box Coin bag Envelope Coin bag Envelope Report Coin roll Dollar Coin bag Coin bag Cash order Report Report Subscription 100.00000 2.50000 5.00000 0.00000 2.50000 1.00000 100.00000 0, 10000 0.00120 1.50000 3.00000 4.00000 100.00000 15.00000 100.00000 21635 34215 DS91 4 159999 400274 150700 CDA DETAIL TRANSMISSION CEO CONT DISB SUBSCRIPTION - ITEM CONT DISB INTRADAY TRANSMISSION Controlled Desktop Deposit/Electronic Check General Account Services Transmission Item reported Transmission 20.00000 0.05000 20.00000 12816 15016 15015 15008 743 744 752 792 791 151352 400224 400003 409999 100224 100224 40023Z 100230 100230 DESKTOP DEPOSIT IMAGES RETRIEVED DEPOSIT DETAIL TRANSMISSION - ITEM DEPOSIT DETAIL TRANSMISSION BASE DESKrOP DEPOSIT DISCRETIONARY DATA WF ELEC DEPOSIT-DEPOSITED ITEM FRB WF ELEC DEPOSIT-DEPOSITED ITEM IE ED DISCRETIONARY DATA DEPOSIT-STD WF ELEC DEPOSIT-IMAGE FORMAT ERROR WF ELEC DEPOSIT-SUSPECT REVIEW Image Item reported Account Record Check deposited Check deposited Field Exception Exception 0,10000 0.15000 95.00000 0.01 000 0.10000 0.09000 0.04000 1.25000 1.00000 24250 24253 CK049 CKI 91 CKI 83 CK030 CK672 22992 22990 34145 34147 150340 150341 010310 010310 010320 010410 010630 401001 401001 010307 010307 OVERDRAFT CHARGE-PAID ITEM OVERDRAFT CHARGE-RETURNED ITEM DDA STATEMENT - PAPER DDA STATEMENT . FREQUENT CYCLE DDA STATEMENT - SPECIAL INSTRUCTION CLIENT ANALYSIS STATEMENT-PAPER BANK CONFIRMATION AUDIT REQUEST ONLINE IMAGE REQUEST - FAX DELIVERY PHOTOCOPY CUSTOMER SERVICE - ITEM CEO E-STMr SUBSCRIPTION - ACCOUNT CEO E-sTRfr SUBSCRIPTION - ITEM Transaction Transaction Statement Statement Statement Statement Request Photocopy Photocopy Account Item loaded 35.00000 35.00000 10.00000 10.00000 0.00000 5.00000 65.00000 10.00000 20,00000 10.00000 0.03000 CK051 22642 DS501 22030 12677 12678 22225 22245 12670 12671 12673 150420 151 100 151199 150412 150300 150300 150240 150240 150410 150420 150411 STOP PAYMENT DDA SERIAL SORT - ITEM DDA SERIAL SORT MONTHLY BASE STOP PAYMENT - AUTO RENEWAL MICR CHECK REJECTS >1 % THROUGH 2% MICR CHECK REJECTS OVER 2% CHECK CASHING THRESHOLD MO BASE CHECKS PAY TO INDIV BLOCK MO BASE STOP PAYMENT - ONLINE STOP PAYMENT - OPERATOR ASSISTED STOP PAYMENT - RANGE Stop payment Check paid Account Stop payment Reject Reject Account Account Stop payment Stop payment Stop payment 35.00000 0.70000 300.00000 1.00000 0.00000 0.50000 5.00000 5.00000 5.00000 20,00000 20.00000 Additional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B AFPWF Code Service Description Charge BasisCode Global Check Clearing Image Delivery Positive PaY Returned Items VWres Origination and Reporting 22202 12675 150100 150499 DDA CHECKS PAID STOP PAYMENT - PAPER CONFIRMATION Check paid Advice/notification 0.05000 10.00000 ILI 52 ILI 51 IL250 IL399 IL421 609999 609999 609999 609999 600102 DEPOSITED CHECK ON CANADIAN BANK DEPOSITED CHECK ON FOREIGN BANK DEPOSIT POSTED FOREIGN CHECKS RETURNED FOREIGN CHECK FOREIGN CHECK COLLECTION Check deposited Check deposited Credit Check returned Check collected 5.00000 5.00000 3.50000 35.00000 75.00000 12910 12813 151355 151351 TRAN SEARCH VIEW CONVERTED CHK ITEM Image WELLSIMAGE MEDIA HISTORICAL-ITEM Image retrieved 1.50000 0. 1 5000 ODACT 000210 Other Non TM DAILY USE OF UNCOLL FUNDS-ACCT LVL $ pass through 1.00000 DS 194 14327 12682 12681 14080 14804 12909 150299 150129 150120 150030 150030 150310 150401 PAYEE VALIDATION MANUAL REVIEW/ITEM CONT DISB PERFECT PRESNT CHK RTN POSITIVE PAY ONLY - ITEM POSITIVE PAY ONLY MONTHLY BASE CONT DISB PERFECT PRESNT BASE CONT DISB PERFECT PRESNT EXCEP POSPAY VERIFICATION CALL-DEPOSITED Check Check returned Check issued Account Account Exception Call 1M2@@6] 5.00000 0,05000 25.00000 25.00000 5.00000 10.00000 CK090 CK084 CK405 CK404 CK401 34236 100401 100430 100430 100411 100411 100416 RETURN ITEM SINGLE ITEM PER ADVICE RETURN ITEM WITH MAKER NAME RETURN ITEM ADDL REPORTING - FIELD RETURN ITEM REPORTING PER ITEM RETURN ITEM TRANS REPT PER TRANS CEO RETURN DECISIONING PER ITEM Return Transaction Field Transaction Transmission Transaction 4.00000 0.25000 0.25000 0.1 0000 1.00000 1.00000 342 1 2 ES181 ESI 82 ESOI 5 ESOI O CS063 18905 18901 ESI 10 ESI 1 1 ESI 84 ES075 ESI 29 ES074 ES141 ESI 45 ESI 47 ESI 40 18602 18032 18031 18326 400340 350524 350521 350200 350200 350510 35021 3 350115 350210 350210 350710 350551 350523 350580 350120 35051 2 350113 350511 350560 359999 350541 359999 WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE INQUIRY DETAIL PER ITEM-CEO DRAWDOWN CEO/API DRAWDOWN TO WF USA ACCT-VOICE OUT -VOICE NON REPETITIVE OUT -VOICE REPETITIVE OUT USA ACCT- STANDING OUT USAACCT XBDR FX-VOICENREP OUT XBDR FX CEO/API OUT XBDRUSD USA-VOICE NREPErv OUT XBDRUSD USA-VOICE REPETV SWIFT IN AND SEND XBDR WT OUT TEMPLATE STORAGE BASE WF CUST DRAWDOWN RESPONSE-US VERIFY CALL BACK BOOK TRANSFER CEO/API BOOK TRNSFR USA ACCT-STANDING OUT XBDR USD CEO/API OUT XBDR USD USA-STANDING INVESTIGATION OUT OUR CHG-USA ACCT OUT REPAIR OUT USA ACCT-RETURNED TO CUST Inquiry Transaction Transaction Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Instruction Transaction Call Transfer Transfer Transfer Transfer Investigation Transfer Exception Transfer 3.50000 10.00000 20.00000 20.00000 10.00000 18.00000 40.00000 25.00000 40.00000 40.00000 30.00000 1.00000 15.00000 10.00000 1.00000 11 ,00000 10.00000 30.00000 50.00000 20.00000 5.00000 20.00000 Additional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Service Description §ety©;G}h§Fg§S; 06094 ES201 06092 28044 28043 28022 03850 03082 12021 14001 770 27591 18325 251001 251000 251001 050031 050031 300320 0501 38 050137 200410 151600 109999 200201 359999 ACH FRAUD FILTER - SET UP ACH SET UP ACH ORIGINATION NEW COMP ID-SET UP E.BOX POSITIVE FILE SET UP E-BOX SEr UP CEO TREAS INFO REPORT EDI SETUP LOCKBOX SET UP LBX PROGRAMMING ARP SET UP CONT DISB ACCOUNT SET UP WF ELEC DEPOSIT-IMPLEMENTATION AUTOLINK POS PAY IMPLEMENTATION WIRE ACCOUNT ADD CEO/API Account Setup Setup Setup Setup Account Lockbox Hour Account Account Implementation Setup Account 0.00000 10.00000 0.00000 700.00000 1.400.00000 30.00000 290.00000 100,00000 100.00000 50.00000 1 , 500.00000 75.00000 0.00000 Alerts Users are only charged for the first 80 events per month. There is no per company cap for billing. This proposal was created for you based on your requirements and the services you expressed interest in This document confirms the deposit and treasury management services and the prices that we plan to provide you based on certain assumptions including, projected volumes and other relevant information that you provided and the deposit and treasury management services you selected. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based Please let us know if you believe this document does not accurately represent the prices or services you agreed to. For additional service definitions, please contact your Treasury Management Sales Consultant or visit www.wellsfargo.com/accountanalysis This document is a confidential pricing agreement between Wells Fargo Bank and the Customer. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party Additional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Treasury Management Proposal WF AFP Service DescriptionCodeCode ACH Fraud Filter City of Denton - Optional Services PriceCharge Basis Pricing as of January 2021 ES352 ES353 251050 251052 ACH BLOCK/FRAUD FILTER STOP BASE ACH BLOCK-FRAUD FILTER STOP ITEM BMe t] Transaction fiFtered 5.00000 5.00000 ES803 ES801 34377 ACHI D ACHYD 250500 250501 250000 250102 250102 ACH Orjgjnation ACH PAYMENTS ONLINE BATCH RELEASE ACH TRANSMISSION CHARGE ACH PAYMENTS BASE FEE ACH PAYMENTS FUTURE DATED ITEM ACH PAYMENTS SAME DAY ITEM Batch/file Batch/file Company ID Transaction Transaction MB@@6] 2.00000 20.00000 0.03000 0.03000 28036 28035 25031 0 309999 Disbursements with Zelle ZELLE EXPIRED RETURNED OR CANCELLED Return DISBURSEMENTS W ZELLE TRANSACTION Transaction !M58BBBI 0.75000 28315 300200 E-BOX PER TRANSMISSION FEE Transmission 5.00000 ED191 EDI 81 ED550 28052 28051 28053 28003 300220 300121 300010 300210 300210 30021 0 300010 EDI Reporting REC MGR EDI REPORT MAIL PER PAGE REC MGR EDI REPORT FAX PER PAGE REC MGR REPORT EMAIL MTHLY BASE REC MGR EDI REPORT ACH ADDENDA ITEM REC MGR EDI REPORT ACH ITEM REC MGR EDI REPORT WIRE ITEM REC MGR REPORT FAX/MAIL MNTHLY BASE Page Page Report Item reported Item reported Item reported Account 8.00000 7.00000 150.00000 0.06500 0.12500 2.00000 55.00000 28609 28597 28605 300502 300505 300502 Electronic Document Delivery ELECTRONIC DOC DELIV FAX-PAGE Page ELECTRONIC DOC DELIV PRINT PER PAGE Page ENHANCED REMITTANCE EMAIL DELIVERY Email Minimum Minimum Minimum 27045 Incoming Wire Transfers 350402 WIRE PERFECT RECEIVABLE USA ACCT Transaction 1.00000 CS502 CS51 7 CS51 5 CS504 400002 400221 400002 400221 Information Reporting BAt MONTHLY BASE BAI PREMIUM ITEM BAI PREMIUM MONTHLY BASE BAI TRANSACTIONS REPORTED Account Item reported Account Item reported 25.00000 0.20000 75.00000 0.10000 ED370 309999 PMGR TOTAL MTH POSTAGE AND HANDLING S pass through 1.00000 28145 28109 2811 1 ED267 28164 28163 ED421 080100 300100 300100 300100 300199 300105 309999 Payment Manager PAYMENT MGR COMML CRD CCER PMT Transaction PAYMENT MANAGER INTL ACH ORIGINATED Transaction PAYMENT MGR TEMPLATE TRANSACTION Transaction PAYMENT MANAGER DOMESTIC ACH TRAN Transaction PAYMENT MGR EMAIL SECONDARY APPROV Transaction PAYMENT MGR RPT SUBSCRIPTION MOBASE Subscription PAYMENT MGR CHK IST PAGE NEXT DAY Page 0. 17000 0.15000 0.25000 0.10000 0.50000 100.00000 0.50000 Optional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B ED423 ED431 ED422 ED424 28232 28033 28146 18702 18701 18703 ES022 44118 ED290 28210 28212 21531 21532 28238 28231 28005 21533 309999 309999 309999 309999 300330 300330 300400 350222 350104 350700 350104 600310 300000 300299 300200 151870 151860 300529 300221 300100 151870 PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT PAYMENT MGR CHK IST PAGE SAME DAY Transaction MANAGER CHECK INSERTS Insert MGR CHK ADDL PAGE NEXr DAY Page MGR CHK ADDL PAGE SAME DAY Transaction MGR MANUAL CHECK PULL Check MGR REJECT REPAIR DUPLICATE BatcWfile MGR COMML CRD CONFIRMATION Confirmation MANAGER BOOK TRANSER Transfer MANAGER WIRE OUT DOMESTIC Transfer MANAGER WIRE OUT XBRD USD Transfer MGR IMPORTED WIRE DOM/INT Transfer MANAGER XBRD WIRE USD ACCT Transfer MANAGER MONTHLY BASE Account MANAGER ACH ADDENDA Addenda record MANAGER ACH CONFIRMATION Confirmation MANAGER INSERT ITEM Insert MANAGER PACKAGE PREPARATIC Occurrence MGR ADDL PG DUPLEX-SAME DAY Page MGR EMAIL SERVICE Confirmation MGR INBOUND TRANSMISSION Transmission MGR POSTAGE OR OVERNITE RPI Report 1.55000 0.50000 0.25000 0.45000 35.00000 25.00000 1.00000 6.00000 5.00000 26.00000 11.00000 18.00000 200.00000 0.05500 1.00000 0.10000 10.00000 0.60000 1.00000 20.00000 30.00000 ES203 ES204 ES261 ES205 250000 250202 250202 250220 ACH/WIRE PERFECT RECEIVABLE-bIO BASE Account ACH PERFECT RECEIVABLES - ITEM Transaction PERFECT RECEIVABLES PER ITEM Transaction ACH PERFECT RECEIVABLES - ADDENDA Addenda record Perfect Receivables Recelvables Manager 150.00000 0.35000 0.35000 0.05000 28080 ED294 ED265 ED532 ED561 28070 2831 3 2831 1 27530 28019 2801 1 28314 050500 300210 300210 30021 1 300330 300010 300210 300210 300210 300010 300210 300210 REC MGR REMITTANCE REPAIR REC MGR WF PMT GATEWAY ITEM RECEIVABLES MANAGER ACH ITEM REC MGR REASSOCIATION ITEMS RECEIVABLES MGR INVALID CTX REPORT REC MGR ADVICE MATCH MONTHLY BASE REC MGR FOREIGN CURRENCY WIRES REC MGR PATIENT PMT SOLUTION ITEM REC MGR WIRE ITEMS RECEIVABLES MANAGER MONTHLY BASE RECEIVABLES MANAGER RECVD ADDENDA RECEIVABLES MGR EBILL EXPRESS ITEM Invoice Item reported Item reported Invoice Report Company ID Item reported Item reported Item reported Setup Addenda record Item reported 0.20000 0.06500 0.14000 0.06500 10.00000 500.00000 2.00000 0.06500 2.00000 100.00000 0,05000 0.06500 34110 22086 22087 22094 450405 450413 450403 450200 SWEEP ACCOUNT POSITION REPORT Sweep master account SWEEP STAGECOACH MUTUAL FND US MAIL Statement SWEEP STAGECOACH MUTUALFND ELECTNI Statement SWEEP STAGECOACH MUTUAL FND MO BAS Account Sweep Wholesale Lockbox 10.00000 2.00000 0.00000 25.00000 75001 75003 059999 059999 LBX VIRTUAL BASE LBX VIRTUAL REMIT PROCESSED Location Check 50.00000 0.30000 Optional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B WF Code 34376 34375 28651 CS535 EDI 11 ED271 28029 28018 28017 251120 251 120 310310 400830 300300 300341 300322 300321 300320 ACH PAYMENTS SET UP FEE Setup CEO ACH ORIG NEW CO ID SETUP Setup PAYEE SELF ENROLLMENT Request BAI CUSTOM ONE TIME CODING Occurrence PAYMENT MANAGER SET UP Setup PAYMENT MGR IMPLEMENTATION DEV HOUF Hour REC MGR IMPLEMENTATION DEV HOURS Hour RECEIVABLES MANAGER CUSTOM SETUP Implementation RECEIVABLES MANAGER SET UP ImpLerrJ9ntation 10.00000 0.00000 1.00000 1.425.00000 850.00000 100.00000 11 5.00000 2,400.00000 950.00000 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow A Payment Manager book transfer is charged when the debit and credit accounts are setup in a single CEO Company Id and entitled to Book Transfer. This proposal was created for you based on your requirements and the services wu expressed interest in This document confirms the deposit and treasury management services and the prices that we plan to provide you based on certain assumptions including, projected volumes and other relevant information that you provided and the deposit and treasury management services you selected, The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based Please let us know if you believe this document does not accurately represent the prices or services you agreed to. For additional service definitions, please contact your Treasury Management Sales Consultant or visit: www.wellsfargo.com/accountanalysi$ This document is a confidential pricing agreement between Wells Fargo Bank and the Customer. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party, Postage is a pass-through element and appears on your statement as $1.00 to represent 100% of postage cost recovery. The presort rate for a 1 oz. domestic package is used to calculate cost, but costs increase for heavier packages and foreign mail pieces. Because rates vary, Wells Fargo does not charge a flat postage rate per package. Instead, we accumulate the total amount of postage paid each month, round the amount to the nearest dollar, and report the total as volumo on your statement. Postage rates are subject to change as determined by the USPS. Optional Services DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Desktop Deposit' – Compatible Scanners and Price Schedule WELLS FARGO Quick Reference Guide Last updated February 2020 Prices listed are base prices, subject to change without notice, and do not include shipping, handling, or tax Suggested daily check volume Scanner type Description Desktop Deposit users with scan and balance authorizations can deposit checks from a camera-enabled iPhone, iPad, or Android smartphone through the downloadable CEO Mobile app available from the Apple App Store and Google Play Store. Warranty Charge basis S Price CEO Mobile' Deposit N/A N/A N/A Fewer than 20 per day Digital Check CheXpress CX 30-IJ – single feed 12 month 24 month per unit per unit $468.00 $505.00 Digital Check TS 240-50 • 50 documents per minute 12 month per unit $699.00 Fewer than 500 per day 24 month per unit $749.00 Panini Vision X 50 • 50 documents per minute 12 month 24 month per unit per unit $740.00 $790.00• Mac Compatible Digital Check TS 240-100 • 100 documents per minute 12 month 24 month per unit $928.00 $978.00 More than 500 per day per unit per unittagondocum:nts per minute 12 month Note: Allow five to seven extra business days for delivery. 24 month $2,734.00 per unit $3,093.00 The following scanners are not sold through Wells Fargo’s scanner fulfillment partner, but are compatible with our service • • • a • Digital Check TS240-75 Canon CR190i Panini l:Deal (until 7/31/2020 for PC users only) Panini Vision X 75 Panini Vision X 60 AGP Together we’ll go far © 2020 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Desktop Deposit price schedule (continued) 12-month extended warranty – purchased at expiration enaBIE Panini Vision X 50 Digital Check CX30 single feed Digital Check TS240 batch scanners per unit per unit per unit $102.91 $84.86 $102.91 Cleaning: Includes removal of loose dirt and debris, complete cleaning of the magnetic head, and cleaning of all rubber roller surfaces. Checkout: Includes evaluation and testing of unit/parts to specified standards Note: Only applies if no problem is found. Preventive maintenance: Includes a standard cleaning plus replacement of all O-rings and the drive belt. Expedite: One day turnaround on warranty or service procedures. Expedite: Same day turnaround on warranty or service procedures. Repairs: Not covered under warranty per unit $66.89 per unit $65.00 per unit per unit per unIt per hour plus parts Flat rate covers all work (except camera or motherboard) $154.37 $51.46 $102.91 $154.37 Repairs: Not covered under warranty $171.86 Supplies Franker for Panini i:Deal Ink cartridge for Panini Vision X Ink cartridge for Digital Check 3-pack ink cartridge for Panini or Digital Check Ink cartridge for Panini AGP Check retention bags Replacement box w/inserts (CX30) Replacement box w/inserts (TS240) Replacement box w/inserts (Panini) Cleaning kit for Panini Cleaning kit for Digital Check Cleaning kit for Digital Check (small) Cleaning cards for Canon Cleaning swabs for Digital Check Billing adjustments Restocking - Cancelled orders (unopened units only) per franker per cartridge per cartridge per 3-pack of cartridges per cartridge per 100 bags per kit per kit per kit per kit per kit per kit per pack per pack $23.53 $22.63 $22.63 $59.69 $57.71 $24.59 $18.52 $23.51 $35.24 $46.99 $52.62 $17.63 $22.38 $7.20 per occasion per unit $15.44 $77.18 Desktop Deposit – Compatible Scanners and Price Schedule Quick Reference Guide February 2020 2 DocuSign Envelope ID: Oo?l6rF£fIT:;2r9r{£;£63£iaPR:Ie:vT19:rvT gionly rA FE SPRINGS, CA 90670 . PH. 866.648.0925 . FAX 562.368.1588 E.MAIL US AT: SPSUPPLIES@SUPERIORPRESS.COM PLEASE FILL OUT ORDER FORM COMPLETELY AND LEGIBLY CONTACT NAME: CONTACT PHONE #: EMAIL: SPECIAL INSTnUCTIONS: BILLING OPTION:a DEBIT a CC # CARD HOLDERS NAME: CREDIT CARD ACCOUNT #: EXP. DATE ADDRESS CITy (MM/YR)CVV#(3 DIGITS ON BACK OF CARD) ZIP CODE URldllallljeIiInPAlbIll STATE CLIENT INFORMATION TO BE PRINTED BANK NAME CHECK ROUTING # DEPOSIT ROUTING # flO OFGrE MAX) AUX FIELD - LOCATION # SEQUENTIAL STARTING # ACCOUNT NUMBER SHIP TO ADDRESS: (STRErr ADDRESS REQUIRED, NO P.O. BOXES)a UPS NEXT DAY AIR SHIPPING METHOD n UPS NE>cr DAY AIR SAVER a UPS GROUND SERVICE n n UPS 2ND DAY AIR UPS 3 DAY SELECT +IF LEn BLANK PRODUCT WILL BE SHIPPED GROUND DELIVERYAnN : HMDOT s daRaIE [111la:11ISaa•13a STYLE, n SELF-INKING [] RUBBER STAMP QUANTITY: [] E£HSRSEMENT [] ADDRESS [] SIGNATURE +MAXIMUM OF 30 CHARACTERS PER LINE; INCLUDING SPACES, PUNCTUATION, ETC. 3-ON-A-PAGE CHECKS (MINiMUM 300 - 30N-A-PAGE srrLE) []NPSTUB [] PAYROLL (7 RING BINDER SOLD SEPARATELY) [] CORPORATE (BLACK COVER & REGISTER INCLUDED) QUANTITY: [] 300 [] 500 START #: COLOR: [] BLUE [] GREEN COPIES: [] SINGLE [] DUPLICATE BINDER: [] BLUE [] BLACK WORDING OVER SIG LINES: 1-ON-A-PAGE CHECKS (MiNiMUM 50 - BUSiNESS SiZE 8 3/8 x 3 1/8) POCKET (BLACK COVER & REGISTER INCLUDED) a VOUCHER CHECKS (PLEASE FAX OR MAIL A &4MPLE) (3 DAY MINIMUM FOR RUSH ORDERS) CHECK STYLE: [] SPS VOUCHER STYLE: [] 1 [] 2[] SPW [] CUSTOM []3 []4 [] 1000 [] OTHER QUANTITY: START #: n U PINK [] YELLOW [] TAN COLOR: [] BLUE [] GREEN [] PINK [] TAN COPIES: [] SINGLE [] DUPLICATE []TRIPUCATE [] aUADTRIPLICATE NUMBER OF SIG. LINES NUMBER OF SIG. LINES WORDING OVER SIG LINES: He]111=11]:=g•I:g a [aa=eBIBXIB LASER CHECKS (PLUSE FAX OR MAIL A SAMPLE) [] **LOGO STrLE: [] HOLOGRAM []PRISMATIC []THERMOCHROMIC [] LINEN []SECURE [] HORIZON CHECK POSITION: CHECK #s: [] TOP [] MIDDLE [] BOttOM [] &ON-A-PAGE 1 [] 2 [] 3 [] [] CHECKS FACE UP FI CHECKS FACE DOWN NUMBER OF SIG. UNES SOFIWARE: VERSION: DEPOSIT STYLE: [] STANDARD WHOLESALE LJ DEPOSIT SLIP (GEN 1001) FI COMMERCIAL DEPOSIT WITH LJ CHECK USTING (DS4) QUANTITY: [] (MINIMUM 200) M)a 400 n 600 n 800 U 1000 U OTHER OFCREUENTS aF 200)QUANTITY: (MINIMUM 250)START #1 COLOR: [] BLUE [] GREEN [] PINK [] TAN [] GREY [] YELLOW COPIES: [] SINGLE [] DUPLICATE [] TRIPUCATE [] QUAD ENVELOPES: [] DOUBLE WINDOW [] GUM [] SELF SEAL ++ TO SEND LOGO PL£ASE EMAIL A HIGH RESOLunoN OR EPS FILE TO: SALES@SUPERIORPRESS.con + F( )R 1)( )T MATRIX OR ( fONTINUOUS (pHE(pKS PLEASE ( pALL 888.590.7998 \ 'F YOU DOFr SEE THE OPnoN YOU WARr PLEASE EMAIL US TO REQUEST A FULL DBrrAL CATALOG OF PRODUCT OPnoNS (Rev. 04.4.18) COPIES:[] SINGLE [] DUPUCAn [] TRIPUCATE [] QUAD BINDING OPTIONS: [] LOOSE PADDED=BOOK (MOST STANDARD FORMAT IS BOOK)a To download a copy of this order form in PDF template, go to www.superiorpress.com/eorderforms DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B I oil rree rn: 666.osu./usa rax: ooz.9q6.4yoo sales@superiorpress.com Mon. - Fri. 5:00 am to 6:00 pm PT SUPERIOR PRESS • 9440 Norwalk Blvd., Santa Fe SprIngs, CA 90670 ORDERED BY: (,,„, F,,M WILL N,T ,, ,,,„„,, „ „„„ „C„,„ „ „F, ,,,~,) COVrACT NAME: ACCOUNT NAME COVrACT PHONE #: DBA EMAIL: (MUST PROVIDE EMAIL ADDRESS) SHIPPING: [] UPSNEXr DAY AIR [] UPS NEFF DAY AIR SAVER [] UPS 2ND DAY AIR LOCATION NUMBER ACCOUNT NUMBER 10 OR 13 DIGIT [] UPS 3 DAY SELECT [] UPS GROUND SERVICE (DEFAULT) BILLING OPTION [] DEBrr []CnEDrr CAnD ++IF LEn BLANK! PRODUCT WILL BE SHIPPED GROUND DELIVERY++ TAX EXEMPT ID:(INCLUDE COPY OF CERnFtCATE) CARD HOLDER’S NAME: CREDrr CARD Accouvr #: EXP. DATE:(MM/YR) CW#:(3 DIGns ON BACK OF CARD) ATTN: BILLING ADDRESS: CrrY CASH STRAPS STATE ZIP CODE CASH VAULT BAGS $50.00 Orange Straps $ 100.00 Blue Straps $200.00 Green StTaps $500.00 Red Straps $1,000.00 Yellow Straps 82,000.00 Violet Straps $5,000.00 Brown Straps $ 10,000.00 Mustard Straps Blank Straps UNIT QTY. lac)o Per Pack 1000 Per Pack 1000 Per Pack 1000 Per Pack 1000 Per Pack 1000 Pel' Pack 1000 Per Pack 1000 Per Pack 9 x 12 Single Pocket Clear Dep. Bag 9 x 12 Single Pocket 'Opaque’ Dep. Bag 10 x 15 Vertical Twin Pocket Dep. Bag 15 x 20 Single Pocket Clear Plastic Dep. Bag 20 x 28 Single Pocket Clear Dep. Bag 9 x 12 UnEncoded Check Only Bag (Green) 10 x 20 Pre-Encoded Check Only Bag (Red) 12 x 16 Foreign Items Bag (Purple) 12 x 25 Plastic Coin Bag UNIT QTY. 100 Per Pack 100 Per Pack 100 Per Pack 5 Packs (50 Per Pack) 100 Per Pack 150 Per Pack 100 Per Pack 100 Per Pack 50 Per Pack 1000 Per Pack COIN TRAYS S.01 Red Coin Tray S.05 Blue Coin Tray S. 10 Green Coin Tray S.25 Orange Coin Tray UNIT ORDER S.50 Gold Coin TrayQTY. $ 1.00 Silver Coin Tray / Each 1 Each 7 Each 1 Each 1 Each / Each OTHER SECURE / BANK BAGS 9 x 10 Nylon Bag with Lock+ 9 x 10 Cotton Bag with Lock+ 5.5 x 10.5 Zipper Bag 9 x 12 Desktop Deposit Disposal Bag UNIT QW. / Each / Each / Each 100 Per Pack COIN WRAPS UNIT QTY. 1000 Per Pack UNIT ORDER QTY. +Not For Bank Deposits / For Internal Company Use ONL\ S.01 Red Coin Wraps S.05 Blue Coin Wraps S. 10 Green Coin Wraps S.25 Orange Coin Wraps S.50 Tan Coin Wraps Sl.00 Gold Coin Wraps 1000 Per Pack 1000 Per Pack 1000 Per Pack 1000 Per Pack 1000 Per Pack ACCESSORIES & ENVELOPES #7 Coin Envelopes Kraft (Loose Change, Printed) #3 Coin Envelopes (Small) Counterfeit Detection Pen Check Saver Carriers Label Correction Tape for Magnetic Inscriber Blank Coin Tag Coupon Envelopes 500 Per Box 500 Per Box / Each 1000 Per Pack 1000 Per Pack 50 Per Pack 25 Per Bundle SHOTGUN COIN WRAPS 1000 Per PackS.01 Red Shotgun Coin Wraps S.05 Blue Shotgun Coin Wraps 1000 Per Pack S.10 Green Shotgun Coin Wraps 1000 Per Pack S.25 Orange Shotgun Coin Wraps 1000 Per Pack PRODUCT NAME UNIT aw, COIN BAG LABELS SEALS UNIT QTY. 250 Per Pack 250 Per Pack 250 Per Pack / Each S.01 Red Coin Labels S.05 Blue Coin Labels S.10 Green Coin Labels S.25 Orange CoIn Labels S.50 Tan Coin Labels $ 1.00 Grey SBA Labels 100 Per Box 100 Per Bol 100 Per Box 100 Per Box 100 Per Box 100 Per Box Numbered Plastic Seals (Orange) Plastic Pull Ties EnviroMoney CAP (Grey Cap) Seal Press camper Order turn-around time is 24 hours. Standard delivery timeframe is 5 business days for standard UPS ground delivery Ask about any of our other banking products such as; Deposit Slips, Checks, Check Envelopes, and Endorsement Stamps (Rev. 04/1 8) To download a copy of this order form in PDF template, go to www.superiorpress.com/eorderforms DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Treasury Management Account analysis Sample Client Analysis Statement Client Analysis Statement Relationship Summary WELLS FARGO JanLnry, 23XX Contait us Offian HwlaWells Phone No: 123-456-7890 ABC Com£)any987 Main Street City, USA 12345-6789 WE LLS FARGO BANK, NA 123 MAIN ST AN\frowN . USA 98765 Analysis Summary Average P osi ive C ollected Bolan a Reserve Requirem ent Investable Balance Available br Snvias E 8rnings /Ybvwla C wrerrt Morth Alalyzed Charges a1 0.CD% as.44% $920.197.50 92.019.75 828, 177.75 3.826.41 7.550.00 continued Together we’ll go far DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Balance Summary Accovnt Nuntn AccatIll Narre OOO-1234567 ABCCo®any Average Lecber 920.198 Average Nea CdS Avaage Dab Negdiie Use cf CbJbcbd Cc>lected FurS Rate 920.1 gB Servke Charge 1 3.550.00 'lndbdes Ulhg anwrt Service DetaII SKCode ABC123 BDC234 CDE345 AFPCcxh Sewke DeuW>n DI 0tX30 Zuo 8dxla M astn AcxDtH HabIt al 0CXJ0 Pccotnt H drterwa tH C)tX)0 DDA Stdemert Gnrerd AccrnrdSerUcn UnI Prke 50.00000 15.00000 20.00000 Voltlyn 1 .00 900.00 300.00 Servke Charges 50.00 7.500.00 T 6,000.00 ’T 13,55(100m 'Totd Fee Basal Charges Z Total Suvtce Chargu 6,00080 T = Servia Sut§ect to Sales Tax q3,55QOQ Trend AnalysIs Norah AUG 20XX OCT 20XX Avuage average ledger Bdar£e 920,19B 920,198 920, f98 Average anfive Colbcted Balance 920,198 920.1 98 920,lgB Investatfe Bafane Ava$atle ta Sayke6 US,1 78 828.178 Eamhg$ (>edit Rate 5.44% 5.44% 828.178 Month AUG 20XX OCT 20XX EarrIngs ASkm arce 3,©6 3.US F©Based Charges a 6000 ArnVzed (Jnrge$ 65 7.550 Afo/HAI,F\)slbn &761 (31744) Balance Adjustments Ctnnge Sn Average Acco IIi Nurytnr Trammtk)n Ode Corrutkn Date ArrDunt Days (bfbctaJ Balarre ABC OOb123+567 Ol/xxJ}a( aiHXHX 15,000.00 8 3.870 97 Aomu# ToU W7097 G raId TtRd W70s7 Nae: Cudomer mud ex©nire ttts stdemwt md npcM to Belk any dahn br cncR or retrnd vqttkl 60 days ater BarR makes the stdemert a\,dbble. If BwIk cbn ncR receive noUn of win or c$saefwICy vatin tHs tim e tame, terns on ttu statemert WI be deemed to be correct. Acjudnen No. of DeurWc>n For more information on the Client Analysis Statement, contact your Wells Fargo treasury management representative. wellsfargo.com/com © 2020 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-1185 PDS-1315275 (03/20) DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Treasury Management Treasury Information Reporting DDA Cycled Statement report Providing timely information about the items posting to your Wells Fargo domestic and global bank accounts The Demand Deposit Account (DDA) Cycled Statement report is an electronic statement, available online, of your checking activity, the day following your statement cycle, through the Commercial Electronic Office® (cro'D) portal. The DDA Cycled Statement report provides you convenient, customizable access to the transaction details you need to know. Extensive customization features allow you to create reports that fit your business requirements. DDA Cycled Statement report includes: Online access. You can access your DDA statement activity the day after the close of each specihed cycle. The online statement includes deposits, bank credits and debits, paid checks, a daily balance summary, and an account overview with beginning and ending ledger balance, total credits, and total debits. • Customize your download. Choose the data fields you want and the order you want them to appear when you download reports in CSV or Excel formats. • Define the report content. Select a combination of information, including deposits, electronic deposits/bank credits, electronic debits/bank debits, checks paid, or daily ledger balance summary. • Save your customization options. Treasury Information Reporting lets each user in your company save up to 100 customized reports. Images. You can view images of your check transactions. Previous account statements. You can view statements from previous cycles. Streamlined data entry. You can download your electronic statement information to your existing accounting system or to a spreadsheet for further analysis, without retyping the data. • Share your customized reports with others. Companies can share up to 200 custom reports and each company user up to 50 custom reports. Customizable options. Treasury Information Reporting allows you to: Technical specifications: • View the report in HTML or PDF formats. • Access information from the CEO home page.• Download the report in BAI V2, CSV, or Excel formats. • Tailor the report to include only the accounts you want to see. You can choose to view your Wells Fargo domestic and global bank accounts. Data retention system means information is retained according to the type of cycle: Daily cycles (flve days) Weekly cycles (three weeks) Monthly cycles (three months) Customer-deflned cycles (three cycles that you define) • Access full wire transaction detail or full received ACH transaction detail in HTML format. Use the optional item detail feature to view and print full detail for individual wire or received ACH transactions. – Wire detail includes originator to bene£rciary information, intermediary bank information, beneflciary information, and audit information (for originated wires only). Received ACH detail includes company entry description, company discretionary data, and complete addenda details continued Together we’ll go far ====b,+ B E A : ::i4 0 F+ DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B DDA Cyclod Statement ReportCustom As of 05/31/2©tX Company: CWPANY NAMEthen Dun UserFo i®®r 06/01/20)at 03:19 PM Fr Bblemea Start Date: 03/Dl/2axx Statement Era Date: 031291HHX CutuW: USD Bark 091tXXC4D Aceourn 20WDC J WELLS FARGO BARK, Nl ABC COMPANY. INC. Aca>uK OvervIew BednNng L•dpr BahrB DepositsEbabHic Dwasa#BMk ClaiM Total Greats Etodhorlic DebitsdBank DBbiU Checks Pail Total DebIts Endng L&deer BaInn S,IB£OO 1.433.875.000.00 2729,591,W_87 4,163.466,662.87 4.164.264.547_36 .CO 4,1&Ii264,54716 .79&719.49 CredItstlnn,nIt bRactIve on Posted Date 03/01/ZOO(03101 /200(99.000.000.00 DEPOSiT 90.000,000.00 DEPOSIT Anuunt TransactIon DetaII 1,433mw.fHI Total Depa8lts B'= =t, WIle DeposlWBank Cndlt8Effective Date P08t8d Data 03/OIOW 03/01 /ZOO( AmotErt 307,107.389.62 90.007.462.03 TransactIon DetaII ZBA FUNDING ACCoubfr TRANSFER FROM 4m06MOB3 WI FED#00000 JPMORGAN CHASE BAN /ORG= SRF# 190000 IOO027PROO TRF#M042000tOOO RF8# WI FED#DOOm JPMORGAN CHASE BAN fORG= SRF# 190000 ISIOOOPROO TRbt#100020000000 RFe# ELECTRONIC CHECK DEPOSIT ELECTRONIC CHECK DEPOSIT 03/Dlauo<90.007.46201 D31ZU2®O( 0312umQ{ 1 88.47 170.44 2,729.591,HZ&7 Total Eh€tmnb DeposIt&/Bank Cnd16b 4,163.466.66187 THaI CndtB D•Nts ElectronIc DeUtdB3nk DebIts ERactIve Date Posted Date 03/01 000( 03/01 DUO(03/alam( 03/al/ma(03/01 /XXX 03129120)0( 838.580.916.50 94.567,594 _7493266. in.89 23.64SW_OO 7.170.941 ,39 .10 Arrntart SWFFP TRANSFER TO INVE$TMElfr ZBA FUNDING ACCOU Ifr TRANSFER TO 1087000 ZBA FUNDING ACCOUNT TRANSFER TO 6000104000 ZBA FUNDING ACCOUNT TRANSFER TO $440100000 ZBA FUNDING ACCOutfr TRANSFER TO gmolcoo06wr FED#oeooo om JCXXYBNFzte8tnamel £XX:HOCXXX1570 3RF# GWWQO 0000007749 TRN#ln017mooo RFB# aQa Tnn8actlon Deull 4,164,2&4347.86 THaI Ehc£mnb D•bhdBara Ddt Its 4,164,M647.36 Total D6bIB DaBy Ledger Bdanu $wrwnaryData Balanc8 DaH Balance Date Balance 03JOlnw{ 0304000( 03/08200( WW2QO< 0307/200(WW200< 03/11/200( .2558252.86 -19,448.859_14 8.782.796. aB 8.782.796.88 8.782.796.88 8.782.796.88 8.782.796. 88 ov12aw( 03/la20CXOV14/2 am 03/15000(QNI H200(03/19am: Q3/2aeQm 8.782.796.88 8.782.796.88 8.782.796.88 8,782,796.88 8.782,796.88 8.782.796.88 8.782.796.88 03e1/200( Q3f22f2Qa( 03/25/2W{ 0306/200( 03/27/200( 03/n/200( 03/29/200( 8.78&796.&B 8.782.796.&B 8.782.796,88 8.782.796.&B 8.782.796_&B -107.893,432.60 .79Z7 19.49 4,7Q29 Average DaIly Ledger Balntc – END OF REPORT -- Page: 1 This information is hypothetical and is used for illustrative purposes only. For more information on the DDA Cycled Statement report, contact your Wells Fargo treasury management representative or visit wellsfargo.com/corn. © 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured TM-2182 PDS-1539160 - 06/19 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Lockbox Detail Report Company: COMPANY NAMEUser: Demo User As of 10/17/20xx Commercial Electronic Office‘e M 10/20/200( 12:38 PM ET Curr•ney: USDBank: 000000000 Account: 40005tX)009(OR) WELLS FARGO BANK, N.A. Widgets, Inc. Batch Summary Lockbox: D•nv•r/4400000 Batch Count: Item Count: 1 10 Batch Total:325,193.76 Date 10/17/2016 Batch Number 1 Number of Items 10 Amount 325,193.76 Transaction Detail Lockbox: Denver/4400000 Batch Number: 1 TransactIon ID: 5 Bank ID 000000000 Account Number Check Number Check Amount 8000400000 AB GROUP INC 0080 92.921.86 Customer Name: Invoices Invoice Number: Invoice Number: 400006 400004 Transaction ID: 6 Bank ID 000000000 Account Number 2000002 Check Number 1000002 Check Amount 12,589.60 Customer Name: Invoices ABC Invoice Number:4000014 Transaction ID: 8 Bank ID 000000000 Account Number 600200006 Check Number 700007 Check Amount 2.144.77 Customer Name: Invoices CCCC Invoice Number 4000007 Batch Total Total for Lockbox 4000005 325.193.76 325.193.76 325,193.76 Number of Checks: Number of Batches: 10 1 Total for Account 4000500009 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Treasury Management WELLS FARGO Check deposit availability schedule All checks deposited to a commercial or national bank account and received before the cutoff time posted in the store, cash vault, or any other department or office, receive collected funds in accordance with the following schedule: Collected funds Wells Fargo Bank checksi U.S. government checks Select financial institution checks2 All other checks Same day o., d,y One day Tw, d,y, Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. This schedule is subject to change without notice. 1 Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Controlled Disbursement checks receive collected funds the next business day. 2 Deposited checks drawn on financial institutions located within the same time zone as the deposit location are available next business day. A business day is deflned as every day except Saturday, Sunday, and federal holidays. Time zones include Eastern, Central, Mountain, Pacific. and Alaska, Wells Fargo will not process single deposits of $100 million or more. Such deposits will be returned to the customer unprocessed.Together we’ll go far wellsfargo.com/com © 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2177 PDS.1506554 (05/19) A\= DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Treasury Management WELLS FARGO Commercial / Commercial Checking / National Bank customers Desktop Deposit'’ service availability schedule All Wells Fargo electronic deposits to a commercial or national bank account received before the published cutoff time of 9 p.m. Central Time receive collected funds in accordance with the following schedule: Collected funds Wells Fargo Bank checks* U.S. government checks All other checks Same day One day One day Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. This schedule is subject to change without notice. Together we’ll go far wellsfargo.com/com © 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC TM-1922 - PDS-1523199 - 06/19 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Lockbox accelerated availability schedule: Central states Wells Fargo Bank items Deposits received before the published ledger deadline of 6:oo p.m. local time, Monday through Friday, receive immediate availability. * *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. U.S. government and non-Wells Fargo Bank items Deposits receive availability based on routing numbers by deposit deadline listed in the following table. Same day One day One day One day6:OO p.m. 6:OO p.m. 4:OO p.m. 6:OO p.m. Funds avai4aMity Depositdeadline ( Mon-Thu ) Same day4:30 a.m Depositdeadlirr€ (Fri) 4:3D a,m 6:OO p.m 6:OO p.m 6:OO p.m 6:OO p.m 0910-XXXX 0960-XXXX 0412-1553 0610-0022 0620-0008 0622-0375 0640-0376 0711-0130 0719-7437 0730-0022 0749-0027 0759-1198 0910-0001 0911-0145 0913-0001 0911-XXXX 0912-XXXX 0913-XXXX 0914-XXXX 0919-0021 0919-1618 2918-8058 2918-8091 2918-8121 2919-7546 2919-7547 Olll-XXXX O112-XXXX 0113-XXXX O114-XXXX 0115-XXXX O116-XXXX O117-XXXX O118-XXXX O119-XXXX 0211-XXXX 0212-XXXX 0213-XXXX 0214-XXXX OOOO-XXXX OllO-XXXX 0210-XXXX 0220-XXXX 0260-XXXX 0280-XXXX 0310-XXXX 0360-XXXX 0410-XXXX 0420-XXXX 0430-XXXX 0440-XXXX 0510-XXXX Lockbox availability schedule_Central states.docx 1 of 5 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3D1457FBA51746B Lockbox accelerated availability schedule: Central states Same day Same day One day One day 4:30 a.m. 6:OO p.m. 6:OO p.m. 4:OO p.m. Funds availability Deposit deadline (Mon-Thu ) One day 6:OO p.m. Deposit deadline (F 4:30 a.m 6:OO p.m 6:OO p.m6:OO p.m 6:OO p.m 09181 02@ 051§M 0929-0527 1010-8@ 1020-0007 1021-8928 1023-0109 1040-0005 1070-0219 1110-1515 1119-0065 1131-0544 1210-0024 1210-4288 1220-0024 1221-0119 1221-0527 1221-8707 1222-8717 1224-8730 1230-0680 0216-XXXX 02igM 0223-XXXX 0311-XXXX 0312-XXXX 0313-XXXX 0319-XXXX 0412-XXXX 0421-XXXX 0422-XXXX 0423-XXXX 0432-XXXX 0433-XXXX 0434-XXXX 0441-XXXX 0442-XXXX 0514-XXXX 0515-XXXX 0521-XXXX 0520-XXXX 0536->M 0539-XXXX 0610-XXXX 0613-XXXX 0620-XXXX 0621-XXXX 0622-XXXX 0630-XXXX 0640-XXXX 0641-XXXX 0642-XXXX 0650-XXXX 0651-XXXX 0653-XXXX 0655-XXXX 0660-XXXX 0710-XXXX 07 1 l-XXXX Lockbox availability schedule_Central states.docx 2 of 5 DocuSign Envelope ID: 0C6F43FB-297CJ16AC-A3Dl-857FBA51746B Lockbox accelerated availability schedule: Central states Same day Same day One day One day 4:30 a.m. 6:OO p.m. 6:OO p.m. 4:OO p.m. Funds availabiHty Deposit dead!,ina (Mon-Thu) One day 6:OO p.m. Deposit deadline ( Fri) 4:30 a.m 6:OO p.m 6:OO p.m 6:OO p.m 6:OO p.m 124ll]BZ£lDl 0522-X@ 071 Mg 1241-0379 1250-0854 1252-0005 3212-7074 0531-XXXX 0532-XX@ 0540-XXXX 0550-XXXX 0560-XXXX 0570-XXXX 061 l-XXXX 0612-XXXX 063 l-XXXX 0632-XXXX 0652-XXXX 0654-XXXX 0670-XXXX 0724-XXXX 0749-XXXX 0812-XXXX 0813-XXXX 0829-XXXX 0839-XXXX 0719-XXXX 07:@HW38 0730-XXXX 0739-XXXX 0740-XXXX 0750-XXXX 0759-XXXX 0810-XXXX 0815-XXXX 0819-XXXX 0820-XXXX 0830-XXXX 0840-XXXX 0842-XXXX 0843-XXXX 0865-XXXX 0915-XXXX 0918-XXXX 0919-XXXX Lockbox availability schedule_Central states.docx 3 of 5 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Lockbox accelerated availability schedule: Central states Same day Same day One day One day 4:30 a.m. 6:OO p.m. 6:OO p.m. 4:OO p.m. Funds availability: Depositdeadline (Mon-Thu ) One day 6:OO p.m. Deposit deadline (Fri) 4:30 a.m 6:OO p.m 6:OO p.m6:OO p.m 6:OO p.m 08 aM @Mxx 0863-XXXX 0921-ikxx 0929-XXXX I021-XXXX I023-XXXX 103 1 -XXXX I039-XXXX I070-XXXX 1111-XXXX 1122-XXXX 1211-XXXX 1212-XXXX 1213-XXXX 1214-XXXX 1231-XXXX 1232-XXXX 1233-XXXX 1241-XXXX 1243-XXXX IOIO-XXXX IOll-XXXX I012-XXXX I019-XXXX I020-XXXX I022-XXXX I030-XXXX I040-XXXX I041-XXXX I049-XXXX lllO-XXXX 1113-XXXX 1119-XXXX 1120-XXXX 1123-XXXX 1130-XXXX 1131-XXXX 1140-XXXX 1149-XXXX Lockbox availability schedule_Central states.docx 4 of 5 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Lockbox accelerated availability schedule: Central states Same day Same day One day One day 4:30 a.m. 6:OO p.m. 6:OO p.m. 4:OO p.m. Funds availability Deposit deadline ( Mon-Thu ) One day 6:OO p.m. Deposit deadline ( Fri) 4:3D a.m 6:OO p.m 6:OO p.m 6:OO p.m 6:OO p.m mMM 11@BEigEEg: 1252-XXXX I 1210-XXXX 1220-XXXX 1221-XXXX 1222-XXXX 1223-XXXX 1224-XXXX 1230-XXXX 1 240-XXXX 1242-XXXX 1250-XXXX Lockbox availability schedule_Central states.docx 5 of 5 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3D1457FBA51746B WELLS FARGO Funds Availability Addendum to Wells Fargo Commercial Account Agreement (Effective ) une 20, 2020) Effective June 20, 2020, Wells Fargo is deleting the “Longer delays may apply” provision of the “Funds availability policy” section of the Commercial Account Agreement (“Agreement”) and replacing it as follows: “Longer delays may apply In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available until the second or third business day after the day of your deposit. The first $225 of your deposit, however, may be available on the first business day after the day of your deposit. Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit. If you need the funds from a deposit right away, you may ask us when the funds will be available. in addition, funds you deposit by check may be delayed for a longer period under the following circumstances: • We believe a check you deposit will not be paid. • You deposit checks totaling more than $5,525 on any one day. • You redeposit a check that has been returned unpaid. • You have overdrawn your account repeatedly in the last 6 months. • There is an emergency, such as a failure of computer or communications equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit. In the event of a conflict between a provision in this Addendum and a provision in the Agreement, the provision in this Addendum will control to the extent of the conflict. All terms defined in the Agreement have the same meaning when used in this Addendum. © 2020 Wells Fargo Bank, N.A. All rights reserved. Member FDIC 595553 [Rev 00 - 05/20)Page 1 of 1 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Institutional Class shares Asset Management Government Money Market Fund All information is as of 9-30-20 unless otherwise indicated. Information is subject to change Key facts Principal investrnent strategies S&P rating Moody's Rating AAAm Aaa-mf Seeks current income, while preserving capital and liquidity. Invests in high-quality, short-term money market instruments that consist of U .S. Government obligations and repurchase agreements collateralized by U.S. Government obligations.Share Class Investment Minimum Ticker CUSI P Gross Expense Ratio Net Expense Ratio Institutional $ 10 million GVIXX 94975P405 0.22% 0.20% Portfolio composition 1 % of portfoEio • Treasury debt: (43) Government agency repo: (25) • Government agency debt: (19) a Treasury repurchase agreement: (11) • Variable rate demand note: {1) • Other instrument: (1) Total fund assets Fund Manager $157.1 billion Laurie R. White, Jeffrey L. Weaver, CFA, Michael C. Bird, CFA 11-16-87 7-28-03 5 p.m. Eastern Time Fund Inception Date Class Inception Date Trading deadline Total : 100% Performance Portfolio maturity schedule (%) 1'7 days 10 8-29 days 14 19 30-89 days 19 2090-179 days 15 180-269 days bl 270+ days 11 Current yield as of 9-30-20 7-day SEC yield (%) 0.01 30-day current yield (%) 1.98 1.73 1.52 1.47 1.46 1.46 0.75 0.18 0.08 0.06 0.05 0.02 0.01 Month September 2019 October 2019 November 2019 December 2019 January 2020 February 2020 March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 WALa WAM Money market fund statistics Weighted average maturity: 37 days Weighted average life: 85 days Daily liquid assets: 74% Weekly liquid assets: 80% Average annual total returns (%) as of 9-30'20 1 year 3 year 5 year 10 year Since Inception0.74 1.44 1.01 0.51 3.02 The Manager has contractually committedthrough May 31, 2021, to waive fees and/or reimburse expensesto the extent necessary to cap the fund's total annual fund operating expenses after fee waivers at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense cap. Without these reductions,the fund’s seven-day current yield would have been -o.oa& Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectus. Figures quoted represent past performance, which is no guarantee of future results and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment returns wHI fluctuate. The fund's yield figures more closely reflect the current earnings of the fund than the total return figures. Current performance may be lower or higher than the performance data quoted and assumes the reinvestment of dividends and capkal gains. Current month-end performance is available at the fund's website, wfam.com. Money market funds are sold without a front-end sales charge or contingent deferred sales charge. Other fees and expenses apply to an investment in the fund and are described in the fund’s current prospectus. Kontinued on next page.) DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Strength. Expertise. Support. The expertise of our independent Wells Fargo Funds investment teams, our rigorous ongoing investment review, and a collaborative level of superior service is our trademark. We skillfully manage our funds to help institutions, financial advisors, and individuals navigate the investment terrain to reach their financial objectives. Everything we do on behalf of our investors is built on the standards of integrity and service established by our parent company, Wells Fargo & Company. Fund disclosures For government money market funds: You could lose money by investing in the fund.Atthough the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so, An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time, CFA® and Chartered Financial Anatyst® are trademarks owned by CFA Institute. 1. Portfolio composition is subject to change and may have changed since the date specified. Definition of terms Daily liquid assets: Cash, direct obligations of the U.S. government, or securitiesthat will mature or are subject to a demand feature exercisable and payable within one business day. Weekly liquid assets: Cash, direct obligations of the U.S. government, or government securities issued on authority granted by the U.S. Congress that are issued at a discount to the principal amount to be repaid at maturity and have remaining maturity of 60 days or less or will mature or are subject to a demand feature exercisable and payable within five business days Weighted average life (WAL): An average of the final maturities of all securities held in the portfolio, weighted by their percentage of total investments. The maturity of a portfolio security is the period remaining until the date on which the principal amount is unconditionally required to be paid, or in the case of a security called for redemption, the date on which the redemption payment is unconditionally required to be made. The calculation of WAL allows for the maturities of certain securities with demand features to be shortened but, unlike the calculation of WAM, does not allow shortening of the maturities of certain securities with periodic interest rate resets. WAL is a way to measure a fund's potential sensitivity to credit spread changes. WAL is subject to change and may have changed since the date specified Weighted average maturity (WAM): An average of the effective maturiUes of all securities held in the portfolio, weighted by each security's percentage of total investments. The maturity of a portfolio security is the period remaining until the date on which the principal amount is unconditionally required to be paid, or in the case of a security called for redemption, the date on which the redemption payment is unconditionally required to be made. WAM calculations allow for the maturities of certain securities with demand features or periodic interest rate resets to be shortened.WAM is a way to measure a fund’s sensitivity to potential interest rate changes. WAM is subject to change and may have changed sincethe date specified Rating agencies: The ratings indicated are from Standard & Poor’s (S&P); Moody’s Investors Service, Inc.; and/or Fitch Ratings Ltd. (together, rating agencies). Standard & Poor’s is a trademark of McGraw-Hill, Inc., and has been licensed.Thefunds are not sponsored, endorsed, sold, or promoted by these rating agencies, and these rating agencies make no representation regarding the advisability of investing in the funds. The credit rating is a forward- looking opinion about a fund's potential capacity to maintain stable principal or stable net asset value. The ratings are opinions as of the date they are expressed and not statements of fact or recommendationsto purchase, hold, or sell any security. Standard & Poor's rates the creditworthinessof money market fundsfrom AAAm (highest) to Dm {lowest). Moody's rates the creditworthiness of money market funds from Aaa-mf (highest) to C-mf (lowest). Fitch Ratings Ltd. rates the creditworthinessof money market funds from AAAmmf {highest) to Bmmf (lowest) Carefully consider a fund’s investment objectives, risks, charges, and expenses before investing. For a current prospectus and, if available, a summary prospectus, containing this and other information, visit wfam.com. Read it carefully before investing. This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind–including a recommendation for any specific investment, strategy, or plan, Wells Fargo Asset Management {WFAM) is the trade name for certain investment advisory/management firms owned by Wells Fargo & Company. These firms include but are not limited to Wells Capital Management Incorporated and Wells Fargo Funds Management, LLC. Certain products managed by WFAM entities are distributed by Wells Fargo Funds Distributor, LLC (a broker-dealer and Member FINRA) INVESTMENT PRODUCTS: NOT FDIC INSURED © 2020 Wells Fargo & Company. All rights reserved NO BANK GUARANTEE • MAY LOSE VALUE PAR-0920-00945 10-20 MMFS013 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Institutional Class shares WELLS FARGO Asset Management Treasury Plus Money Market Fund All information is as of 9-30-20 unless otherwise indicated. Information is subject to change Key facts Principal investment strategies S&P rating Moody's Rating AAAm Aaa-mf Seeks current income, while preserving capital and liquidity by investing in high-quality, short-term money market instruments that consist of U.S. Treasury obligationsand repurchase agreements coElateraiized byU.S. Treasury obligations.Share Class Investment Minimum Ticker CUSI P Gross Expense Ratio Net Expense Ratio Institutional $10 million PISXX 94975H296 0.22% 0.20% Portfolio composition 1 % of portfolio a Treasury debt: (67) Treasury repurchase agreement: (33) Total fund assets Fund Manager $25.9 billion LaurIe R. White, Jeffrey L Weaver, CFA Michael C, Bird, CFA 10-01-85 8-11-95 5 p.m. Eastern Time Fund Inception Date Class Inception Date Trading deadline TotaE : 100% Performance Portfoiio maturity schedule (%) 1-7 days 118-29 day 11 2230-89 days 20 1890'179 days 16 180-269 days 11 270+ days il Current yield as of 9-30-20 7-day SEC yield (%) 0.01 30-day current yield (%) 1.96 1.69 1.49 1.46 1.43 1.45 0.66 0.15 0.05 0.05 0.05 0.01 0.01 Month September 2019 October 2019 November2019 December 2019 January 2020 February 2020 March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 WAL • WAM Money market fund statistics Weighted average maturity: 39 days Weighted average life: 97 days Daily liquid assets: 93% Weekly liquid assets: 100% Average annual total returns (%) as of 9-30-20 1 year 3 year 5 year 10 year Since Inception0.72 1.43 0.99 0.50 3.19 The Manager has contractually committed through May 31, 2021, to waive fees and/or reimburse expensesto the extent necessary to cap the fund's total annual fund operating expenses after fee waivers at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense cap. Without these reductions,the fund’s seven-day current yield would have been -0.04%. Prior to or after the commitment expiration date,the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectus. Figures quoted represent past performance, which is no guarantee of future results and do not reFect taxes that a shareholder may pay on an investment in a fund. Investment returns will fluctuate. The fund’s yield figures more closely reflect the current earnings of the fund than the total return figures. Current performance may be lower or higher than the performance data quoted and assumes the reinvestment of dividends and capital gains. Current month-end performance is available at the fund’s website, wfam,com. Money market funds are sold without a front-end sales charge or contingent deferred sales charge. Other fees and expenses apply to an investment in the fund and are described in the fund’s current prospectus. (Continued on next page.) DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3D1457FBA51746B Strength. Expertise. Support. The expertise of our independent Wells Fargo Funds investment teams, our rigorous ongoing investment review, and a collaborative level of superior service is our trademark. We skillfully manage our funds to help institutions, financial advisors, and individuals navigate the investment terrain to reach their financial objectives. Everything we do on behalf of our investors is built on the standards of integrity and service established by our parent company, Wells Fargo & Company. Fund disclosures For government money market funds: You could lose money by investing in the fund. Atthough the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other govemment agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. 1. Portfolio composition is subject to change and may have changed since the date specified. Definition of terms Daily liquid assets: Cash, direct obligations of the U.S. government, or securitiesthat will mature or are subject to a demand feature exercisable and payable within one business day. Weekly liquid assets: Cash, direct obligations of the U.S. government, or government securities issued on authority granted by the U.S. Congress that are issued at a discount to the principal amount to be repaid at maturity and have remaining maturity of 60 days or less or will mature or are subject to a demand feature exercisable and payable within five business days Weighted average life (WAL): An average of the final maturities of all securities held in the portfolio, weighted by their percentage of total investments. The maturity of a portfolio security is the period remaining until the date on which the principal amount is unconditionally required to be paid, or in the case of a security called for redemption, the date on which the redemption payment is unconditionally required to be made. The calculation of WAL allows for the maturities of certain securities with demand features to be shortened but, unlike the calculation of WAM, does not allow shortening of the maturities of certain securities with periodic interest rate resets. WAL is a way to measure a fund's potential sensitivity to credit spread changes. WAL is subject to change and may have changed since the date specified Weighted average maturity (WAM): An average of the effective maturities of all securities held in the portfolio, weighted by each security's percentage of total investments. The maturity of a portfolio security is the period remaining until the date on which the principal amount is unconditionally required to be paid, or in the case of a security called for redemption,the date on whichthe redemption payment is unconditionally required to be made. WAM calculations allow for the maturities of certain securities with demand features or periodic interest rate resets to be shortened.WAM is a way to measure a fund's sensitivity to potential interest rate changes. WAM is subject to change and may have changed sincethe date specified Rating agencies: The ratings indicated are from Standard & Poor’s (S&P); Moody’s Investors Service, Inc.; and/or Fitch Ratings Ltd. (together, rating agencies). Standard & Poor’s is a trademark of McGraw-Hill, Inc., and has been licensed. Thefunds are not sponsored, endorsed, sold, or promoted by these rating agencies, and these rating agencies make no representation regarding the advisability of investing in the funds. The credit rating is a forward- looking opinion about a fund’s potential capacity to maintain stable principal or stable net asset value. The ratings are opinions as of the date they are expressed and not statements of fact or recommendationsto purchase, hold, or sell any security. Standard & Poor's rates the creditworthinessof money market fundsfrom AAAm (highest) to Dm (lowest). Moody's rates the creditworthiness of money market funds from Aaa-mf (highest) to C-mf (lowest) Fitch Ratings Ltd. rates the creditworthiness of money market fundsfrom AAAmmf (highest) to Bmmf (lowest) Carefully consider a fund’s investment objectives, risks, charges, and expenses before investing. For a current prospectus and, if available, a summary prospectus, containing this and other information, visit wfam.com. Read it carefully before investing. This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind–including a recommendation for any specific investment, strategy, or plan. Wells Fargo Asset Management (WFAM) is the trade name for certain investment advisory/management firms owned by Wells Fargo & Company. These firms include but are not limited to Wells Capital Management Incorporated and Wells Fargo Funds Management, LLC. Certain products managed by WFAM entities are distributed by Wells Fargo Funds Distributor, LLC (a broker-dealer and Member FINRA). PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE © 2020 Wells Fargo & Company. All rights reserved.PAR-0920-00963 10-20 MMFS017 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Prospectus June 1, 2020 WELLS II ASSRT FARGO'IEMANAGEMt Government Money Market Funds Fund Institutional Class Wells Fargo Government Money Market Fund GVIXX PISXX WOTXX Wells Fargo Treasury Plus Money Market Fund Wells Fargo 100% Treasury Money Market Fund Together we’ll go far Beginning on January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, paper copies of the Wells Fargo Funds’annual and semi-annual shareholder reports issued after this date will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds' website, and you will be notified by mail each time a report is posted and provided with a website address to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-222-8222 or by enrolling at wellsfargo.com/advantagedelivery. You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call 1-800-222-8222. Your election to receive reports in paper will apply to all Wells Fargo Funds held in your account with your financial intermediary or, if you are a direct investor, to all Wells Fargo Funds that you hold. As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime. Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution, Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value. DocuSign Envelope ID: 0C6F43FB-297C'46AC-A3Dl-857FBA51746B Table of Contents Fund Summaries Government Money Market Fund Summary........... , Treasury Plus Money Market Fund Summary .........., IC)o Percent Treasury Money Market Fund Summary. . 2 6 10 Details About the Funds Government Money Market Fund . . Treasury Plus Money Market Fund ......................, 100 Percent Treasury Money Market Fund............, Description of Principal Investment Risks............., Portfolio Holdings Information..........................., Pricing Fund Shares........................................... 15 16 17 18 19 19 Management of the Funds The Manager........................................ The Sub-Adviser ................................... Multi-Manager Arrangement . . ..... ....... ... . 20 21 21 Account Information Share Class Eligibility.................................................., Compensation to Financial Professionals and Intermediari Buy and Selling Fund Shares........................................, Exchanging Fund Shares . . Frequent Purchases and Redemptions of Fund Shares ....... Account Policies .................................... Distributions ........................... 22 22 23 25 26 26 27 28 29 Other Information Taxes ......................... Financial Highlights ..... DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Government Money Market Fund Summary Investment Objective The Fund seeks current income, while preserving capital and liquidity. Fees and Expenses These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum sales charge (load) imposed on purchases (as a percentage of offering price) Maximum deferred sales charge (load) (as a percentage of offering price) None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees Distribution (12b-1) Fees Other Expenses Total Annual Fund Operating Expenses Fee Waivers Total Annual Fund Operating Expenses After Fee Waivers1 0.13% 0.00% 0.09% 0,22% (0.02)% 0,20% After: 1 . The Manager has contractually committed through May 31, 2021, to waive fees and/or reimburse expenses to the extent necessary to cap Total Annual Fund Operating Expenses After Fee Waivers at 0.20% for Institutional Class, Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense cap. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. Example of Expenses The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $ 10,000 initial investment, 5% annual total return, and that fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1 Year 3 Years 5 Years 10 Years $20 $69 $122 5278 Government Money Market Funds 1 2 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Government obligations and repurchase agreements collateralized by U.S. Government obligations. These investments may have fixed, floating, or variable rates of interest. Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $ 1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of Wells Fargo Bank, N.A. or its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. The Fund is primarily subject to the risks briefly summarized below. Principal Investment Risks Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money. Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund’s manager or sub-adviser in seeking to achieve the Fund’s investment objective may not produce expected returns, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives. Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Money Market Fund Risk. The Fund’s yield will change based on changes in interest rates and other market conditions. Because the Fund invests in short-term instruments, the Fund’s dividend yields are expected to be low when short-term market interest rates are low, and there is no guarantee that the Fund will not have a negative yield. Repurchase Agreement Risk. In the event that the counterparty to a repurchase agreement is unwilling or unable to fulfill its contractual obligations to repurchase the underlying security, a Fund may lose money, suffer delays, or incur costs arising from holding or selling the underlying security. U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. 3 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Performance The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. Past performance is no guarantee of future results. Current month-end performance is available on the Fund’s website at wfam.com. To obtain a current 7-day yield for the Fund call toll-free 1 -800-222-8222. Calendar Year Total Returns for Institutional Class as of 1 2/31 each year 2010 201 1 3% 2012 2013 2014 201 5 2016 201 7 2018 2019 Highest Quarter: 2nd Quarter 2019 +0.57% 2.5% 2% Lowest Quarter: 1 st Quarter 20152.06 +0.00% Year-to-date total return as of 3/31/2020 is 0.31 %1.5% 1% 0.5% Average Annual Total Returns for the periods ended 1 2/31/2019 Inception Date of Share Class 1 Year 5 Year 10 Year Institutional Class 7/28/2003 2.06% 0.94% 0.48% Government Money Market Funds 1 4 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Fund Management Manager Sub-Adviser Wells Fargo Funds Management, LLC Wells Capital Management Incorporated Purchase and Sale of Fund Shares Institutional Class shares are generally available through intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and funds of funds, including those managed by Funds Management. In general, you can buy or sell shares of the Fund online or by mail, phone or wire, on any day the New York Stock Exchange ("NYSE") is open for regular trading. You also may buy and sell shares through a financial professional. Minimum Investments To Buy or Sell Shares Minimum Initial Investment Institutional Class: $10 million (certain eligible investors may not be subject to a minimum initial investment) Mail: Wells Fargo Funds P.O. Box 219967 Kansas City, MO @1 21-9967 Online: wfam.com Phone or Wire: 1-800-222-8222Minimum Additional Investment Institutional Class: None Contact your investment representative. Tax Information Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401 (k) or other tax-advantaged investment plan. However, subsequent withdrawals from such a tax-advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation. Payments to Intermediaries If you purchase a Fund through an intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information. 5 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Treasury Plus Money Market Fund Summary Investment Objective The Fund seeks current income, while preserving capital and liquidity. Fees and Expenses These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum sales charge (load) imposed on purchases (as a percentage of offering price) Maximum deferred sales charge (load) (as a percentage of offering price) None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees Distribution (1 2b-1) Fees Other Expenses Total Annual Fund Operating Expenses Fee Waivers Total Annual Fund Operating Expenses After Fee Waivers1 0.14% 0.00% 0.08% 0,2296 (0.02)% O,20% After: 1 . The Manager has contractually committed through May 31, 2021, to waive fees and/or reimburse expenses to the extent necessary to cap Total Annual Fund Operating Expenses After Fee Waivers at 0.20% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense cap. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. Example of Expenses The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $ 10,000 initial investment, 5% annual total return, and that fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1 Year 3 Years 5 Years 10 Years $20 $69 $122 $278 Government Money Marker Funds 1 6 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. Principal Investment Risks You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of Wells Fargo Bank, N.A. or its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. The Fund is primarily subject to the risks briefly summarized below. Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money. Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund’s manager or sub-adviser in seeking to achieve the Fund’s investment objective may not produce expected returns, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives. Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Money Market Fund Risk. The Fund’s yield will change based on changes in interest rates and other market conditions. Because the Fund invests in short-term instruments, the Fund’s dividend yields are expected to be low when short-term market interest rates are low, and there is no guarantee that the Fund will not have a negative yield. Repurchase Agreement Risk. In the event that the counterparty to a repurchase agreement is unwilling or unable to fulfill its contractual obligations to repurchase the underlying security, a Fund may lose money, suffer delays, or incur costs arising from holding or selling the underlying security. U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. 7 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Performance The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. Past performance is no guarantee of future results. Current month-end performance is available on the Fund’s website at wfam.com. To obtain a current 7-day yield for the Fund call toll-free 1 -800-222-8222. Calendar Year Total Returns for Institutional Class as of 1 2/31 each year 2010 201 1 3% 2012 2013 2014 201 S 2016 201 7 2018 201 9 Highest Quarter: 2nd Quarter 2019 +0.56% 2.5% 2% 1.5% Lowest Quarter: 1 st Quarter 2015 +0.00% Year-to-date total return as of 3/31/2020 is 0.30% 1% 0.5% 0.01 0.01 0.010% -0.01 0.01 0.01 Average Annual Total Returns for the periods ended 1 2/31/2019 Inception Date of Share Class 1 Year 5 Year 1 O Year Institutional Class 8/1 1/1995 2.04% 0.92% 0.47% Government Money Market Funds 1 8 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3DI.857FBA51746B Fund Management Manager Wells Fargo Funds Management, LLC Sub-Adviser Wells Capital Management Incorporated Purchase and Sale of Fund Shares Institutional Class shares are generally available through intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and funds of funds, including those managed by Funds Management. In general, you can buy or sell shares of the Fund online or by mail, phone or wire, on any day the New York Stock Exchange ("NYSE") is open for regular trading. You also may buy and sell shares through a financial professional. Minimum Investments To Buy or Sell Shares Minimum Initial Investment Institutional Class: $10 million (certain eligible investors may not be subject to a minimum initial investment) Mail: Wells Fargo Funds P.O. Box 219967 Kansas City, MO @1121-9967 Online: wfam.com Phone or Wire: 1-800-222-8222Minimum Additional Investment Institutional Class: None Contact your investment representative. Tax Information Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401 (k) or other tax-advantaged investment plan. However, subsequent withdrawals from such a tax-advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation. Payments to Intermediaries If you purchase a Fund through an intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary’s website for more information. 9 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B 1 OO% Treasury Money Market Fund Summary Investment Objective The Fund seeks current income exempt from most state and local individual income taxes, while preserving capital and liquidity. Fees and Expenses These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum sales charge (load) imposed on purchases (as a percentage of offering price) Maximum deferred sales charge (load) (as a percentage of offering price) None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investmenty Management Fees 0.14% Distribution (1 2b-1) Fees 0.00% Other Expenses 0.09% O,2396 (0.03)% O,200/o Total Annual Fund Operating Expenses Fee Waivers Total Annual Fund Operating Expenses After Fee Waivers2 1. Expenses have been adjusted as necessary from amounts incurred during the Fund's most recent fiscal year to reflect current fees and expenses. 2. The Manager has contractually committed through May 31, 2021, to waive fees and/or reimburse expenses to the extent necessary to cap Total Annual Fund Operating Expenses After Fee Waivers at 0.20% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense cap. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. Example of Expenses The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: After: 1 Year 3 Years 5 Years 10 Years $20 571 $126 $290 Government Money Market Funds 1 10 DocuSign Envelope ID: 0C6F43FB-297C=16AC-A3Dl-857FBA51746B Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Treasury obligations. Our security selection is based on several factors, including yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. Principal Investment Risks You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $ 1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of Wells Fargo Bank, N.A. or its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at anytime. TIle Fund is primarily subject to the risks briefly summarized below. Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money. Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund’s investment objective may not produce expected returns, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives. Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Money Market Fund Risk. The Fund’s yield will change based on changes in interest rates and other market conditions. Because the Fund invests in short-term instruments, the Fund’s dividend yields are expected to be low when short-term market interest rates are low, and there is no guarantee that the Fund will not have a negative yield. U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. 11 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Performance The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. Past performance is no guarantee of future results. Current month-end performance is available on the Fund’s website at wfam.com. To obtain a current 7-day yield for the Fund call toll-free 1 -800-222-8222. Calendar Year Total Returns for Institutional Class as of 1 2/31 each year1 201 O 201 1 3% 201 2 2013 2014 201 S 2016 201 7 2018 2019 Highest Quarter: 2nd Quarter 2019 +0.56% 2.5%Lowest Quarter: 1 st Quarter 2015 +0.00% 2% 1.5% Year-to-date total return as of 3/31/2020 is 0.31 % 1% 0.5% 0% Average Annual Total Returns for the periods ended 12/31/20191 Inception Date of Share Class 5 Year IO Year1 Year Institutional Class 10/31 /2014 2.02% 0.90% 0.45% 1. Historical performance shown for Institutional Class shares prior to their inception reflects the performance of Administrator Class shares, and includes the higher expenses applicable to Administrator Class shares. If these expenses had not been included, returns for Institutional Class shares would be higher. Government Money Market Funds 1 12 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3D1457FBA51746B Fund Management Manager Sub-Adviser Wells Fargo Funds Management, LLC Wells Capital Management Incorporated Purchase and Sale of Fund Shares Institutional Class shares are generally available through intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and funds of funds, including those managed by Funds Management. In general, you can buy or sell shares of the Fund online or by mail, phone or wire, on any day the New York Stock Exchange ("NYSE") is open for regular trading. You also may buy and sell shares through a financial professional. Minimum Investments To Buy or Sell Shares Minimum Initial Investment Institutional Class: $10 million (certain eligible investors may not be subject to a minimum initial investment) Mail: Wells Fargo Funds P.O. Box 219967 Kansas City, MO M121-9967 Online: wfam.com Phone or Wire: 1 -800-222-8222Minimum Additional Investment Institutional Class: None Contact your investment representative. Tax Information Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401 (k) or other tax-advantaged investment plan. However, subsequent withdrawals from such a tax-advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation. Payments to Intermediaries If you purchase a Fund through an intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information. 13 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B About Wells Fargo Government Money Market Funds All Wells Fargo Government Money Market Funds seek to provide current income, while preserving capital and liquidity by investing in a portfolio of money market instruments. A Fund may have additional investment objectives or restrIctIons. Money market instruments are high quality, short-term investments that present minimal credit risk and may include securities such as U.S. Government obligations, bank obligations, corporate bonds, commercial paper, municipal securities, asset- and mortgage-backed securities, and repurchase agreements. All Wells Fargo Government Money Market Funds are managed to meet the requirements of Rule 2a-7 under the Investment Company Act of 1 940, as amended ("1940 Act"), which provides that: • Each Fund will seek to maintain a net asset value of $1.00 per share. • Each Fund will only buy securities that have remaining maturities of 397 days or less as determined under Rule 2a-7. • The dollar-weighted average maturity of each Fund will be 60 days or less. • The dollar-weighted average life of each Fund will be 120 days or less. • Each Fund will invest only in U.S. dollar-denominated securities. • Each Fund will value its assets based on the total market value of all the securities it holds using the amortized cost method. In order to obtain a rating from a rating organization, some Funds may observe additional investment restrictions. Government Money Market Funds 1 14 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Details About the Funds Government Money Market Fund Investment Objective The Fund seeks current income, while preserving capital and liquidity. The Fund’s Board of Trustees can change this investment objective without a shareholder vote. Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Government obligations and repurchase agreements collateralized by U.S. Government obligations. These investments may have fixed, floating, or variable rates of interest. Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. The Fund may temporarily hold a greater portion of assets in uninvested cash for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interest of shareholders to do so. During these periods, the Fund may not achieve its objective. The Fund is primarily subject to the risks mentioned below (in alphabetical order). • Credit Risk • Interest Rate Risk • Management Risk • Market Risk • Money Market Fund Risk • Repurchase Agreement Risk • U.S. Government Obligations Risk These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund’s net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section. 15 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Treasury Plus Money Market Fund Investment Objective The Fund seeks current income, while preserving capital and liquidity. The Fund’s Board of Trustees can change this investment objective without a shareholder vote. Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. The Fund may temporarily hold a greater portion of assets in uninvested cash for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interest of shareholders to do so. During these periods, the Fund may not achieve its objective. The Fund is primarily subject to the risks mentioned below (in alphabetical order). • Credit Risk • Interest Rate Risk • Management Risk • Market Risk • Money Market Fund Risk • Repurchase Agreement Risk • U.S. Government Obligations Risk These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section. Government Money Market Funds 1 16 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B 100% Treasury Money Market Fund Investment Objective The Fund seeks current income exempt from most state and local individual income taxes, while preserving capital and liquidity. The Fund’s Board of Trustees can change this investment objective without a shareholder vote. Principal Investment Strategies Under normal circumstances, we invest: • exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments that consist of U.S. Treasury obligations. Our security selection is based on several factors, including yield and maturity, while taking into account the Fund’s overall level of liquidity and weighted average maturity. We will only purchase securities that we have determined present minimal credit risk. The Fund may temporarily hold a greater portion of assets in uninvested cash for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interest of shareholders to do so. During these periods, the Fund may not achieve its objective. The Fund is primarily subject to the risks mentioned below (in alphabetical order). • Credit Risk • Interest Rate Risk • Management Risk • Market Risk • Money Market Fund Risk • U.S. Government Obligations Risk These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund’s net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section. 17 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C=16AC-A3Dl-857FBA51746B Description of Principal Investment Risks Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The risks that are most likely to have a material effect on a particular Fund as a whole are called "principal risks."The principal risks for each Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information. Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due. In these instances, the value of an investment could decline and the Fund could lose money. Credit risk increases as an issuer’s credit quality declines. Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. The longer the terms of the debt securities held by a Fund, the more the Fund is subject to this risk. If interest rates decline, interest that the Fund is able to earn on its investments in debt securities may also decline, which could cause the Fund to reduce the dividends it pays to shareholders, but the value of those securities may increase. Some debt securities give the issuers the option to call, redeem or prepay the securities before their maturity dates. If an issuer calls, redeems or prepays a debt security during a time of declining interest rates, the Fund might have to reinvest the proceeds in a security offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Changes in market conditions and government policies may lead to periods of heightened volatility in the debt securities market, reduced liquidity for certain Fund investments and an increase in Fund redemptions. Certain countries have recently experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable. Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund’s manager or sub-adviser in seeking to achieve the Fund’s investment objective may not produce the returns expected, may cause the Fund's shares to lose value or may cause the Fund to underperform other funds with similar investment objectives. Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on a Fund and its investments. In addition, economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Money Market Fund Risk. The Fund’s yield will change based on changes in interest rates and other market conditions. Because the Fund invests in short-term instruments, the Fund’s dividend yields are expected to be low when short-term market interest rates are low, and there is no guarantee that the Fund will not have a negative yield. RepuKhase Agreement Risk. In the event that the counterparty to a repurchase agreement is unwilling or unable to fulfill its contractual obligations to repurchase the underlying security, a Fund may lose money, suffer delays, or incur costs arising from holding or selling the underlying security. U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. If a government-sponsored entity is unable to meet its obligations or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by the entity will be adversely impacted. Government Money Market Funds 1 18 DocuSign Envelope ID: 0C6F43FB-297C=16AC-A3Dl-857FBA51746B Portfolio Holdings Information A description of the Wells Fargo Funds’ policies and procedures with respect to disclosure of the Wells Fargo Funds’ portfolio holdings is available in the Fund’s Statement of Additional Information. Pricing Fund Shares A Fund’s NAV is the value of a single share. The NAV is calculated each business day at the times reflected below, although a Fund may deviate from these calculation times under unusual or unexpected circumstances. The NAV is calculated separately for each class of shares of a multiple-class Fund. The last NAV calculated on the most recent business day is available at wfam.com. To calculate the NAV of a Fund’s shares, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. We calculate the NAV at the following times each business day: Government Money Market Fund Treasury Plus Money Market Fund 1 00% Treasury Money Market Fund 9:00a.m, 10:0(Ja.m., 1 1 :00a.m„ 12:00p.m., 1 :00p.m„ 2:00p.m„ 3:00p.m„ 4:00p.m. and 5:00p.m. (ET) 9:00a.m., 10:00a.m., 1 l:00a.m„ 12:00p.m.. 1 :00p.m. and 4:00p.m. (ET) Generally, NAV is not calculated, and purchase and redemption requests are not processed, on days that the New York Stock Exchange ("NYSE") is closed for trading; however, a Fund may elect to remain open even on days that the NYSE is closed if the Securities Industry and Financial Markets Association (“SIFM/V') recommends that the bond markets remain open. If the markets close early or if SIFMA recommends that the markets close early, a Fund may close early and may calculate its NAV at earlier times under these circumstances. The price at which a purchase or redemption request for Fund shares is processed is based on the next NAV calculated after the request is received in good order. In the case of an exchange order, the exchange order is deemed to be a request for the redemption of shares of one Fund and for the purchase of shares of another Fund, and will be processed at the next time that both Funds calculate their NAVs at the same time. Information on the timing of dividend accrual and settlement in connection with a purchase or redemption of shares can be found in the section of this Prospectus entitled “Buying and Selling Fund Shares." A Fund's assets are valued using the amortized cost method, in accordance with Rule 2a-7 under the Investment Company Act of 1 940, as amended (the’'1940 Act"). Portfolio securities are valued at their acquisition cost, adjusted for discounts or premiums reflected in their purchase price regardless of the impact of fluctuating interest rates on the market value of the instrument. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share, although the value of the Fund’s shares based on the mark-to-market valuation method may be more or less than $ 1.00 per share. The Board of Trustees has established procedures designed to monitor a Fund’s price per share. The Manager monitors the value of the Fund’s shares based on the mark-to-market valuation method and will promptly notify the Board when the Fund’s mark-to-market value deviates more than 0.25% from the Fund’s established NAV of $ 1.00 per share. In the event that the Board determines that a deviation exists that may result in material dilution or other unfair results to shareholders, the Fund will take such corrective action as it deems necessary, which may include, among other things, establishing a NAV of less than or more than $ 1.00 per share by using available market quotations or suspending the redemption of shares and liquidating the Fund under Rule 22e-3 under the 1 940 Act. See the Statement of Additional Information for additional details regarding the determination of NAVs. 19 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Management of the Funds The Manager Wells Fargo Funds Management, LLC (“Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, provides advisory and Fund-level administrative services to the Funds pursuant to an investment management agreement (the "Management Agreement"). Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified fInancial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides advisory services for registered mutual funds, closed-end funds and other funds and accounts. Funds Management is a part of Wells Fargo Asset Management, the trade name used by the asset management businesses of Wells Fargo & Company. Funds Management is responsible for implementing the investment objectives and strategies of the Funds. Funds Management’s investment professionals review and analyze the Fund’s performance, including relative to peer funds, and monitor the Fund’s compliance with their investment objectives and strategies. Funds Management is responsible for reporting to the Board on investment performance and other matters affecting the Funds. When appropriate, Funds Management recommends to the Board enhancements to Fund features, including changes to Fund investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about Fund performance and features. Funds Management is also responsible for providing Fund-level administrative services to the Funds, which include, among others, providing such services in connection with the Fund's operations; developing and implementing procedures for monitoring compliance with regulatory requirements and compliance with the Fund’s investment objectives, policies and restrictions; and providing any other Fund-level administrative services reasonably necessary for the operation of the Funds, other than those services that are provided by the Fund's transfer and dividend disbursing agent, custodian, and fund accountant. To assist Funds Management in implementing the investment objectives and strategies of the Funds, Funds Management may contract with one or more sub-advisers to provide day-to-day portfolio management services to the Funds. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of any sub-adviser and oversee and monitor the activities of any sub-adviser on an ongoing basis. Funds Management retains overall responsibility for the investment activities of the Funds. A discussion regarding the basis for the Board’s approval of the Management Agreement and any applicable sub-advisory agreements for each Fund is available in the Fund’s semi-annual report for the period ended July 31 st. For each Fund’s most recent fiscal year end, the management fee paid to Funds Management pursuant to the Management Agreement, net of any applicable waivers and reimbursement$ was as follows: Management Fees Paid As a % of average daily net assets Government Money Market Fund Treasury Plus Money Market Fund 100% Treasury Money Market Fund 0.13% 0.14% 0.16% Government Money Market Funds 1 20 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B The Sub-Adviser The following sub-adviser provides day-to-day portfolio management services to the Funds. These services include making purchases and sales of securities and other investment assets for the Funds, selecting broker-dealers, negotiating brokerage commission rates and maintaining portfolio transaction records. The sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as adviser to the Funds. Wells Capital Management Incorporated ("Wells Capital Management") is a registered investment adviser located at 525 Market Street, San Francisco, CA 94105. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients, including mutual funds. Wells Capital Management is a part of Wells Fargo Asset Management, the trade name used by the asset management businesses of Wells Fargo & Company. Multi-Manager Arrangement The Funds and Funds Management have obtained an exemptive order from the SEC that permits Funds Management, subject to Board approval, to select certain sub-advisers and enter into or amend sub-advisory agreements with them, without obtaining shareholder approval. The SEC order extends to sub-advisers that are not otherwise affiliated with Funds Management or the Funds, as well as sub-advisers that are wholly-owned subsidiaries of Funds Management or of a company that wholly owns Funds Management. In addition, the SEC staff, pursuant to no-action relief, has extended multi-manager relief to any affiliated sub-adviser, such as affiliated sub-advisers that are not wholly-owned subsidiaries of Funds Management or of a company that wholly owns Funds Management, provided certain conditions are satisfied (all such sub-advisers covered by the order or relief, “Multi-Manager Sub-Advisers"). As such, Funds Management, with Board approval, may hire or replace Multi-Manager Sub-Advisers for each Fund that is eligible to rely on the order or relief. Funds Management, subject to Board oversight, has the responsibility to oversee Multi-Manager Sub-Advisers and to recommend their hiring, termination and replacement. If a new sub-adviser is hired for a Fund pursuant to the order or relief, the Fund is required to notify shareholders within 90 days. The Funds are not required to disclose the individual fees that Funds Management pays to a Multi-Manager Sub-Adviser. 21 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Account Information Share Class Eligibility Institutional Class shares are generally available through intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefIt and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. Unless otherwise noted below, the following investors may purchase Institutional Class shares without investing a minimum initial investment amount: • Employee benefit plan programs; • Broker-dealer managed account or wrap programs that charge an asset-based fee; • Registered investment adviser mutual fund wrap programs or other accounts that are charged a fee for advisory, investment, consulting or similar services; • Private bank and trust company managed account or wrap programs that charge an asset-based fee; • Internal Revenue Code Section 529 college savings plan accounts; • Fund of Funds including those advised by Funds Management; • Affiliated Funds using the Fund to invest cash; • Private Bank and Trust Departments of Wells Fargo & Company purchasing shares on behalf of their clients; • Money market trading platforms; • Any other institutions or customers of intermediaries who invest a minimum initial investment amount of $10 million in a Fund; • Individual investors who invest a minimum initial investment amount of $10 million directly with a Fund; and • Certain investors and related accounts as detailed in the Fund's Statement of Additional Information. Any of the minimum initial investment amount waivers listed above may be modified or discontinued at any time. Your Fund may offer other classes of shares in addition to those offered through this Prospectus. You may be eligible to invest in one or more of these other classes of shares. Each share class bears varying expenses and may differ in other features. Consult your financial professional for more information regarding a Fund’s available share classes. The information in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to any law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country. Compensation to Financial Professionals and Intermediaries In addition to dealer reallowances and payments made by certain classes of each Fund for distribution and shareholder servicing, the Fund’s manager, the distributor or their affiliates make additional payments (“Additional Payments") to certain financial professionals and intermediaries for selling shares and providing shareholder services, which include broker-dealers and 401 (k) service providers and record keepers. These Additional Payments, which may be significant, are paid by the Fund's manager, the distributor or their affiliates, out of their revenues, which generally come directly or indirectly from Fund fees. In return for these Additional Payments, each Fund’s manager and distributor expect the Fund to receive certain marketing or servicing considerations that are not generally available to mutual funds whose sponsors do not make such payments. Such considerations are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the intermediary’s clients (sometimes referred to as “Shelf Space"); access to the intermediary’s financial professionals; and/or the ability to assist in training and educating the intermediary’s financial professionals. The Additional Payments may create potential conflicts of interest between an investor and a financial professional or intermediary who is recommending or making available a particular mutual fund over other mutual funds. Before investing, you should consult with your financial professional and review carefully any disclosure by the intermediary as to what compensation the intermediary receives from mutual fund sponsors, as well as how your financial professional is compensated. Government Money Marker Funds 1 22 DocuSign Envelope ID: 0C6F43FB-297C216AC-A3Dl-857FBA51746B The Additional Payments are typically paid in fixed dollar amounts, based on the number of customer accounts maintained by an intermediary, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both and differ among intermediaries. In a given year, Additional Payments to an intermediary that is compensated based on its customers’ assets typically range between 0.02% and 0.25% of assets invested in a Fund by the intermediary’s customers. Additional Payments to an intermediary that is compensated based on a percentage of sales typically range between 0.10% and 0.25% of the gross sales of a Fund attributable to the financial intermediary. More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Statement of Additional Information, which is on file with the SEC and is also available on the Wells Fargo Funds website at wfam.com. Buying and Selling Fund Shares For more information regarding buying and selling Fund shares, please visit wfam.com. You may buy (purchase) and sell (redeem) Fund shares as follows: Opening an Account Adding to an Account or Selling Fund Shares Through Your Financial Professional Contact your financial professional.Contact your financial professional. Transactions will be subject to the terms of your account with your intermediary. Transactions will be subject to the terms of your account with your intermediary. Through Your Retirement Plan Contact your retirement plan administrator. Contact your retirement plan administrator. Transactions will be subject to the terms of your retirement plan account. Transactions will be subject to the terms of your retirement plan account. Online New accounts cannot be opened online. Contact your financial professional or retirement plan administrator, or refer to the section on opening an account by mail. Visit wfam.com. Online transactions are limited to a maximum of $ 100,000. You may be eligible for an exception to this maximum. Please call Investor Services at 1-800-222-8222 for more information. By Telephone Can Investor Services at 1 -800-222-8222. Call Investor Services at 1-800-222-8222. Available only if you have another Wells Fargo Fund account with your bank information on file. Redemption requests may not be made by phone if the address on your account was changed in the last 1 5 days. In this event, you must request your redemption by mail. For joint accounts, telephone requests generally require only one of the account owners to call unless you have instructed us otherwise. By Mail Complete an account application and submit it according to the instructions on the application. Account applications are available online at wfam.com or by calling Investor Services at 1 -800-222-8222. Send the items required under "Requests in Good Order" below to: Reqular Mail Wells Fargo Funds P.O. Box 219967 Kansas City. MO 64121-9967 Overniqht Only Wells Fargo Funds 430 W 7th Street STE 219967 Kansas City, MO 64105-1407 Requests in “Good Order': All purchase and redemption requests must be received in “good order."This means that a request generally must include: • The Fund name(s), share class(es) and account number(s); • The amount (in dollars or shares) and type (purchase or redemption) of the request; • if by mail, the signature of each registered owner as it appears in the account application; • For purchase requests, payment of the full amount of the purchase request (see “Payment" below); and • Any supporting legal documentation that may be required. 23 1 Government Money Market Funds DocuStgn Envelope ID: 0C6F43FB-297C'+6AC-A3Dl-857FBA51746B Purchase and redemption requests in good order will be processed at the next NAV calculated after the Fund’s transfer agent or an authorized intermediary1 receives your request. If your request is not received in good order, additional documentation may be required to process your transaction. We reserve the right to waive any of the above requirements. 1. The Fund's shares may be purchased through an intermediary that has entered into a dealer agreement with the Fund's distributor. The Fund has approved the acceptance of a purchase or redemption request effective as of the time of its receipt by such an authorized intermediary or its designee, as long as the request is received by one of those entities prior to the Fund's closing time. These intermediaries may charge transaction fees. We reserve the right to adjust the closing time in certain circumstances. Payment. Payment for Fund shares may be made as follows: By Wire Purchases into a new or existing account may be funded by using the following wire Instructions: State Street Bank & Trust Boston. MA Bank Routing Number: ABA 013000028 Wire Purchase Account: 9905-437-1 Attention: Wells Fargo Funds (Name of Fund, Account Number and any applicable share class) Account Name: Provide your name as registered on the Fund account or as included in your account application. By Check By Exchange Make checks payable to Wells Fargo Funds. Identify an identically registered Wells Fargo Fund account from which you wish to exchange (see "Exchanging Fund Shares" below for restrictions on exchanges). By Electronic Funds Transfer ("EFT") Additional purchases for existing accounts may be funded by EFT using your linked bank account. All payments must be in U.S. dollars, and all checks and EFTs must be drawn on U.S. banks. You will be charged a $25.00 fee for every check or EFT that is returned to us as unpaid. Form of Redemption Proceeds. You may request that your redemption proceeds be sent to you by check, by EFT into a linked bank account, or by wire to a linked bank account. Please call Investor Services at 1-800-222-8222 regarding the requirements for linking bank accounts or for wiring funds. Under normal circumstances, we expect to meet redemption requests either by using uninvested cash or cash equivalents or by using the proceeds from the sale of portfolio securities, at the discretion of the portfolio manager(s). The Wells Fargo Funds may also borrow through a bank line of credit for the purpose of meeting redemption requests, although we do not expect to draw funds from this source on a regular basis. In lieu of making cash payments, we reserve the right to determine in our sole discretion, including under stressed market conditions, whether to satisfy redemption requests by making payments in securities. In such cases, we may meet all or part of a redemption request by making payment in securities equal in value to the amount of the redemption payable to you as permitted under the 1940 Act, and the rules thereunder, in which case the redeeming shareholder should expect to incur transaction costs upon the disposition of any securities received. Timing of Redemption Proceeds/Right to Delay Payment. For the 100% Treasury Money Market Fund, we can delay the payment of a redemption for up to seven days. We may delay the payment of a redemption for longer than seven days under extraordinary circumstances. For the Government Money Market Fund and Treasury Plus Money Market Fund, we can delay the payment of a redemption for longer than one day if there is a non-routine closure of the Fedwire or Federal Reserve Bank or under extraordinary circumstances. We normally send out checks within one business day after we accept your request to redeem. We reserve the right to delay payment for up to seven days. If you wish to redeem shares purchased by check, by EFT or through the Automatic Investment Plan within seven days of purchase, you may be asked to resubmit your redemption request if your payment has not yet cleared. Redemption payments may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Under the extraordinary circumstances discussed under Section 22(e) under the Investment Company Act of 1 940, as amended, we may suspend the right of redemption or postpone the date of payment of a redemption for longer than one day for Government Money Market Fund and Treasury Plus Money Market Fund, and for longer than seven days for the 1 00% Treasury Money Market Fund. Generally, those extraordinary circumstances are when: (i) the New York Stock Exchange is closed or trading thereon is restricted; (ii) an emergency exists which makes the disposal by a Fund of securities it owns, or the fair determination of the value of the Fund's net assets not reasonable practical; or (iii) the SEC, by order, permits the suspension of the right of redemption for the protection of shareholders. Government Money Market Funds 1 24 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Payment of Dividends. Requests for redemption proceeds by check or Electronic Funds Transfer that are received in good order will be sent out by the next business day after receipt and will earn a dividend until the day such proceeds are sent Redemption Orders. Wire redemptions will be processed and earn dividends as listed in the table below. If a Request is Received in Good Order:Proceeds Wired Dividends 100% Treasury Money MarketFund • By 1 :00 p.m. (ET) Same Business Day Not earned on day of request • After 1 :00 p.m. (ET) Government Money Market Fund Treasury Plus Money Market Fund Next Business Day Earned on day of request By 5:00 p.m. (ET)Same Business Day Not earned on day of request • After 5:00 p.m. (ET)Next Business Day Earned on day of request Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supercede the directions in this Prospectus. Exchanging Fund Shares Exchanges between two funds involve two transactions: (1 ) the redemption of shares of one fund; and (2) the purchase of shares of another. In general, the same rules and procedures described under“Buying and Selling Fund Shares"apply to exchanges. There are, however, additional policies and considerations you should keep in mind while making or considering an exchange: • in general, exchanges may be made between like share classes of any fund in the Wells Fargo Funds complex offered to the general public for investment (i.e., a fund not closed to new accounts), with the following exceptions: (1 ) Class A shares of non-money market funds may also be exchanged for Service Class shares of any retail or government money market fund; (2) Service Class shares may be exchanged for Class A shares of any non-money market fund; and (3) no exchanges are allowed into institutional money market funds. • if you make an exchange between Class A shares of a money market fund or Class A2 or Class A shares of a non-money market fund, you will buy the shares at the public offering price of the new fund, unless you are otherwise eligible to buy shares at NAV. • Same-fund exchanges between share classes are permitted subject to the following conditions: (1 ) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange; (2) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; and (3) for non-money market funds, in order to exchange into Class A shares, the shareholder must be able to qualify to purchase Class A shares at NAV based on current Prospectus guidelines. • An exchange request will be processed on the same business day, provided that both funds are open at the time the request is received. If one or both funds are closed, the exchange will be processed on the following business day. • You should carefully read the Prospectus for the Fund into which you wish to exchange. • Every exchange involves redeeming fund shares, which may produce a capital gain or loss for tax purposes. • if you are making an initial investment into a fund through an exchange, you must exchange at least the minimum initial investment amount for the new fund, unless your balance has fallen below that amount due to investment performance. • if you are making an additional investment into a fund that you already own through an exchange, you must exchange at least the minimum subsequent investment amount for the fund you are exchanging into. • Class C share exchanges will not trigger a CDSC. The new shares received in the exchange will continue to age according to the original shares’ CDSC schedule and will be charged the CDSC applicable to the original shares upon redemption. Generally, we will notify you at least 60 days in advance of any changes in the above exchange policies. 25 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-t6AC-A3Dl-857FBA51746B Frequent Purchases and Redemptions of Fund Shares Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders by increasing expenses or lowering returns. However, money market funds, which are typically utilized by investors for cash management purposes and invest in highly liquid securities, are not as susceptible to these negative effects as non-money market Funds. Although the policies adopted by the Funds do not prohibit frequent trading between money market Funds, Funds Management will seek to prevent an investor from utilizing a money market Fund to facilitate frequent purchases and redemptions of shares in non-money market Funds. If Funds Management determines that an investor has engaged in timing activities in contravention of the Funds’ policies (as described in the prospectus for the non-money market Fund), Funds Management will prevent such investor from investing in the non-money market Fund for a period of 30 calendar days In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations. Account Policies Advance Notice of Large Transactions We strongly urge you to begin all purchases and redemptions as early in the day as possible and to notify us at least one day in advance of transactions in excess of $50,000,000. This will allow us to manage your Fund most effectively. When you give us this advance notice, you must provide us with your name and account number. Householding. To help keep Fund expenses low, a single copy of a Prospectus or shareholder report may be sent to shareholders of the same household. If your household currently receives a single copy of a Prospectus or shareholder report and you would prefer to receive multiple copies, please call Investor Services at 1-800-222-8222 or contact your financial professional. Retirement Accounts. We offer a variety of retirement account types for individuals and small businesses. There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information about the retirement accounts listed below, including any distribution requirements, call Investor Services at 1-800-222-8222. For retirement accounts held directly with a Fund, certain fees may apply including an annual account maintenance fee. The retirement accounts available for individuals and small businesses are: • Individual Retirement Accounts, including Traditional IRAs and Roth IRAs. • Small business retirement accounts, including Simple IRAs and SEP IRAs. Small Account Redemptions. We reserve the right to redeem accounts that have values that fall below a Fund’s minimum initial investment amount due to shareholder redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account value above the Fund’s minimum initial investment amount. Please call Investor Services at 1-800-222-8222 or contact your financial professional for further details. Transaction Authorizations. We may accept telephone, electronic, and clearing agency transaction instructions from anyone who represents that he or she is a shareholder and provides reasonable confirmation of his or her identity. Neither we nor Wells Fargo Funds will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions through our website, we may assign personal identification numbers (PINs) and you will need to create a login ID and password for account access. To safeguard your account, please keep these credentials confidential. Contact us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained unauthorized access to your online access credentials. Identjty Verification. We are required by law to obtain from you certain personal information that will be used to verify your identity. If you do not provide the information, we will not be able to open your account. In the rare event that we are unable to verify your identity as required by law, we reserve the right to redeem your account at the current NAV of the Fund's shares. You will be responsible for any losses, taxes, expenses, fees, or other results of such a redemption. Government Money Market Funds 1 26 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B Right to Freeze Accounts, Suspend Account Services or Reject or Terminate an Investment. We reserve the right, to the extent permitted by law and/or regulations, to freeze any account or suspend account services when we have received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when we believe a fraudulent transaction may occur or has occurred. Additionally, we reserve the right to reject any purchase or exchange request and to terminate a shareholder's investment, including closing the shareholder’s account. Distributions The Funds declare distributions of net investment income, if any, daily, and make such distributions, if any, monthly. The Funds generally make distributions of realized net capital gains, if any, annually. Your distributions will be automatically reinvested in additional shares, unless you or your Institution directs otherwise. Your other options are to receive checks for these payments, have them automatically invested in the same class of another Wells Fargo Fund, or have them deposited into your bank account. With the check payment option, if checks remain uncashed for six months or are undeliverable by the Post Office, we will reinvest the distributions at the earliest date possible, and future distributions will be automatically reinvested. To change the current option for payment of distributions, please contact your Institution Earning Distributions. Assuming the purchase amount is received by the Funds’ custodian no later than the close of the Fedwire, which is normally 6:00 p.m. (ET), dividends will accrue as follows: If a Request is Received in Good Order:Dividends Begin to Accrue 100% Treasury Money Market Fund • By 1 :00 p.m. (ET) Same Business Day • After 1 :00 p.m. (ET) Government Money Market Fund Treasury Plus Money Market Fund Next Business Day • By 5:00 p.m. (ET)Same Business Day • After 5:00 p.m. (ET)Next Business Day 27 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Other Information Taxes The following discussion regarding income taxes is based on laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal and state income tax considerations affecting the Funds and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account, such as a 401 (k) Plan or IRA. This discussion is not intended as a substitute for careful tax planning. You should consult your tax adviser about your specific tax situation. Please see the Statement of Additional Information for additional income tax information. We will pass on to a Fund’s shareholders substantially all of the Fund's net investment income and realized net capital gains, if any. Distributions of ordinary income attributable to all sources, if any, generally will be taxable to you as ordinary income. Distributions of net investment income from the 100% Treasury Money Market Fund generally will be exempt in most jurisdictions from state and local individual income taxes, but may not be exempt from state and local corporate income and/or franchise taxes. Although the Funds do not expect to realize any capital gain, distributions of a Fund’s net short-term capital gain, if any, generally will be taxable to you as ordinary income and distributions from a Fund's net long-term capital gain, if any, generally will be taxable to you as long-term capital gain. Corporate shareholders should not expect to deduct a portion of their distributions when determining their taxable income. In general, distributions also will not qualify for reductions in federal income taxation of dividends payable to individuals from certain domestic and foreign corporations. To the extent a distribution from a Fund is taxable, such distributions will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will notify you of the federal income tax status of your distributions for the year. Individual taxpayers are subject to tax on ordinary income at a maximum rate of 37% and the maximum tax rate on long-term capital gains and qualified dividends is 20%. For U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax applies on "net investment income," including interest, dividends, and capital gains. Corporations are subject to tax on all income and gains at a tax rate of 21 %. In certain circumstances, Fund shareholders may be subject to back-up withholding taxes. As long as a Fund continually maintains a $1.00 NAV, you ordinarily will not recognize a taxable gain or loss on the redemption or exchange of your Fund shares. Government Money Market Funds 1 28 DocuSign Envelope ID: 0C6F43FB-297C46AC.A3D1457FBA51746B Financial Highlights The following tables are intended to help you understand a Fund’s financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Fund's financial statements which have been audited by KPMG LLB the Funds’ independent registered public accounting firm, whose report, along with each Fund’s financial statements, is also included in each Fund’s annual report, a copy of which is available upon request. Government Money Market Fund For a share outstanding throughout each period Institutional Class Year ended January 31 2020 2019 2018 2017 2016 Net asset value, beginning of period Net investment income Net realized gains on investments Total from investment operations Distributions to shareholders from Net investment income Net realized gains Total distributions to shareholders Net asset value, end of period Total return Ratios to average net assets (annualized) Gross expenses Net expenses Net investment income Supplemental data Net assets, end of period (0005 omitted) $1.00 S 0.02 0.001 0.02 1.00 $ 0.02 O.OOI 0.02 1.00 S 0.01 0.001 0.01 1.00 S 0.001 0.001 0.001 1.00 0.00 0.00 0.00 (0.02) (0.00)1 (0.02) 1.00 S 1.99c70 (0.02) (0.00) 1 (0.02) 1.oo S 1.79c70 (0.01 ) (0.00)1 (0.01 ) 1.00 S 0.79c70 (0.00)1 0.00 (0.00)1 1.00 S 0.24c70 (0.00) 1 0.00 (0.00) 1 1.00 0.02c70 $ 0.22(Yo 0.2096 1.97% 0.22% 0.2096 1.79c70 0.22cYo 0.20cyo 0.799/o 0.22cYo 0.17cyo 0.25c70 0.22% 0.12% 0.02c70 $ 29,028,517 $ 26,000,569 $ 21,931,321 $ 23,242,417 $14,212,988 1. Amount is less than $0.005. 29 1 Government Money Market Funds DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3Dl-857FBA51746B Treasury Plus Money Market Fund For a share outstanding throughout each period Institutional Class Year ended January 31 2020 2019 20172018 2036 Net asset value, beginning of period Net investment income Net realized gains on investments Total from investment operations Distributions to shareholders from Net investment income Net realized gains Total distributions to shareholders Net asset value, end of period Total return Ratios to average net assets (annualized) Gross expenses Net expenses Net investment income Supplemental data Net assets, end of period (000s omitted) $1.oo S 0.02 0.001 0.02 1.00 $ 0.02 0.001 0.02 1.00 S 0.01 0.001 0.01 1.00 S 0.001 0.001 0.001 1.00 0.001 0.001 0.001 (0.02) (0.00)1 (0.02) 1.00 S 1.97c70 (0.02) (0.00)1 (0.02) 1.00 S 1.78c70 (0.01 ) (0.00)1 (0.01 ) 1.00 S 0.7996 (0.00) 1 0.00 (0.00) 1 1.00 S 0.20c70 (0.00)1 0.00 (0.00)1 1.00 0.02c70 $ 0.22c70 0.22c70 0.2396 0.23c70 O.23c70 0.20c70 0.2096 0.2096 0.20c70 O.IOc70 1.95(yo 1 llc>/a 0.81c70 0.20cyo O.02e70 $ 11,295,226 $ 12,466,864 S 13,085,244 $ 11.489,674 $ 12,617,153 1. Amount is less than $0.005. 100% Treasury Money Market Fund For a share outstanding throughout each period Institutional Class Year ended January 31 2017201920182020 2016 Net asset value, beginning of period Net investment income Net realized gains (losses) on investments Total from investment operations Distributions to shareholders from Net investment income Net realized gains Total distributions to shareholders Net asset value, end of period Total return Ratios to average net assets (annualized) Gross expenses Net expenses Net investment income Supplemental data Net assets, end of period (000s omitted) $1.oo S 0.02 0.001 0.02 1.oo S 0.02 (0.00)2 0.02 1.oo S 0.01 (0.00)2 0.01 1.oo S 0.001 0.001 0.001 1.00 0.001 (0.00)2 0.001 (0.02) (0.00)1 (0.02) 1.00 S 1.95c70 (0.02) (0.00) 1 (0.02) 1.oo S 1.77c70 (0.01 ) (0.00)1 (0.01 ) 1.00 S 0.7796 (0.00)1 (0.00)1 (0.00)1 1.oo S 0.17c70 (0.00) 1 (0.00) 1 (0.00) 1 1.00 0.01 c70 $ 0.24(yo 0.3 1 96 0.40c70 0.40(yo 0.409’6 0.20c70 0.20(yo 0.20cyo 0.20(yo 0.1 lc70 1.92(yo 1 .79c70 0.78cyo 0.18c70 0.0196 $ 7,564,485 S 7,296,690 S 4,700,731 $ 3,566,678 S 632,263 1. Amount is less than $0.005 2. Amount is more than $(0.005) Government Money Market Funds 1 30 DocuSign Envelope ID: 0C6F43FB-297Cz16AC-A3Dl-857FBA51746B Get this document online Sign up for electronic delivery. • Prospectuses • Annual reports • Semiannual reports wellsfargo.com/advantagedelivery FOR MORE INFORMATION By mail: Wells Fargo Funds P.O. Box 219967 Kansas City, MO 641 21-9967 More information on a Fund is available free upon request, including the following documents: Statement of Additional Information ("SAI") Supplements the disclosures made by this Prospectus. The SAI, which has been filed with the SEC. is incorporated by reference into this Prospectus and therefore is legally part of this Prospectus. Online: wfam.com From the SEC: Visit the SEC’s Public Reference Room in Washington, DC (phone 1-202-551-8090 for operational information for the SEC’s Public Reference Room) or the SEC's website at sec.gov. Annual/Semi-Annual Reports Provide financial and other important information, including a discussion of the market conditions and investment strategies that significantly affected Fund performance over the reporting period. To obtain information for a fee, write or email: SEC’s Public Reference Section 100 "F" Street, NE Washington, DC 20549-0102 publicinfo@sec.gov To obtain copies of the above documents or for more information about Wells Fargo Funds, contact us: By telephone: Individual Investors: 1-800-222-8222 Retail Investment Professionals: 1-888-877-9275 Institutional Investment Professionals: 1-800-260-5969 The Wells Fargo Funds are distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA, and an affiliate of Wells Fargo & Company. INVESTMENT PRODUCTS: NOT FDI C INSURED • NO BANK GUARANTEE • MAY LOSE VALUE a Printed on Recycled paper © 2020 Wells Fargo & Company. All rights reserved. 060MM12/P1204B ICA Reg. No. 8114)9253 DocuSign Envelope ID: 0C6F43FB-297Cz+6AC-A3Dl-857FBA51746B SECURITIES Fixed Income Sales & Trading Bank Safekeeping Fee Schedule Wells Fargo Securities customers have the option of selecting Wells Fargo Bank, N. A. (Bank) for safekeeping services Securities purchased at Wells Fargo Securites, LLC are delivered into a customers’ Wells Fargo Bank safekeeping account. The following fee schedule applies to safekeeping services provided by Wells Fargo Bank, N.A. Bank safekeeping Discounts and payment options Monthly Account Maintenance __.._ $50.00 All new accounts beneflt from waived fees for the frrst two months. Other discounting or exception pricing may apply.Monthly Security Holdings per CUSIP Asset and Mortgage-Backed Securities...,....................................$8.OO All Other Security Types _________________________________$2.oo Fees are generally charged on a monthly basis and you may select one of the following payment options: q F\ ( FiSecurity Pledges (Initiating, Substituting, and Releasing Securities) _________________________________________________.. .______$30.OO Custody or Safekeeping Account Debit Wires.........................................................................$30.00 WFBNA Account Analysis Charge Third Party Trade Clearing* Receiving or Delivering a Security ____.. $50.00 * Applies to transactions with a third party delivered to/from Wells Fargo Securities Physical Securities Registration/Clearance _.___.. $500.00 Wells Fargo SecuritIes reserves the right to change the fees on thrs schedule at any time upon thirty (30) days written notice to customers. A statement of fees charged will be included in customers’ brokerage account statement.Interest Charge on Debit Balances: Interest on outstanding amounts will be charged at the Applicable Rate in effect at the time a debit balance exists in your account. The Applicable Rate in effect will be available at https://www.wellsfargo.com/safekeeping or by contacting your Wells Fargo Securities sales representative. The fee schedule is effective 05/02/18. Minimum Annual Fee Wells Fargo Securities reserves the right to charge a minimum annual fee based upon the safekeeping account balance, account activity and services provided. For more information To determine whether this product is appropriate for you, please consult your investment policy or applicable investment guidelines. Your dedicated Wells Fargo Securities investment representative is available to answer other questions you may have. Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N. A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affIliated banks and thrifts. Investments: NOT FDIC Insured • May Lose Value • No Bank Guarantee Together we’ll go far © 2018 Wells Fargo Securities. All rights reserved. PDS-1093585 - 05/18 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B WELLS FARGO Fixed Income Sales & Trading Bank Safekeeping Services and Safeguards Wells Fargo Securities Fixed Income Sales customers may elect to hold their securities in a safekeeping account with Wells Fargo Bank, N.A. (Bank). This relationship offers the convenience of timely funds transfers, as well as consolidated brokerage account and safekeeping account reporting. Wells Fargo provides investment solutions Key features of bank safekeeping services include: • Same day funds transfer and availability with interest and dividend payments available on payment date for customers with a Wells Fargo Bank checking or sweep account • Convenient consolidation and record keeping for your entire portfolio of securities, delivered from all your brokers, in one safekeeping account Free, single sign-on online access to account activity, safekeeping positions and statements for both brokerage custody and bank safekeeping accounts through Wells Fargo’s Commercial ELectronic Office' (CEO) online business portal • Pledging • NotifIcation of maturing proceeds and interest payments • Competitive safekeeping fee structure, with automatic payment from your bank checking account Some product restrictions apply to Wells Fargo Bank, N.A. safekeeping, such as some foreign securities. Contact your WFS representative for further information. Segregation of assets The security positions held in bank safekeeping are physically segregated in third-party depositories under the Bank’s name and ownership and are separate from the security positions of Wells Fargo Securities and its customers’ brokerage accounts. Abiding by federal banking laws and the regulations of the Office of the Comptroller of Currency (OCC), Wells Fargo Bank’s customer accounts are segregated from and not considered part of Wells Fargo's assets. Thus, the account ownership of assets in bank safekeeping accounts remain vested in the customers, and are protected from claims of creditors of the Bank or any other Wells Fargo entity. Audit and regulatory overview Wells Fargo & Company is subject to an annual audit by KPMG Peat b4arwick (its external auditor) as well as the periodic review of the Federal Bank regulators and the Office of the Comptroller of the Currency (OCC). In addition, an annual internal audit is conducted by Wells Fargo Audit, Inc., a separate subsidiary of Wells Fargo & Company. The program is designed to evaluate compliance with the Bank's policies and procedures in the Trust Business Manual and laws and regulations to which the Bank is subject. The program also addresses the soundness and adequacy of accounting, operating and administrative controls related to processing of assets. Protection from errors, omissions or £raud Wells Fargo Bank, N.A„ is covered by a Professional Liability Insurance policy and a Financial Institution Bond fidelity insurance policy. For more information To determine whether this product is appropriate for you, please consult your investment policy or applicable investment guidelines. Your dedicated Wells Fargo Securities investment representative is available to answer other questions you may have. Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts. Investments: NOT FDIC Insured May Lose Value No Bank Guarantee Together we’ll go far fJ:#i;T fW© 2019 Wells Fargo Securities. All rights reserved. PDS-1631692 ' 10/19 DocuSign Envelope ID: 0C6F43FB-297C46AC-A3Dl-857FBA51746B Exhibit F INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if sonoted •Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. •Liability policies shall be endorsed to provide the following: • Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Contract # 7435 DocuSign Envelope ID: 0C6F43FB.297C46AC-A3D1457FBA51746B SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Automobile Liability Insurance:[X] Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and nonowned autos. [X]Workers’ Compensation Insurance - Intentionally Omitted. []Owner's and Contractor's Protective Liability Insurance Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C-+6AC-A3D1457FBA51746B The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required . []Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. []Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. Contract # 7435 DocuSign Envelope ID: OC6F43FB-297C46AC-A3D1457FBA51746B []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications . Contract # 7435 DocuSign Envelope ID: 0C6F43FB-297C-46AC-A3Dl-857FBA51746B Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session . FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. a V , , ,q - - - Wells Fargo Bank, N . A rD Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate d Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section> (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary, A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? E „”E „„, B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? [] Yes [X] No C,Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E Yes B No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Lx] I have no Conflict of Interest to disclose. MaHA$ b=1 /1 /2021 Signature of vendor doing business with the governmental entity Date Contract # 7435 b q •n a • g B •q•I I \V B F •