1. First Amendment — Anaheim City Council, May 24, 2022

Page 1 of 2 ends

FIRST AMENDMENT AGREEMENT TO

CONTRACT BETWEEN CITY OF ANAHEIM AND
WELLS FARGO BANK, N.A.

This FIRST AMENDMENT AGREEMENT TO THE CONTRACT (the “1st Amendment”), effective July 1, 2022, amends that certain Bank Agreement by and between City of Anaheim (“City”) and Wells Fargo Bank, N. A . (“Bank”), executed July 1, 2012 (the “Contract”).

WHEREAS the term of the Contract expires on June 30, 2022; and WHEREAS the parties desire to extend the Contract for five additional years beyond June 30, 2022.

AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and representations set forth below, and for other good and valuable consideration the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties agree as follows:

A. Amendment to the Contract
The parties hereby agree that the Contract shall be amended effective July 1, 2022, as follows:

1. Incorporation of Exhibits
Effective as of the date of this 1st Amendment, the Incorporation of Exhibits provision shall be deleted in its entirety and replaced with the following:
“a. Bank shall provide, and the City shall accept, the Services pursuant to the terms and conditions of the Treasury Management Agreements which includes:
i. This 1st Amendment;
ii. The Contract (excluding the Contract Appendix);
iii. The account agreement for the deposit accounts that the City maintains at Bank (the “ Deposit Agreement” and, together with the Treasury Management Services Agreement and Service Descriptions, the “ Account and Service Documentation”);
iv. The Pricing Schedule (which is attached as Exhibit A)”

2. Integrated Agreement
The entire Contract between City and Bank shall consist of this Amendment and the Contract, as amended by an extension letter to Contract dated as of December 27, 2017.

3. Term
Effective as of the date of this 1st Amendment, the Term provision set forth in the Contract is hereby deleted in its entirety and replaced with the following:

“The Agreement shall commence July 1, 2022 and continue until June 30, 2027, with the option for three (3) one-year extensions upon mutual consent of the parties; provided however that either party may terminate the Agreement upon giving thirty (30) days prior written notice of such termination to the other party.”

4. Compliance With Laws
Effective as of the date of this 1st Amendment, the Compliance with Laws provision shall be deleted in its entirety and replaced with the following:
“In performing their respective obligations under this 1st Amendment, the parties shall comply with all applicable laws and regulations , i ncluding but not limited to the provisions of Article 2 of Chapter 4 of Part I of Division 2 of Title 5 (commencing with Section 53630) of the Government Code of the State of California ("Banking Statute").”

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5. Audits
Effective as of the date of this 1st Amendment, the following shall be added to the end of the Audits provision:
“Notwithstanding anything to the contrary, the Bank will not allow audits or inspections of its data center, facilities, systems, networks or equipment for security and confidentiality reasons.

Wells Fargo can allow audits of relevant records with reasonable prior notice during normal business hours in accordance with Wells Fargo’s policies for the purpose of verifying the accuracy of amounts charged or compliance with contractual financial and record -keeping requirements.”

6. Assignment
Effective as of the date of this 1st Amendment, the following shall be added to the end of the Assignment provision:
“Notwithstanding anything to the contrary, the Bank may assign the contract without consent in connection with a merger, acquisition or corporate restructuring involving Wells Fargo.” B. Term of Amendment
This 1st Amendment shall become effective on the date first set forth above and shall remain in full force and effect until terminated in accordance with the terms of the Service Agreement.

C. General

1. Except as expressly amended by this 1st Amendment, the Contract shall continue to be in full force and effect and shall not be altered or in any way affected by the execution, delivery, or entry into effect of this 1st Amendment.

2. This 1st Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed for all purposes to be a part of this Amendment.

3. This 1st Amendment shall supersede any conflicting terms in the Contract, the Account and Service Documentation or any other agreement between the Bank and City relating to the extension.

IN WITNESS WHEREOF, the parties have caused this 1st Amendment to be executed and delivered by their respective, duly authorized representatives.

CITY OF ANAHEIM WELLS FARGO BANK, N.A.

By: By:

Name: Deborah A. Moreno

Name:

Its: Finance Director/City Treasurer

Its:

Deposit products are offered through Wells Fargo Bank, N.A., Member FDIC. Wells Fargo Bank, N.A. is a banking affiliate of We lls Fargo & Company.

City of Anaheim
Contract Renewal
February 25, 2022
Su
bmitted by:

Jon
R. Hansen
Relationship Manager
213-253-7235
[email protected]
A
ndy Leal
Treasury Management Sales Consultant
415-254-0197
[email protected]
2022 Wells Fargo & Company. All rights reserved .

February 25, 2022
J
ean Ibalio, Deputy Finance Director
City of Anaheim
200 South Anaheim Boulevard, Suite 643
Anaheim, CA 92805
D
ear Ms. Ibalio,
O
n behalf of Wells Fargo Bank, we are pleased to provide City of Anaheim (the City) our proposal for a five-year Banking Services Contract Extension.

For the past seven years, it has been my pleasure to work with the City to provide treasury management services. Throughout the process and thereafter, our team has had a variety of consultative conversations with the City to understand and discuss your cash management operations. We value our partnership and welcome the opportunity to continue working together to further develop our relationship with you.

Significant strides have been made in your organization and we look forward to continuing to build on our existing a partnership, helping to ensure that your trajectory will continue at its current pace.

Our response demonstrates that we understand the challenges and priorities throughout your organization and we have provided the roadmap to help get you where you want to be in the future. We have detailed our plan to provide you with the strategic, supportive level of relationship management and customer service you've enjoyed from us for years.

Jon R. Hansen
Senior Vice President
Senior Relationship Manager
Wells Fargo Bank, N.A.
333 S. Grand Ave.

Sixth Floor
Los Angeles, CA 90071

Wells Fargo is pleased to offer the following incentives that will enhance our continued partnership:
• Discount of 6% from current charges based on recent analysis representing $5,100 in annual savings.
• Three-month fee waiver estimated to be $15,000 in account analysis retention credit to be applied to your 2022 account analysis statement.
• We’ll apply a Premium Managed Earnings Credit Rate of 0.40% to the operating balances to offset fees.
• Wells Fargo will waive all set-up and implementation fees for any new innovative bank technology or solutions.

I envision enhancing my role as your partner and true strategic advisor, offering vast experience and creative solutions. In support of your current and long-term goals, we combine the right people, products, and processes to set the standard for excellence.

Sincerely,
Jon R. Hansen
Senior Vice President
Senior Relationship Manager

Table of contents
Executive summary ......................................................................................................... 1 Business Process Review .............................................................................................. 3 Payables solutions ............................................................................................................ 4 Consolidated payables service ...................................................................................................... 4 Payables Reconcilement .................................................................................................................. 8 Disbursements with Zelle ................................................................................................................ 9 WellsOne Virtual Card Payments service .............................................................................. 11 RTP services on the RTP network ............................................................................................. 12 Image File Import service ............................................................................................................. 13 APIs and innovation ...................................................................................................... 15 Innovation ........................................................................................................................................... 15 Account Validation services ........................................................................................................ 16 Push to Card ...................................................................................................................................... 19 Pricing ................................................................................................................................. 21 Wells Fargo Treasury Management

City of Anaheim | 1
Executive summary
City of Anaheim is looking for a strong financial services partner who can offer quality and diversified banking services while providing greater efficiencies, automation, and the best overall value. The City realizes the need to make enhancements and updates to your banking services, and you are seeking a banking partner who mirrors your values, with the expertise to provide the right combination of services and solutions you need.

Face your challenges head on
You need to stay at the forefront of emerging technologies and innovations, while working with a trusted bank who puts your safety and security first. We work with many customers across numerous industries, so we understand the core concerns for organizations like yours. To address these concerns, you might be looking for a partner who can provide:
• Reliable collection and payment channels: Cohesive, secure, and integrated technologies to process incoming and outgoing payments, as well as a solution that improves internal controls with consistent regulatory compliance.
• Integrated reporting: Increased efficiencies and visibility from accurate, streamlined reporting and reconciliation processes.
• Safety and soundness: The peace of mind that comes from working with a strong partner with a proven financial record.
• Reliable customer service: A proven track record of timely and accurate customer service support.
• Strong community presence: Solid ties to the community and a strong local presence.

Wells Fargo is that partner. Through our emphasis on technology, service, and risk mitigation, combined with our competitive footprint, that includes an extensive branch and ATM network, we’re well positioned to address your challenges and provide the solutions you need to be successful.

Partner with a leader in innovation
If you don’t have updated technology in place, you’re potentially missing out on valuable opportunities to improve efficiencies and reduce risk.

You can leverage your treasury
resources to play a more strategic
role, automating routine processes
without introducing additional risk.

You can also help improve your
customer experience, reduce strain
on information technology
resources, and accelerate
automation.

Why Wells Fargo
Best Corporate/Institutional Digital Bank in North
America
Best Information Security and Fraud Management
Best Online Portal
* Global Finance magazine, 2020 awards
Wells Fargo Treasury Management

City of Anaheim | 2
We support you by bringing innovations to market, as quickly as possible. This means changing our approach to 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 you much faster.

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.

Are you ready to continue the conversation?
We look forward to further discussions with you about how our proposed solutions can get you from where you are today to where you want to be in the future.

Please review the information provided. We will reach out to the City to answer any questions you may have.

Business Process Review
With a complimentary Business Process Review (BPR), we analyze your critical functions, technology, and processes in order to benchmark your practices. We provide an independent view of your operations, and, if needed, provide recommendations that can help:

Eliminate manual steps
You can save time and money with tailored solutions to help automate your processes.

Mitigate risks
We’ll help identify gaps in your operations that can make you susceptible to fraud.

Improve working capital
You can gain efficiencies in your processes to optimize your cash flow.

Support your financial goals
We’ll help you achieve your future financial goals by implementing scalable processes that create efficiency.

How it works

1. Define scope
First, we'll work with you to determine your highest priority processes (AR, AP), identify which tasks to observe within those areas (check runs, expense reporting, posting payments), and goals you'd like to accomplish.

2. Observe
Next, we'll take a deep dive into understanding your current processes by shadowing your staff and observing what their day-to-day processes look like.

3. Analyze
Then, we'll benchmark your processes and, if needed, pinpoint opportunities to streamline and enhance your current processes, while identifying ways to mitigate risk.

Consult
Lastly, we'll create a plan tailored to your needs. Your plan will recommend industry best practices, opportunities for efficiency and automation, and provide a roadmap to help you accomplish the goals you defined upfront.

Payables solutions
Consolidated payables service
Our consolidated payables service can help you streamline and automate your payment and remittance processes, help strengthen trading partnerships and drive working capital, and help improve operational efficiencies.

By reducing the use of paper documents and manual data entry, you can minimize mistakes and increase efficiency.

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 separate the payments by type and process them accordingly.

Your file can include the following payment types:
• U.S. dollar (USD) and Canadian dollar* (CAD)
paper checks
• U.S. ACH transactions in USD
• Global ACH transactions in foreign currencies
• USD wires
• Foreign currency wires
• Requests for transfer (SWIFT MT101
messages)
• Wells Fargo virtual card payments
• Disbursements with Zelle®†
* CAD paper checks are available only for off -us accounts. You must be the owner of the account. † Zelle and Zelle-related marks are wholly owned by Early Warning Services, LLC and are used herein under license.

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

How it works

Consolidated payables can help you:

Lower error rates
By reducing the use of paper documents and manual data entry, you minimize mistakes and increase efficiency.

Accept a variety of payment file formats
We accept most custom and proprietary file formats — almost any type of file format your system can generate. If you use a standard format, it can minimize your implementation cost and time.

Improve cash forecasting and reconciliation
Electronic control of your global disbursements allows you to better manage and forecast your cash flow. We integrate this service with our account reconciliation and positive pay services.

Potentially reduce costs
You can initiate multiple payment types in a single, consolidated payables file, which helps reduce your internal costs associated with accounts payable (AP) processing. Specifically, electronic payment methods can reduce your expenses for paper check payments.

Compatibility
Our service is compatible with the treasury workstations, enterprise resource planning (ERP) systems, and other AP systems listed in the following table. We can also work with additional systems outside of this list.

Treasury workstations and ERP systems
GTreasury PeopleSoft
JD Edwards SAP
Kyriba SunGard
Lawson Wall Street Systems
Microsoft Dynamics Great Plains Yardi
Oracle*
* If you use Oracle, you can use our software solution to manage data translation to the file.

Flexible file options
Delivery
Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online.

Formats
Our service accepts:
• 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
Our service accepts and
acknowledges your file for
initial processing, 24 hours a
day, seven days a week
Processing deadlines
Depending on the payment type you send, we process your file the same business day if we receive it by our cutoff time. For a file that arrives after our cutoff time, we process it on the next business day. If you require secondary approval, it must be completed by the applicable deadline for same-day processing.

If a file includes multiple payment types, the earliest applicable deadline applies to the entire file.

Cutoff times (Pacific Time)
Payment type File cutoff time
Checks
Standard
Same day1

7:00 p.m.
9:00 a.m.

ACH
On-us same-day settlement
Transit same-day settlement
One-day settlement
Two-day settlement

5:30 p.m.
6:00 a.m., 10:00 a.m., and 12:00 p.m.
5:30 p.m.
5:30 p.m.

Wires
Fedwire
SWIFT
CHIPS
Drawdown request
Request for Funds Transfer (RFT)
U.S. Federal tax payments
Within Wells Fargo2

3:15 p.m.
2:30 p.m.
2:00 p.m.
2:30 p.m.
2:30 p.m.
2:00 p.m.
5:00 p.m.

Wells Fargo virtual card payments Accepted when received Zelle payments3 Accepted when received

1. Subject to volume limitations and additional fees.

2. Transactions within Wells Fargo are moving funds from one Wells Fargo account to another. You can originate these from all origination channels to all of our available accounts.

3. For Zelle payments with the check completion option, if an electronic payment fails to originate, transactions will change over to checks. Checks are mailed on the next business day.

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 then generate the payments and send remittance information based on your instructions.

History
You can 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.

Acknowledgments
We let you know by transmission, secure email, or both that your file has reached our system and undergone initial processing. You can choose from the following formats:
• XML
• ANSI X12 997 (standard EDI)
• ISO 20022
• Human-readable report
If you’d like delivery by both transmission and email, each can be in a different format. You can also view and download acknowledgments online.

Confirmations
You have the option to receive payment confirmations for wire transfers, virtual card, and ACH payments by
transmission, secure email, or both. You can also view and download confirmations online. You can choose from the following formats:
• XML
• ANSI X12 824 (standard EDI)
• Excel CSV
• ISO 20022
• Human-readable report
Payables Reconcilement
Keeping track of all your payments can be time consuming on a good day. Add redundant reports, with multiple payments types, and what do you get? A whole lot of wasted time.

There must be a better way to reconcile all those payments. Not to mention better uses for your valuable time.

With our Payables Reconcilement service, you can better manage all of your payments — whether check, ACH, wire, or card — with the help of one convenient information file.

Why Payables Reconcilement?
Imagine multiple payment types, but just one information stream. With Payables Reconcilement you have the potential to:

Report on different payment types
Instead of using several reports to balance your books, we send you one consolidated previous- day information file with all of your payments.

Reconcile payments automatically
You can import your reconciliation file into your AP system on a daily basis.

Receive important payment detail
Your consolidated file gives you added information like check, ACH, and wire return detail. Your file can also include notification of change (NOC) detail and payment reference ID.

Reassure your trading partners
If they have questions about their payments, you have all the information you need at your fingertips, including the date you paid and the payment method you used.

How it works
Make your payments as normal
You continue to initiate payments through our consolidated payables service, our online banking portal, or direct to Wells Fargo.

Receive your daily information file
We transmit a Payables Reconcilement file to you each day in standard Bank Account Information (BAI2) format, ISO.CAMT053, or SWIFT MT940. This gives you the flexibility to choose the file type that works best for you.

Reconcile your payments
Your information file includes all of your payments and related payment information, which you can import directly into your ERP, treasury workstation, or AP system.

Disbursements with Zelle
With Disbursements with Zelle, you have the ability to pay consumers and small businesses with a U.S.-based bank account securely, efficiently, and cost-effectively. Instead of making check payments that require the recipient’s bank account information, you can initiate electronic payments that require only an email address or U.S. mobile phone number. And you can incorporate the payment process into existing payment workflows. You also have the option of including a 140-character description with your payment.

When you use our solution through our consolidated payables service, you no longer need to manage a separate disbursement process or distribute remittance information separately. You can send one consolidated file with all payment types.

How it works
Our service runs on the Zelle network, which is managed by Early Warning Services.* Enrollment is quick and easy. One-time enrollment enables recipients to receive electronic payments from any participating originator.

Recipients who bank with a Zelle participating bank can register through their bank’s online portal or banking app.

Recipients who don’t bank with a Zelle participating bank can go to enroll.zellepay/receive and follow the steps to enroll.

The payment process
1 The City collects your recipients’ email addresses or U.S. mobile phone numbers, as well as their consent to receive payments electronically.
2 At payment initiation, the City includes your recipients’ email addresses or U.S. mobile phone numbers along with your payment instructions. Zelle then routes the payment instructions to the depository bank, and the bank moves the funds as directed.
3 A payment notice is sent to your recipients in real time. Recipients who are already enrolled with Zelle may receive funds in their depository account within minutes.† * Zelle and Zelle-related marks are wholly owned by Early Wa rning Services, LLC and are used herein under license. † Enrollment required. Terms and conditions apply. Payments can arrive as quickly as minutes or may take up to three business days after payment is sent. Must have a bank account in the U.S. to use Zelle. For your protection, Zelle should only be used for sending money to trusted recipient s.

Payment and enrollment options
Registered payees
When you initiate a payment to registered recipients (“payees”), they receive funds in their accounts within minutes* without any additional action required. * Transactions typically occur in minutes but can take up to three days depending on how payees are registered with Zelle .

Unregistered payee option
We also have convenient options to avoid payment failure for those payees who are not registered with Zelle at the time of payment origination.

For unregistered payees, we initiate the payment and send those payees a one-time registration invitation and enrollment instructions. Once registration is complete,* payees receive funds in their accounts within three business days or sooner.† Subsequent payments are automatically credited to payee accounts. By choosing this option, you can reduce the need for a registration campaign for your payees.
* Your recipients have 14 calendar days to register to receive their funds. † Enrollment required. Terms and conditions apply. Payments can arrive as quickly as minutes or may take up to three business d ays after payment is sent. Must have a bank account in the U.S. to use Zelle. For your protection, Zelle should only be used for sending money to trusted recipients.

Wells Fargo check completion option
With this option, if we find an email address or U.S. mobile phone number is not enrolled with Zelle at the time of payment origination, we can automatically issue a check payment to the recipient to avoid payment failure. Our check completion option requires you to include complete check issue instructions along with your Zelle payment request.

When you choose this option, there are no additional steps to address payment failures. Your payments will complete electronically or by check based on the recipient’s registration status.

Marketing materials and communication resources
Zelle helps you market Zelle payments to your recipients with a complimentary marketing toolkit that includes:
• Consumer FAQs
• Employee talking points
• Wireframe (landing page design)
• Email templates
• Buckslip (mailing insert) and flyer
• Zelle badge and button guide
• Video
You can access all these materials at https://zellepay.com/disbursements-toolkit Potential benefits
Zelle payments can help you gain a competitive advantage by making it easier for your customers to do business with you. You can eliminate the need to manage a separate disbursement process and distribute remittance information separately.

Adopting Zelle payments can help:

Eliminate the risk of collecting or storing bank account data Reduce transactional expenses
Expedite payments to recipients

WellsOne Virtual Card Payments service
With our Virtual Card Payments service, you can make payments to your suppliers using unique, virtual card numbers. When you initiate a payment file, we assign a unique virtual card number to that specific transaction. You can specify the transaction amount and payment tolerances — percentages above or below the amount, or both — that allow for variation in the actual transaction amount. Your recipient has a specified number of days to use the virtual card number.

You can also initiate a payment within our Virtual Card Payments service application, instead of sending a transmission file. This option will give you the flexibility to make off cycle payments when needed.

Our Virtual Card Payments service sends the unique virtual card number and transaction details to your recipient automatically by secure email. Your recipient processes your payments just like any other credit card payments. You can also send payments to your suppliers’ merchant acquirers for processing and deposit using our Straight Through Processing service.* This alternative to sending payments directly to your suppliers may make it easier for them to do business with you. * We offer our Straight Through Processing in conjunction with our WellsOne Virtual Card Payments service. Additional fees may apply.

You can access all settled transactions through our expense management service. You also have the option of receiving an electronic remittance file to expedite the reconciliation of transactions in your system.

Help getting your suppliers on board
Our dedicated Supplier Analysis and Onboarding team helps analyze your supplier base and strategically targets them for card payment acceptance. Based on our findings, we strategize with you on payment methods and terms to offer each supplier. Then, we onboard your suppliers by explaining the benefits and helping them understand the value of digital payment acceptance.

On-demand payments
Our On Demand payments service uses application programming interface (API) technology to connect your system to ours. When you initiate an API call, your system connects to our bank systems through secured credentialing so that we can provide the virtual card numbers you want, when you need them. You use these virtual card numbers to facilitate individual payments to your recipients. We send each virtual card number, along with transaction details, by secure email to your recipients or make the virtual card number available for delivery using an alternative process you choose. You don’t need to wait long for batch processing; each transaction is almost instantaneous — improving processing efficiency.

RTP services on the RTP network
You can initiate USD payments to U.S. banks any time
of day on any day of the week using the RTP
network.* This real-time payment system helps
ensure that you hold on to cash as long as possible to
support your liquidity.

The RTP network overcomes the
origination deadline constraints for
same-day settlement when you use
ACH and wires.

Payments settle within fifteen seconds once they reach the RTP network; they are irrevocable.

Credits on the RTP system memo post to accounts immediately, every day, including weekends and holidays.

In addition, payments transacted on the RTP network provide:
• Immediate funds availability to payment recipients
• Instant payment confirmation
• Real-time messaging between payer and payee

Our RTP Services† use API technology and are available for both business-to-business and business-to-consumer transactions.
* RTP is a registered service mark of The Clearing House Payments Company L.L.C. † Our RTP Services for credit transfer are available subject to applicable product eligibility .

Image File Import service
Our Image File Import service provides check images and associated index information through our secure transmission platform. The file includes paid checks, deposited items, returned items, third party drafts, and lockbox items — all the images you need to make payment decisions, reconcile, audit, research, and respond to your customers’ inquiries. With imported files, you can match your receivables with your deposited items and lockbox files; initiate the collections process with your returned item file; and research and respond promptly to customer inquiries.

Our service helps reduce the fraud and privacy risks associated with the long-term physical storage of confidential files.

Image File Import service offers:
• Archive-ready files can be imported into your internal or third-party image archive. Paid checks, deposited items, returned items, and third party draft files contain an XML- formatted file with index information and a zipped file of associated images. We deliver lockbox images in a zipped file containing an index file and images. • X9.37 is available for Third Party Draft.
• PDF files are available (except for Third Party Draft), if you don’t have an internal image archive but need to save, print, search, and store images in electronic format.

Reduced transportation and storage costs. Electronic files eliminate physical storage expenses and the need to pack and transport paper checks and media.

Convenient delivery. The following table lists your options.

Images File transmission schedule
Paid checks • Standard (two days after posting): 5:00 a.m. Pacific Time • Premium (one day after posting): 8:00 a.m. Pacific Time Monthly, semi-monthly, or weekly*
Deposited items • Standard (one day after posting): 9:00 a.m. Pacific Time Semi-monthly or weekly*
Returned items • Standard (one day after receiving): 4:00 a.m. Pacific Time Semi-monthly or weekly*
Lockbox items • Standard for batch-by-batch files: two hours after completed deposit processing
• Standard for consolidated files (next day): 4:00 a.m.

Pacific Time
Third Party Draft • Standard (same day): 3:30 p.m. Pacific Time * Limit of 3,000 checks per cycle for frequencies other than daily.

APIs and innovation
Innovation
Our long-term investment strategy
Our customers’ financial needs are at the forefront of every decision we make regarding when and, most importantly, where we invest. Today’s rapidly changing technology has transformed the landscape of not only how people bank, but how they do business. We understand that technological advancements are a necessity for your current success and future growth.

Since the launch of our online banking portal in 2000, we have a 20-year record of consistent annual reinvestment in both new product development and digital channel enhancements. We also continually invest in our team member tools. The latest enhancement includes the development of a new system to help ensure all our bankers, sales consultants, and service officers have a common 360-degree view of customer interactions to customize our approach you’re your organization.

You spoke. We listened.

We listen to our customers in many ways — from analytics to ethnography to pilots to conversations — and we build innovative products and services based on your needs. We have a group dedicated to serving as the catalyst for transformational change across Wells Fargo. This group focuses on fostering the growth of big ideas that influence business models, processes, and programs in an effort to meet your evolving needs.

Our priorities include:

1. Increasing
connectivity for
payments efforts

2. Accelerating opportunities
with artificial intelligence
(AI)

3. Advancing use of application
programming interfaces for
customers
The investments in each area help us create unique digital banking experiences and help make it easier for you to achieve your financial goals.

More enhancements, faster
We recognize the urgency to improve your customer experience, reduce 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 will allow us to deliver new and enhanced products and services to market faster. Our product suite is enhanced through our Wells Fargo Gateway. The Wells Fargo Gateway can transform how you connect to your banking services and ultimately how you do business, allowing real time access to payments and information.

Innovation is in our DNA
Our product experts are passionate innovators who can predict tomorrow’s trends based on their knowledge, expertise, and market research. For example, we understand that technology has changed people’s payment expectations in processing time and speed. Our Real Time Payments® (RTP®) service lets you to send and receive payments through the RTP network* in real time. It keeps payment and remittance information together, and payer and payee connected. * RTP is a registered service mark of The Clearing House Payments Company L.L.C.

Artificial intelligence
AI is powerful as it enables us to harness vast quantities of data to make smarter decisions and improve customer and team member experiences. Considered the fourth industrial revolution, AI is already impacting every part of our company and other industries. Recognizing this, we founded the Artificial Intelligence Enterprise Solutions (AIES) group in 2017 to accelerate the adoption of AI within Wells Fargo. As part of the larger Wells Fargo Artificial Intelligence team, this group collaborates closely with lines of business to develop and deploy AI solutions that solve real-life business problems.

We’ve created platforms that enable the development and deployment of machine learning, natural language processing, and chatbot solutions. Additionally, we’ve worked on ways to solve business problems ranging from managing credit risk, predicting abnormal payment behavior, identifying trends and insights from surveys, and providing self-service options for customers 24 hours a day, seven days a week.

Awards and accolades
Global Finance named us the “Best Corporate/Institutional Digital Bank in North America.”1 We were also awarded “Overall Most Innovative” for our Wells Fargo Gateway APIs.2. In 2019, we surpassed one billion API calls, demonstrating the importance of this digital option to customers.3

1.Global Finance magazine, 2019.

2.Barlow Research Monarch Innovation Awards, March 2018.

3. Wells Fargo Press Release, https://newsroom.wf.com/press -release/wells-fargo-surpasses-one-billion-api-calls Account Validation services
To help reduce transaction fraud and returns, we partner with Early Warning Services to offer Account Validation services that provide real-time account ownership and account status screening functionality.

You can use our services for ACH, check, and wire transactions. Account Validation services can help you enhance productivity, save time, and prevent unnecessary losses while maintaining a high level of customer service.

Solutions
Our services use analytics, a large network of contributed intelligence, and cross-industry data from hundreds of financial services organizations. With our Account Status and Account Ownership services, the City receives advance notification of both low-risk and potentially high- risk transactions.

Our services work with payments received in the mail, over the telephone, through the internet, or in person, and they provide validation for both business and consumer accounts. To determine whether to accept a payment for processing, the City extracts and transmits information through an inquiry to Early Warning Services. The service then compares the inquiry against the National Shared Database™ and provides a response. You receive results in real time.

Account Status This service confirms whether a deposit account (checking or savings) is open and active and if there is a risk of an ACH or check return. The Account Status service is best suited for your customer-initiated online payments and internal real-time systems such as those supporting call centers or stores.

Account Ownership This service performs identity-to-account validation, including such key owner elements as name, address, Social Security number, and phone number. It supports enrollment for recurring ACH payments and screening of one-time ACH, wires, and check payments.

How it works

Inquiry submission types
You can choose the type of submission process that works best for your organization.

Inquiry type Purpose Submission channel
Real-time validation This service lets you submit a real-time account inquiry. It returns a response
in one second or less.

You submit the inquiry through the
Wells Fargo Gateway® API channel.

Batch files This service provides back-office
support of your high-volume batch
payments.

You send a file of inquiries directly to
Early Warning Services through a
Virtual Private Network or
Dedicated Circuit (MLPS).

Graphical User Interface (GUI) This service is a user interface for low- volume payments where the account
status or account owner data is
entered manually and an immediate
response is desired. It is most
applicable for walk-up bill payment
windows or call center agents.

You send an inquiry to an Early
Warning Services URL (web
address).

Why Wells Fargo
Wells Fargo Gateway
To determine whether to accept a payment for processing — whether the payment occurs by mail, by telephone, over the internet, or in person — the City extracts and transmits information through an inquiry to the Wells Fargo Gateway. The service then compares the inquiry against the National Shared Database and provides a response back to you. You receive positive and negative results in near real time.

Data encryption
To further protect your data, we encrypt the data wherever it could be stored on removable media or Wells Fargo workstations and mobile devices. We do not store confidential data on Wells Fargo Gateway servers; instead we encrypt the data in transmission as it passes through.

Early Warning Services provides both positive and high-risk notifications on 95% of payment and deposit inquiries.

Potential benefits
The service’s proprietary database contains information on 635 million checking and savings accounts including:*
540 million accounts from participating banks, which are updated nightly after each posting cycle 95 million accounts that are drawn on non-participating banks and are risk-scored through check and ACH transactions experienced by the participating banks
420 million records on account owners and authorized users

Annually, the database receives information about:

13.1 billion check items for posting

47.4 million stop payments

43.0 billion ACH items
* Data provided by Early Warning Services. Last updated in July 202 1 Push to Card
With our Push to Card service, you originate near real-time payments to debit cards linked to U.S. checking accounts and general purpose reloadable prepaid cards. You receive near real-time transaction status, and your customers receive near real-time access to funds.

A faster payments service, it helps you increase control of your cash flow and hold on to your money until the last minute — allowing you to make payments 24 hours a day, seven days a week, 365 days a year. Because you can send payments immediately, you no longer need to wait for ACH transactions to post or checks to clear. As a result, you can reconcile your accounts sooner.

Your IT developers* establish the service by integrating an API into your back office. The Push to Card service allows you to:

Initiate payments immediately, for settlement in near real time Minimize the potential for fraud and payment delays associated with sending payments by mail Use your payments platform to support an app for making direct payments Receive immediate payment status information so that you can reconcile the payment more timely Potentially achieve a competitive advantage because your customers receive payments in seconds * You need a developer or IT resource who will test and implement the API. If you don’t have sufficient internal IT resources to manage this implementation, we recommend you engage a technical consultant or third party.

How it works
Payments process within seconds and funds become available within 30 minutes. The transaction flow steps follow.

1. Your customer provides debit card information through your website or in person.

2. Your system sends the transaction request with your customer’s debit card information securely to Wells Fargo through the Push to Card API.

3. We validate funds availability and memo post a debit to your account in real time. We hard charge your account at the end of the business day.

4. We send the transaction details to Mastercard®, our third-party partner, to route the transaction to the relevant debit networks that may include Visa®, Mastercard, Pulse, NYCE, and STAR.

5. The relevant debit card network processes your request, sending the payment to your customer’s bank.

6. The debit card network informs us that the transaction processed. If the card-issuing institution approves, we debit your account by 8:55 p.m. Pacific Time. If the card-issuing institution declines, we release the hold on the funds in your account. We pass the approved or declined response to your system through our Push to Card API.

7. We provide reconciliation information to you.

Push to Card transaction flow

Treasury Management Proposal

City of Anaheim Pricing as of February 2022
WF Monthly Activity
Code Service Description Price Volume Charges Comments
ACH Fraud Filter
34333 ACH CEO FRAUD FILTER REVIEW MO BASE 4.00000 3 12.00 34334 ACH CEO FRAUD FILTER STOP MTHLYBASE 4.00000 7 28.00 34338 ACH CEO FRAUD FILTER STOP - ITEM 1.00000 4 4.00
34335 ACH CEO FRAUD FILTER REVIEW - ITEM 1.00000 5 5.00 ACH Origination
34342 ACH CEO RETURN SUBSCRIPTION - ITEM 0.50000 193 96.50 reduced from 1.00 34340 ACH CEO RETURN SUBSCRIPTION-ACCOUNT 15.00000 3 45.00 ES280 ACH MONTHLY BASE 10.00000 2 20.00
ES211 ACH FUTURE DATED ITEM 0.01000 27,202 272.02 reduced from .01326 ES206 ACH ORIGINATED - ADDENDA REC 0.02000 125 2.50
06505 ACH RETURN ADMIN -ELECTRONIC 0.50000 94 47.00
06504 ACH RETURN ADMIN -MANUAL 1.00000 1 1.00
06502 ACH RETURN ITEM-ELECTRONIC 0.50000 58 29.00
06507 ACH RETURN UNAUTHORIZED -ELECTRONIC 0.50000 2 1.00 06511 ACH RETURN UNAUTHORIZED QUALITY FEE 5.00000 2 10.00 ES803 ACH PAYMENTS ONLINE BATCH RELEASE 2.00000 1 2.00
ES801 ACH TRANSMISSION CHARGE 2.00000 99 198.00 reduced from 3.00 ES237 ACH FAX SERVICE 0.50000 14 7.00
ES230 ACH DELETE - ITEM 15.00000 3 45.00
34377 ACH PAYMENTS BASE FEE 15.00000 1 15.00
ACH1D ACH PAYMENTS FUTURE DATED ITEM 0.02000 6 0.12
ES342 ACH CUSTOMER REPORTS 15.00000 3 45.00
06525 ACH NOC - ELECTRONIC 6.50000 23 149.50
06535 ACH NOC - MANUAL 9.00000 2 18.00
34330 ACH CEO SUBSCRIPTION - ACCOUNT 15.00000 1 15.00
ACH Receive
ES349 ACH RECEIVED ADDENDA 0.03000 1,537 46.11
ES344 ACH RECEIVED ITEM 0.03000 1,303 39.09
Account Reconcilement
34421 ARP STMTS & RPTS (CSV/EXCEL) / ITEM 0.02000 13,478 269.56 34420 ARP STMTS & RPTS (CSV/EXCEL) BASE 15.00000 2 30.00 34337 CEO CHECK ISSUES-ITEM 0.01500 3 0.05
12687 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.00000 511 0.00 12377 ARP FULL RECON-ITEM Minimum 3,869 150.00
12060 ARP MONTHLY BASE - FULL 20.00000 3 60.00
34350 CEO ARP STMT & RPTS MONTHLY BASE 0.00000 3 0.00
Branch Services
CK161 CASH DEPOSITED IN WF BRANCH 0.00020 12,559 2.51
22810 WF CHK CASHED FOR NONACCT HOLDER 0.00000 23 0.00
08052 BRANCH DEPOSIT 0.75000 42 31.50
Cash Vault

Customer Proposal Report 1 of 5

WF Monthly Activity
Code Service Description Price Volume Charges Comments

08173 CASH VAULT DEPOSIT 3.00000 22 66.00
08160 CASH VAULT DEP - ADJUSTMENT 5.00000 1 5.00
08290 CASH VAULT CURRENCY/COIN DEPOSITED 0.00020 658,129 131.63 Controlled Disbursement
21622 CONT DISB CASHED CHECK-FLOAT FEE 0.00000 117 0.00 34210 CEO CONT DISB SUBSCRIPTION BASE 20.00000 1 20.00
14070 CONT DISB ACCT MAINT W/CXSTR 25.00000 1 25.00
14225 CONT DISB CHECKS PAID 0.05000 2,436 121.80
14110 CONT DISB CREDITS POSTED 0.50000 23 11.50
Desktop Deposit/Electronic Check
15017 DESKTOP DEPOSIT MONTHLY BASE 0.00000 1 0.00
15003 DESKTOP DEPOSIT REPORT PER ITEM 0.25000 21 5.25
15007 DESKTOP DEPOSIT-DEPOSIT CREDITED 0.50000 4 2.00
706 DESKTOP DEPOSIT-DEPOSITED ITEM 0.04333 21 0.91
741 WF ELEC DEPOSIT-DEPOSITED ITEM ONUS 0.01000 3,286 32.86 746 WF ELEC DEPOSIT-DEPOSITED ITEM 0.03500 11,904 416.64 reduced from .05 790 ELECTRONIC DEPOSIT - DEP ADJUSTMENT 0.00000 1 0.00
E-BOX
ED515 E-BOX PAYMENT RETURN 0.25000 21 5.25
ED500 E-BOX MONTHLY MAINT (W/CROSS REF) 100.00000 2 200.00 ED470 E-BOX PAYMENT 0.04000 4,845 193.80
General Account Services
22051 ACCT MAINTENANCE 7.00000 9 63.00
CK021 DEBITS POSTED 0.06000 312 18.72
CK018 ELECTRONIC CREDITS POSTED 0.06000 1,233 73.98
CK049 DDA STATEMENT - PAPER 0.00000 1 0.00
General Disbursement Services
22030 STOP PAYMENT - AUTO RENEWAL 1.00000 1 1.00
22225 CHECK CASHING THRESHOLD MO BASE 0.00000 5 0.00
22245 CHECKS PAY TO INDIV BLOCK MO BASE 0.00000 5 0.00
22235 OTC DEBIT BLOCK MONTHLY BASE 0.00000 5 0.00
MD091 PYMT AUTH MAX CHECK MTHLY BASE 0.00000 5 0.00
12670 STOP PAYMENT - ONLINE 4.00000 10 40.00
22202 DDA CHECKS PAID 0.03000 1,242 37.26
Image Delivery
DS255 WELLSIMAGE PAID CHECK PER ITEM 0.03000 4,248 127.44 27707 CEO SEARCH 0.25000 62 15.50
12812 CEO IMAGE VIEW < 90 DAYS - ITEM 0.25000 17 4.25
12815 CEO IMAGE VIEW > 90 DAYS - ITEM 0.25000 3 0.75
22020 WELLSIMAGE PAID CHECK MONTHLY BASE 0.00000 1 0.00 22015 WELLSIMAGE PAID CHECK PER CD 15.00000 1 15.00

Customer Proposal Report 2 of 5

WF Monthly Activity
Code Service Description Price Volume Charges Comments

Incoming Wire Transfers
ES030 WIRE IN TO USA ACCT-USA DOMESTIC 4.00000 68 272.00 Information Reporting
34123 CEO ALERTS SERVICE - EMAIL 0.12000 469 56.28
34121 CEO INTRADAY REPORTING ITEMS RPTD 0.02000 6,610 132.20 reduced from .04 34120 CEO INTRADAY REPORTING SUBSCRIPTION 15.00000 4 60.00 34115 CEO PREV DAY REPORTING ITEMS LOADED 0.03000 2,903 87.09 34100 CEO PREV DAY REPORTING SUBSCRIPTION 15.00000 2 30.00 MSC-TM
22222 PRINTING & SUPPLIES-VENDOR 0.01000 61,674 616.74
Other Non TM
IAMTH RECOUPMENT MONTHLY 0.12750 9,350 1,192.13
Paper Checks Deposited
002 DEPOSITED CHECK 0.05000 580 29.00
Positive Pay
DS191 PAYEE VALIDATION STANDARD-ITEM 0.01000 3,676 36.76 34336 POSITIVE PAY EXCEPTION - CEO IMAGE 0.50000 10 5.00 12908 POS PAY CHECKS WITH NO ISSUE RECORD 0.00000 3 0.00 12505 POSITIVE PAY EXCEPTION CHECKS RETND 5.00000 2 10.00 12903 POSITIVE PAY EXCEPTIONS - ITEM 0.50000 4 2.00
12907 POSITIVE PAY MONTHLY BASE 0.00000 2 0.00
14080 CONT DISB PERFECT PRESNT BASE 0.00000 1 0.00
14804 CONT DISB PERFECT PRESNT EXCEP 2.00000 7 14.00
Receivables Manager
ED265 RECEIVABLES MANAGER ACH ITEM 0.05000 30 1.50
28006 REC MGR OR E-BOX TRANSMISSION 5.00000 40 200.00
28019 RECEIVABLES MANAGER MONTHLY BASE 0.00000 2 0.00
28011 RECEIVABLES MANAGER RECVD ADDENDA 0.04000 985 39.40 Returned Items
CK062 CEO RETURN ITEM RETRIEVAL-IMAGE 0.25000 20 5.00
CK064 CEO RETURN ITEM SERVICE MTHLY BASE 0.00000 1 0.00 CK061 RETURN ITEM - CHARGEBACK 1.25000 19 23.75
CK069 RETURN ITEM SPECIAL INSTRUCTIONS 0.25000 19 4.75
CK081 RETURN ITEM SPECIAL INST MTHLY BASE 10.00000 1 10.00 CK075 RETURN ITEM REDEPOSITED 1.00000 5 5.00
34239 CEO RETN ITEM SUBSCRIPTION OPT DETL 0.03000 20 0.60 34235 CEO RETN ITEM SUBSCRIPTION PER ACCT 20.00000 1 20.00 34237 CEO RETN ITEM SUBSCRIPTION PER ITEM 0.07000 37 2.59

Customer Proposal Report 3 of 5

WF Monthly Activity
Code Service Description Price Volume Charges Comments

SUBACCOUNTING
DS585 SUBACCOUNT MAINTENANCE 2.00000 3 6.00
Sweep
22087 SWEEP STAGECOACH MUTUALFND ELECTNIC 0.00000 1 0.00 22094 SWEEP STAGECOACH MUTUAL FND MO BASE 250.00000 1 250.00 Wires Origination and Reporting
ES073 WIRE BASE -VOICE 0.00000 3 0.00
ES167 WIRE PIN BASE 0.00000 4 0.00
ES139 WIRE OUT DOMESTIC CEO/API 4.00000 81 324.00
Zero Balance Account (ZBA)
DS001 ZERO BALANCE MONTHLY BASE 5.00000 2 10.00
Total Monthly Activity Charges 6,776.78

Total Monthly Balance Based Charges (can be paid with balances) 6,776.78 Earnings Credit Rate 0.40%
Estimated Earnings Credit 2,833.42

Customer Proposal Report 4 of 5

Disclosures
We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided.

This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing.

Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit: www.wellsfargo.com/accountanalysis for additional information about the services.

Regarding your services

Alerts Service
Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for the first 80 events/alerts per month, per delivery mechanism (email or text). There is no per company cap for billing.

Wire Book Transfer
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.

Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

This message may contain confidential and/or privileged information. If you are not the addressee or authorized to receive this for the addressee, you must not use, copy, disclose, or take any action based on this message or any information herein. If you have received this message in error, please advise the sender immediately by reply email and delete this message.Thank you for your cooperation.

Customer Proposal Report 5 of 5
© 2022 Wells Fargo Bank, N.A. All rights reserved.

Commercial Account Agreement
Effective March 2022

Contents

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 privacy policy
– Our rate sheets for interest-bearing accounts
– Any additional disclosures we provide to you about your account and related services

When can you begin using your account?
We will notify you when your account and related services may be used. We reserve the right to rest rict use of your account and related services until we have approved your use of the account and services and completed setting them up.

01 02

Welcome to Wells Fargo

About this agreement

03 Resolving disputes through
arbitration
04 Important legal information
05 Statements and other
notices relating to your
deposit account
09 Rights and responsibilities

15 Checking and
savings accounts
17 Electronic check
indemnifications
18 Funds availability policy
20 Available balance, posting
order, and overdrafts
21 Additional rules for checks
and withdrawals

23 Your account ownership
24 Interest earning accounts
25 Time Accounts (CDs)
26 Electronic banking services
28 Selected services

2 Commercial Account Agreement

You should not attempt to use your account or provide any information about your account to any third party until we have confirmed that account is available to process transactions.

About this Agreement

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 account and related services, and
• Replaces all prior deposit agreements including any oral or written representations.

You are responsible for ensuring that any signer on your account is familiar with this Agreement.

We suggest you keep a copy of this Agreement – and any further information we provide you about changes to this 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.

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 other adjustments.

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.

Ledger balance
The ledger balance is the balance in your account after all debits and credits for the business day have been posted. 3 Commercial Account Agreement

Overdraft
An overdraft is a negative balance in your account.

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 signers on your account.

Are we allowed to change the Agreement?
Yes. We can change the Agreement by adding new terms or conditions, 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 you 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 is inconsistent 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 jurisdict ion 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.

With whom will we communicate about your account?
We may provide you or a signer with information about your account. When we receive information from a signer , we treat it as a communication from you. You agree to notify us promptly in writing if a 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 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 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 i s no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. 4 Commercial Account Agreement
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 (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of 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 subsection.

C
an 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 r elated 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
W
hat laws govern your account?
The laws governing your account include:
• Laws, rules, and regulations of the United States, and • Law
s 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.

W
hat 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.

A
re 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.

W
ill 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.

C
an 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.
5 Commercial Account Agreement
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.

H
ow 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 addr esses 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.

W
hat 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 H
ow 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.

C
ombined 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.

I
f 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.

W
hen are your account statements and notices considered received? If there is more than one 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.

Mai
led account statements: When we mail your account statement or notices, we consider it received by you on the second business day after mailing it.

E
lectronic delivery of account statements: Account statements will be made available through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, 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.
6 Commercial Account Agreement

What happens if your account statements 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® Banking or the Commercial Electronic Office®, 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 in the 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 statements and notices promptly and carefully. • Notify us promptly of any errors.
• Notify us within 30 days after we have made your account statement or a notice 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.
• 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 ®).

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 specif ied above, your account statement or transaction will be considered correct. We will not be res ponsible for any unauthorized transaction, error, or claim for transactions included in this statement.

7 Commercial Account Agreement

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. • Destroy any checks that you do not intend to use.
• Use tamper resistant checks at all times.
• Notify us promptly when a 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.

8 Commercial Account Agreement

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 you do not implement a fraud prevention service or in dustry 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 (b) fail to use it in accordance with the applicable service description or 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 fraud prevention 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 abi lity 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 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.

When does your account become dormant?
Checking accounts, savings accounts, and time accounts (CDs)

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 activity is determined by the 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.

Automatic transactions (including recurring and one-time), such as pre-authorized transfers, 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 9 Commercial Account Agreement
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.

Rights and responsibilities
W
hat 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 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.

E
xcept 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 this indemnifi cation will survive termination of the Agreement.

I
n 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.

W
e 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.

C
ircumstances 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.

A
re you obligated to pay our fees?
Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information.

W
hy 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 bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank’s depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank’s confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee.

I
s your 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.
10 Commercial Account Agreement

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.

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 at tributable 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 of setoff.

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 11 Commercial Account Agreement

other security interest you may have granted to us.

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 i nvest 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 conv ert one currency to another currency. It includes a markup. 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. Fore ign exchange markets are dynamic and rates fluctuate over time based on market conditions, 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 t o hold funds on behalf of third parties who are the beneficial owners of the funds, your account may qualify 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 our failure. Your account has “transactional features” when funds can be transferred from the account, as detailed in 12 CFR 370.2(j).

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.

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 the signers on your account, or 12 Commercial Account Agreement
• We believe a dispute exists over who has account ownership or authority to withdraw funds from your account.

I
n 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.

W
e also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney’s fees and expenses).

H
ow 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
are permitted to accept and act on any legal process we believe to be valid, regardless of how and where it is served, including if process is served in locations, states, or jurisdictions other than the jurisdiction in which the account was opened or the account, property, or records are located. We may, but are not required to, provide notice of legal process relating to your account(s).

Any
fees or expenses (including attorney’s fees and expenses) or losses we incur as a result of responding to legal process related to your account(s) are your responsibility. We may charge these costs to any account you maintain with us.

I
f you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claim against 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 company pays you.

A
re 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.

A
re 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.

A
re 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).

A
re 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. 13 Commercial Account Agreement

When can we close your account?
• We reserve the right to close your account at any time. • 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 maintain with 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 whic h 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,
• A very large cash deposit, and
• A non-U.S. item.

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 is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your 14 Commercial Account Agreement

account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than 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 on account 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, or in 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.
• 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-8IMY. In some cases, that Form W-8IMY 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;
15 Commercial Account 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.

H
ow 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.

A
re 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.

Mon
itored and recorded communications include:
• Telephone conversations,
• Electronic messages,
• Electronic records, or
• Other data transmissions.

I
s 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.

Y
ou 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
W
hat 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 your account. 16 Commercial Account Agreement

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 pr oving 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 financ ial 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 institut ion 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 that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. I f 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. 17 Commercial Account Agreement

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 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 18 Commercial Account Agreement

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 after the day we receive your deposits.

Funds from the deposits listed below are available on the first business day after the day of your deposits, if you m ake 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 f irst business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules w e 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 w ill be credited to your account by the close of business that day. Deposits placed in the “night depository” after the established deadline 19 Commercial Account Agreement

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 teller window.
• 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.

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 sec ond 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 dir ectly 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.

20 Commercial Account Agreement

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 process your transactions during the day (e.g., wire transfers and other electronic transactions). We also use the available balance when we process your transactions during 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 balance any holds placed on a deposit to your account and any holds placed due to legal process.

• We add pending deposits that are immediately available for your use (including cash deposits, electronic deposits, and the portion of a paper check deposit we make available; see “Funds availability policy” section for details).

• We subtract pending withdrawals we have either received (such as wire transfers and other electronic transactions) or are known to us (such as your checks we receive for payment from your account) but have not processed.

How do we post transactions to your account?
We post transactions each business day (Monday through Friday except federal holidays) during our nightly processing.

Once we process a transaction, we post the results to your account. There are three key steps to this process. The most common types of transactions are processed as described below.

1. We determine the available balance in your account (as described above) that we can use to pay your transactions.

2. We sort your transactions into three categories: deposits, “must-pay” transactions, and checks and certain ACH payments.

• Deposits. We credit your account for deposits, including cash and check deposits and incoming electronic transfers, received before the cutoff time at the location the deposit or transfer was made.

• “Must-pay” transactions. A “must-pay” transaction is a withdrawal/payment we have previously authorized and cannot return unpaid, such as account transfers, 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 we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount.

• Checks and certain ACH payments. Finally, we use your remaining funds to pay to pay your checks and preauthorized 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 we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount.

3. If the available balance in your account is not enough to pay all of your transactions, we will decide whether to pay your transaction and overdraw your account or return your transaction unpaid.

21 Commercial Account Agreement

• Important Note: When we receive multiple transactions on the same day and the available balance in your account is not enough to pay all the transactions, we reserve the right to choose the order in which we pay the transactions, including paying the highest dollar amount first or in any other order we determine in our sole discretion.

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 deter mine 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.

Can you use a facsimile or mechanical signature?
Yes. If you use a facsimile or computer-generated signature and/or a logo (including a stamp), any item appearing to use your facsimile or computer-generated signature and/or logo will be treated as if a signer on your account 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.
22 Commercial Account Agreement

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 s ecurity 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 reasonab le opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check.

Each stop payment order is subject 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 or amounts,
• The payees’ names, and
• The date on the 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).

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? 23 Commercial Account Agreement
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 the assignment is valid. Any permitted assignment of your account is subject to our setoff rights.

W
hat 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.

A
re all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly 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.

W
hat happens upon death or incompetence of a 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 i
n 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 remainin g f
unds 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.

U
pon 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. 24 Commercial Account Agreement

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 collect ed 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.

Can you specify a target balance on your 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 is greater 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.

25 Commercial Account Agreement

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.

Time accounts (CDs)
What are time accounts?
Time accounts include deposits which are payable at the expiration of a specified term, no less than seven 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 seven 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 on the 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 penalt y, one month’s interest is equal to one year’s interest – at the interest rate in effect at the time of withdrawal – divided by 12. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned inter est, the difference is deducted 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.

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 t ime 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.

26 Commercial Account Agreement

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
• If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name and account number, we may make the payment based on the account number, even if it identifies a party different from the named recipient.
• 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 funds 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. 27 Commercial Account Agreement

• 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 (ODFI) 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 c utoff 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 order for 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 a time 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.

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 the 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 28 Commercial Account Agreement

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.

Selected services
Stagecoach Deposit® – 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 access to the ATM using the 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 our funds 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 responsibility for 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 ot her 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 remai n 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 Deposit
® – 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 29 Commercial Account Agreement

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 take s 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.

Commercial Depository Service
Description
Treasury Management Services

2 Commercial Depository Service Description | Revised January 2, 2020

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:
• Commercial Depository
• SafeVantage®

The Service Documentation includes:
a. The Service Description (which contains terms and conditions 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”), f. 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, 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® (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.

Commercial Depository Service

1. Description of Service. 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 Requests. 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 Representatives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Request. 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 time. We reserve the right to suspend the Service at any time without notice.

3 Commercial Depository Service Description | Revised January 2, 2020

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. d. 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 requests, 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 code(s) in strict confidence. You will notify us immediately in the event a breach of security is suspected.
e. 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. f. Packing slip; differences in shipment amount. A packing slip will be included with each Cash Shipment which states:
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.

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 Shipment. 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:
a. 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 Shipments, 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. b. Delivery procedures. When you deliver a Deposit Shipment to our cash vault, you agree you (and/or your Agent) will do the following:
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 Shipment, 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 s pecifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag,

4 Commercial Depository Service Description | Revised January 2, 2020

v. Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains, and
vi. Retain a 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 I tems 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 Shipment.
d. Processing of Deposit Shipments. You authorize us to open each Deposit Bag, count the contents, 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 arise 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 explained to your Authorized Representative and agree that the same will be deemed commercially reasonable.
e. Adjustment procedures. If the aggregate amount of the Items in any Deposit Shipment, 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 difference. 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 Shipment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shipment, we will credit the Account specified on the deposit slip for the difference and notify you.

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 offices. We may require such individuals to sign a receipt for the keys they receive.

5 Commercial Depository Service Description | Revised January 2, 2020

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 be credited.

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 Items.
d. 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.
e. 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.

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 accepted, 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 Description. You agree to provide us with information we request regarding any Deposit Shipment, including any information necessary to file a Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment.

7. Representations and warranties. 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 that:
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 writing, in our sole discretion.

6 Commercial Depository Service Description | Revised January 2, 2020

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 (Representations and 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 SafeVantage 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 Report, 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.

7 C
ommercial Depository Service Description | Revised January 2, 2020

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 maintenan ce s
ervices or repairs on the Equipment.

Y
ou agree that we will, at all times, 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 section .

5. Ris
k of loss. You are responsible for all risk of loss and liability for Wells Fargo-Owned Cash that is not at one of
our cash vault locations, including but not limited to loss, damage or contamination o f 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 representative’s negligence or willful misconduct.

6. Ad
justments. 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 counterclaim. If the total amount of the Cash currency processed and verified for a Safe Re
port is more than the amount reported on such Safe Report, we will credit the Account for the difference w
ithout notice to you. If your Vendor Agreement provides any guarantees or other protection for th e c
ontents of the Equipment including Cash currency deposited through the currency acceptors, we reserve t
he right to require you to file a claim with such vendor before making any claim against us .

7. Rei
mbursement. 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 D
escription, or (b) an action you ask us to take in connection with the SafeVantage Service and this Service D
escription. You authorize us to recover any such amount by debit to your accounts with us or our affiliates.

8. C
ontaminated 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. S
urvival. Sections 3 - 7 will survive the termination of the SafeVantage Service.

10. N
otice. 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 Mas
ter Agreement. In addition, if the Vendor Agreement is terminated for any reason, the Sa feVantage Service will automatically terminate, unless otherwise agreed by you and us .

8 Commercial Depository Service Description | Revised January 2, 2020

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 writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, fax, or our Commercial Electronic Office® (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 Description.

Currency Transaction Report is defined in the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time.

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 all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expe nses (including reasonable fees, disbursements of legal counsel and court fees).

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 Description.

Night Depository means the night depository receptacle at one of our Branches.

9 Commercial Depository Service Description | Revised January 2, 2020

Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Depository.

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 Equipment.

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.

Electronic Receivables Service Description
Treasury Management Services

2 Automated Receivables Service Description | Revised July 28, 2021

Introduction

The services (each a “Service”) covered by this Service Description are:
• E-Bill Express service
• E-Box ® service
• Integrated Receivables
• 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
® (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.

E-Bill Express service

1. Description of Service. With this Service:
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 Statement of Work (SOW) to which you and we agree 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. With the telephone Payment Channel, a Customer arranges for a payment by calling you at a telephone number you maintain. For all Customer payments made through the telephone 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.

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.

3 Automated Receivables Service Description | Revised July 28, 2021

a. If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Description.
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 bills and Customers’ 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 Website. 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 Website. 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 other. Upon termination or expiration 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 all times.

9. Survival. Section 8 will survive termination of the Service.

E-Box® service

1. Description of service. With this Service:
a. We provide you with information about payments your Customers make to you (“Remittance Information”) through online bill payment services and other payment channels described in our User Guide for the Service,
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.

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 Rules.

4 Automated Receivables Service Description | Revised July 28, 2021

5. Service requirement. In order to enroll in the Service, you will also have to enroll in our Receivables Manager Service.

Integrated Receivables service

1. Description of Service. With this information reporting Service, we apply programmatic rules and logic, configured with your input, to create and transmit to you electronic files (each, a “Posting File”) containing the details of matches between credits to your Accounts made by your payers through ACH, wire transfer, or check (each, a “Payment”) to your eligible Wells Fargo deposit accounts enrolled in the Service (each, an “Account”) and the open accounts receivables details you have provided to us in electronic files (each, an “Open Receivables File”).

2. Automatic matching. We apply programmatic rules and logic, configured with your input, to match credits to your Accounts made by your payers through ACH, wire transfer, or check (each, a “Payment”) to information you send to us relating to Payments and your accounts receivables details to identify sets of matching Payments and accounts receivables details in the steps described in this section.

a. Re-association. We analyze data elements pertinent to electronic Payments credited to your Accounts to associate such Payments with their respective remittance information (information from your payer describing the accounts receivable record for which a payment is being made, such as one or more invoice numbers) that you separately provide to us in a “Remittance File” or is provided in an e-mailed advice by your customers in accordance with the protocol to which you and we agree. Each such match is a “Re-associated Payment”.

b. Invoice matching. We automatically match Payments and Remittance Details with Accounts Receivable records you separately report to us in your Open Receivables File. Each such match is a “Validated Payment”.

i. Checks. For check Payments credited to your Accounts that we receive through a lockbox we maintain for you, we extract remittance information from Remittance Materials (as defined in the Lockbox Service Description) and use it to the extent reasonable to create Validated Payments.

ii. Addenda Records. For electronic Payments that include remittance information embedded within the electronic payment instruction for such Payments (“Addenda Records”), we use such Addenda Records to the extent reasonable to create Validated Payments.

iii. Re-associated Payments. We use the remittance information associated with Payments in the Re-association step described in 2.a above to the extent reasonable to create Validated Payments.

3. Manual matching. Each credit to your Accounts for which we are not able to create a Re-associated Payment or a Validated Payment through the Service is an “Exception”. You may view Exceptions in our CEO portal in accordance with its applicable terms and conditions.

a. Review. In CEO, we will display details of Exceptions and items described in your Remittance Files and Open Receivables Files that, as of the time of viewing, have not been included as components of Matched Payments in any Posting File we have previously made available to you.

b. Match items. Using the CEO interface, you may create additional Validated Payments by manually matching the Exceptions with open accounts receivables details displayed in CEO.

4. Posting Files. You may configure the Service to automatically generate and transmit Posting Files in accordance with the frequency to which you and we separately agree. Each Posting File is an electronic document setting out certain pre-determined data elements pertaining to each Validated Payment (including manually Validated Payments) that, as of the time of generation, has not been included in any previous

5 Automated Receivables Service Description | Revised July 28, 2021

Posting File we created for you. We will transmit each Posting File in accordance with your configuration preferences and the pre-determined transmission protocol to which you and we agree.

5. Payment dates. For purposes of the Service, the date of each Payment is the Business Day on which we receive the Payment.

6. Files transmitted to us. You will transmit your Remittance File and Open Receivables File to us in accordance with the pre-determined file format and transmission specifications to which you and we separately agree. You are responsible for ensuring that, with respect to each item in each file, you include information we can reasonably use to identify its matching credit(s) to your Account(s).

7. Liability to you. We perform the automatic matching activity described in Section 2, on a commercially reasonable efforts basis, in accordance with logic you provide to us. We undertake no liability for damages arising from or relating to any defects in, or failure to test, such logic as provided.

8. Liability to payers. We bear no liability to your payers for any inaccuracies in the Service relating to Matched Payments or Unmatched Payments, including, without limitation, inaccurate matches between Payments and remittance information or accounts receivables details.

9. Eligible Accounts. You may enroll your Wells Fargo demand deposit accounts that are capable of receiving credits by ACH, wire transfer, or check.

10. Survivability. Sections 7 and 8 survive termination of the Service.

6 Automated Receivables Service Description | Revised July 28, 2021

Receivables Manager 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 Information.

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 sent to 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 you establish.

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 payments.

4. Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Information. If we are unable to automatically repair the format, 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 to, 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.

6. Incorrect, Incorrectly Formatted Information. 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.

7 Automated Receivables Service Description | Revised July 28, 2021

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.

BRD means Business Requirements Document.

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.

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 Rules.

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, costs, 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.

Information Reporting and Image Delivery
Service Description
Treasury Management Services

November 8, 2019

2 November 8, 2019 | Information Reporting and Image Delivery Service Description 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:
• 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 notices).

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 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.
a. 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. b. 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 fax/email, SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine-to- Machine, our CEO portal, and an Application Programming Interface (“API”) through the Wells Fargo Gateway.
c. The information may include images of Items or other instruments that are:
i. Posted to or processed through the Account,
ii. Cashed or collected by us or accepted for deposit to the Account, and iii Returned unpaid to the Account.

3 November 8, 2019 | Information Reporting and Image Delivery Service Description 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) i nformation from other financial institutions, (ii) information you manually populate, or (iii) cash forecasting information.

Forecasting information is not a guarantee of actual performance. b. Account balances and other information that reflect intraday acti vity on your Account may differ from the available balance as determined under our funds availability policy (as descr ibed in the Account Agreement) and by our internal risk parameters.

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 Service. 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 Service.

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.

Anaheim City CouncilMay 24, 2022

Anaheim City Council
May 24, 2022